Along with the Enterprise Registration Certificate, the Investment Registration Certificate is a required certificate in the business registration process for foreigners who want to open a company in Vietnam.
For foreign investors (companies and individuals), the process and conditions for setting up a business are different from those of Vietnamese… Therefore, it’s good to thoroughly understand the procedures for registering a business for foreigners to avoid confusion and loss of time, effort and potentially money.
According to Article 3 of the Investment Law 2020, an Investment Registration Certificate (IRC) is a paper or digital certificate recording the information of an investor about an investment project. The IRC is issued by the Department of Planning and Investment.
According to the newly updated Enterprise Law 2020 and Investment Law 2020, when opening a company in Vietnam, foreigners need to apply for two separate certificates, namely ERC and IRC. In other words, foreigners who want to establish a company in Vietnam are required to have both of these legal certificates.
The Investment Registration Certificate includes the following main and basic contents:
- Name, code number and title of the project;
- Name, address, nationality and passport number of the investor(s) (investment registrant(s));
- Names, content and objectives of the investment project;
- Scale, schedule and implementation time of the project;
- Location of the project;
- Business lines;
- General rights and obligations of the investors; and
- Total investment capital of the project.
Sample of the Investment Registration Certificate (English version)
When opening a company, you must register a list of business lines. These are activities that your business will be involved in, for example: consulting, food and beverage, retail, etcetera. Many of these business lines are open for foreign investment. However, there are also some restricted sectors for foreign investment, such as: education, film production, advertising services, travel agents and tour operators, just to name a few.
Theoretically, there is no limit to how many business lines your business can list, however, it must be in line with your plans and with your committed capital. Therefore, it is more practical to list as little as possible in the first stages of your business in order to get your IRC proposal approved by the Department of Planning and Investment.
The legal time limit for granting IRC for investment projects in the Investment Law 2020 is 15 working days. The IRC will be granted to projects that fully satisfy the following conditions:
- Investment projects that do not have business lines or industries banned from investment and business;
- Having a location for the implementation of the investment project (registered address);
- Fitting with the Government planning on both the National and the local level;
- Satisfying the conditions on minimum investment per m2 (if applicable); and
- Satisfying market access conditions for foreign investors.
In addition, IRC applicants will also be required to provide additional documents depending on the business line and investment activities if necessary. Likewise, IRC approval may take longer than expected if the project requires approval from higher-level Government agencies.
Understanding business registration procedures for foreigners helps you to set up a business more smoothly
In short, in Vietnam, in addition to the Enterprise Registration Certificate, which is a mandatory legal document that everyone needs to register to open a business, foreign founders also have to obtain an Investment Registration Certificate to be eligible for business establishment.
If you have any questions or need further advice on the procedures to apply for an Investment Registration Certificate in Vietnam, please contact Bizspective’s experts for the best support.