What is IRC Certificate?
According to clause 11, Article 3 of Investment Law 2020: Investment registration certificate is a paper or electronic document recording registration information of investors about investment projects. This is the most important legal document, establishing the right to do business and legal investment of foreign individuals/organizations in Vietnam.
- Legalize investment capital flows from abroad to Vietnam.
- Receive preferential policies on taxes and land rent.
- Carry out enterprise establishment procedures (ERC) afterwards.
"IRC contains core information: Project code, project name, investor, location, objectives, capital scale, operation period and accompanying investment incentives."
Cases requiring IRC application
Based on Article 37 of Investment Law 2020, cases requiring IRC Certificate include:
Investment projects of foreign investors: Individuals with foreign nationality or organizations established under foreign law.
Investment projects of FDI economic organizations:
- Have foreign investors holding more than 50% of charter capital.
- Have majority of general partners being foreign individuals (for partnership companies).
- Have economic organizations specified above holding more than 50% of charter capital.
CASES
Cases NOT requiring IRC application
Domestic projects
Investment projects of domestic investors.
Indirect investment
Investment in the form of capital contribution, share purchase, capital contribution purchase of economic organizations.
Foreign investors < 50%
Projects of economic organizations with FDI capital but ownership ratio not exceeding 50%.
Public investment projects
Public investment projects according to the Public Investment Law.
IRC CONDITIONS
5 important conditions to obtain IRC
The investment registration authority will appraise the project based on strict criteria
Industry and market access conditions
The project must not belong to prohibited investment industries (Article 6). For conditional industries (Article 7), investors must meet all standards on capital, form and ownership ratio.
Planning compliance
The project must comply with national planning, regional planning and provincial planning where the project is implemented.
Financial capacity
Total investment capital (contributed capital + mobilized capital) must be proven by bank account or audited financial statements.
Project implementation location
Must have a legal lease contract/agreement to lease location, meeting security, order and environmental regulations.
Technology and environment
Projects using outdated technology or causing environmental pollution will be denied permission.
IRC application dossier components
The dossier includes 1 original set
- Project implementation request document: According to the form prescribed in Circular 03/2021/TT-BKHDT.
- Legal status documents: Copy of passport (Individual) or Business registration certificate (Organization - must be consular legalized).
- Investment project proposal: Including objectives, scale, capital, progress, labor needs, socio-economic impact assessment.
- Financial proof: Financial reports of the last 2 years or account balance confirmation corresponding to investment capital.
- Location documents: Copy of lease contract or principle agreement to lease land/factory/office.
Important note: All foreign language documents MUST be notarized translated and consular legalized (except cases exempt according to international treaties).
PROCESS
Enterprise establishment process
Legal consultation and guidance
Advising on enterprise type, capital, business lines & legal procedures, initial taxes for investors.
Prepare and complete documents
Collect information, draft investment enterprise establishment registration documents according to legal regulations.
Submit documents & follow up processing
Represent investors to submit documents to the registration authority. Monitor progress, handle feedback, ensure quick document approval.
Receive license and handover documents
Receive Investment Enterprise Registration Certificate, seal stamp and handover complete set of legal documents.
What customers need to prepare?
Investor information
- Individual: Notarized copy of Passport.
- Organization: Foreign business license (Consular legalized).
Financial proof
- Bank account balance confirmation: Balance must be equal to or greater than the planned investment capital in Vietnam.
- (If organization: Additional financial reports of the last 2 years required).
Company headquarters
- Lease contract: Office or factory in Vietnam.
- Lessor documents: Land use right certificate (Red book) or Construction/Business license of leased location.
Representative personnel
- Legal representative: Copy of Passport/ID card.
- Social insurance information: List of expected employees (Name, Phone number) to perform insurance declaration procedures in the combo package.
Mandatory procedures after receiving IRC
IRC issuance is only step 1. Investors must complete the following procedures for the project to operate
1. ERC License issuance
Establish an enterprise owning the investment project. This is the step to personalize the project.
2. Open DICA account
Open a direct investment capital account at a Commercial Bank to make capital contributions according to the schedule stated in IRC.
3. Investment situation report
Perform quarterly and annual online reports on the fdi.gov.vn information portal.
4. Tax & insurance declaration
Initial tax declaration, license fee payment and insurance contributions for employees.
NEWS