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Licensing & Administrative Procedures

Investment Registration Certificate Amendment in Vietnam

Justix advises on changes to an existing Vietnam investment project and supports amendments to its Investment Registration Certificate (IRC). We review the current approvals, proposed changes and related procedures before preparing the agreed application.

Who this service is for

  • Foreign-invested companies changing an existing Vietnam project.
  • Investors and in-house counsel assessing capital increases, expansion or relocation.
  • Businesses whose actual implementation differs from their registered schedule.
  • Overseas headquarters coordinating with a Vietnamese subsidiary and project team.

What Justix does for you

  • 01

    Assess the changes and distinguish IRC, investment policy approval, enterprise registration and sector-specific procedures.

  • 02

    Review current approvals, investor details and actual implementation, identifying discrepancies requiring explanation.

  • 03

    Prepare the agreed application and corporate decisions; identify evidence concerning funding, premises and implementation.

  • 04

    Support authorised filings and responses to requests for clarification or additional documents.

  • 05

    Check the result and identify related records, reports or permits requiring further action.

What you receive

  • A procedure and document checklist for the agreed amendment.
  • Draft application documents and a list of items to be supplied or signed.
  • Filing information, authority responses and results for authorised procedures.
  • A post-amendment review and related action list. Land, construction, environmental, tax and existing non-compliance work require a separately agreed scope.

How it works

  1. 1

    Review the existing project

    Obtain the current IRC, previous amendments and proposed changes, together with implementation information.

  2. 2

    Assess conditions and procedures

    Identify the investment and related filings affected by the proposal.

  3. 3

    Agree the engagement

    Confirm responsibilities, documents, fees and an indicative schedule.

  4. 4

    Prepare the application

    Draft the agreed requests, decisions and explanations; the company verifies facts and signatures.

  5. 5

    Support submission and responses

    Act within the authorisation and coordinate any additional evidence.

  6. 6

    Check and hand over

    Review the issued result and explain remaining updates within the engagement.

What you need to prepare

  • Current IRC and previous amendments.
  • Investment policy and investor approvals, where applicable.
  • Current enterprise registration and relevant company records.
  • A comparison of registered information and proposed changes.
  • Implementation records and reports already filed.
  • Proposed premises documents where location changes are involved.
  • Funding and financial evidence relevant to capital changes.
  • Reasons and evidence for schedule changes.
  • Updated investor or representative documents where relevant.

Timeline

Preparation time depends on the changes, completeness of historic records and evidence concerning capital, location or implementation.

The filing timetable depends on the amendment route and whether investment policy approval must also be amended. Consultation, explanations and additional documents may affect timing. A procedural response date is not a guarantee that all related work is complete.

Fees

Quoted by scope, number of procedures and expected explanation work. The proposal distinguishes legal fees from taxes, official charges where applicable, translation, certification and third-party expenses. Additional work is agreed before it is undertaken.

How our fees work

Changes to an existing investment project

An IRC records a registered investment project. Proposed changes may concern the investor, objectives, scale, premises, capital or implementation schedule. Justix compares the current certificate and related approvals with the actual project and proposed amendment, then identifies the application and supporting evidence required.

IRC amendments and other registrations

The Enterprise Registration Certificate (ERC) concerns the company, while the IRC concerns its investment project. A company’s registered office and its project site are not automatically the same issue. Charter capital should also be distinguished from total project investment and the intended financing arrangements.

Projects with an investment policy approval may require an amendment to that approval. Land, construction, environmental or sector permits may involve separate work. Updating one certificate does not automatically update the others.

Capital, relocation and implementation evidence

For capital changes, the review addresses the proposed funding, contributions already made and supporting corporate and financial records. For relocation, the new lease must be assessed alongside the premises and intended operations. A manufacturing move may also affect factory, equipment and operational documentation.

For schedule changes, the file should explain milestones completed, delays and the proposed implementation plan. If operations have already changed, any existing compliance issue needs assessment alongside the amendment. A revised certificate should not be treated as retrospective clearance of all earlier conduct.

Coordination with overseas headquarters

The Vietnamese project team may hold operational records while the overseas investor controls funding decisions and signatures. The engagement should identify the entity approving each decision, the authorised signatory and the evidence that the local company must supply. Justix can clarify the Vietnamese document requirements; advice on the investor’s home-country law is outside scope unless separately arranged with an appropriate adviser.

Justix’s work and handover

Our agreed work can include assessing the route, preparing documents, supporting authorised filings and coordinating responses. The company confirms factual information; the relevant teams supply financial, technical and premises evidence.

After a result is issued, we check it against the requested changes and identify related updates within scope. Keep the amendment history and supporting approvals together so legal, finance and operations teams use consistent records. Fees and an indicative timetable are provided after assessing the current IRC, proposed changes and implementation status.

Frequently asked questions

Does every company change require an IRC amendment?

No. Assess whether the change affects the project or information on its IRC. The registered office and the project location are separate matters even if they currently share an address.

Is project investment capital the same as charter capital?

No. They concern different aspects of the project and company funding. The proposed financing and the relevant records should be assessed together.

Does signing a new lease establish that relocation is permitted?

No. The premises, intended activities and relevant conditions need assessment. The lease is only part of that evidence.

Can you assist after the business has already changed its operations?

We can assess the actual position and outstanding procedures. Any existing non-compliance requires separate consideration; the facts should not be rewritten to fit the application.

Do you need all originals immediately?

An initial review can use clear scans. The filing route determines which signed documents, certified copies or originals are needed later.

Can several changes be included together?

Potentially, depending on the project. Each change must satisfy its own requirements, and some related procedures may have to follow a sequence.

Does an amended IRC resolve earlier violations?

An amendment should not be treated as automatically removing responsibility for earlier conduct. Any issue already arising needs a separate assessment.

What information is needed for a quote?

Provide the current IRC, proposed changes, intended timing and actual implementation status. We can then identify the scope and outstanding evidence.

See other licensing & administrative procedures services

Team in charge

  • Thạc sĩ Luật

    Nguyễn Phúc Mạnh

    Trưởng Phòng Pháp chế & Hợp đồng

    Tư vấn doanh nghiệp, hợp đồng

    10 years of experience

  • Jurist

    Trần Thanh Nhàn

    Head of Corporate Legal Department – Licensing and Administrative Procedures

    Intellectual Property & Corporate

    9 years of experience

Related matters

  • Licensing & Administrative Procedures2025

    Setting up a wholly foreign-owned component manufacturer

    A foreign investor entering Vietnam for the first time

    Advised on the investment structure and obtained the Investment Registration Certificate, enterprise registration and the direct investment capital account.

    Outcome

    The company began operating on the schedule agreed with the investor.

    Team: Trần Thị Kim Oanh, Trần Việt Tùng