Investor from Singapore Struggles with Investment Registration Certificate – How to Resolve?
A client, Company A, representing a major Singaporean technology group, reached out to DEDICA in a state of… confusion. They had spent nearly two months preparing their own application for the Investment Registration Certificate (IRC) to open a software center in Ho Chi Minh City, Vietnam. However, the dossier kept being returned for very… “bizarre” reasons: missing proof of financial capability, unclear description of business lines, and an investment location not aligned with zoning regulations.
Their representative shared:
"We successfully opened companies in Thailand and Indonesia, but Vietnam… is too messy. Every advisor tells only part of the story; no one gives us the full procedure."
After reviewing their file, DEDICA helped restructure the investment plan, advised on reshaping the business model, and rewrote the project proposal. Within just 15 working days, the IRC was issued without any additional revisions.
So, what exactly does Vietnam’s IRC application process look like, and what do investors need to prepare to avoid a situation like Company A?
🛠️ 6 Steps to Obtain an Investment Registration Certificate in Vietnam
Before diving into the six steps, here’s why it matters: many foreign investors struggle simply because they don’t have a clear, sequential, and accurate understanding of Vietnam's IRC requirements. They assume that submitting the file is enough—but it’s actually a meticulous legal procedure with multiple layers and detailed criteria.
Here’s the right process investors should know:
Step 1: Define the investment form & prepare documents
Choose between establishing a new legal entity, investing via capital contribution or share purchase in a Vietnamese company, investing under a Business Cooperation Contract (BCC), or a PPP model for infrastructure. Prepare documents like passports/business licenses, financial capability reports, detailed project proposals—including tech, environmental impact assessments, and proof of site rights.
Step 2: Register for investment policy approval (if applicable)
For large-scale projects involving land use, sensitive sectors (e.g. defense, environment), or restricted fields, apply for policy approval from the provincial People’s Committee or the Prime Minister. This step requires detailed justification of project goals, scale, and socioeconomic impacts and often takes significant time.
Step 3: Submit IRC application at the Department of Planning & Investment (DPI)
Submit the dossier at the DPI where the project will take place. The project proposal is the dossier’s “soul”: it must clearly present purpose, scale, timeline, land requirements, tech solutions, environmental mitigation, and commitments. DPI often rejects files due to unclear industry codes, locations, or project scope. This is where DEDICA shines in reviewing and ensuring completeness.
Step 4: Appraisal and issuance of IRC
If the dossier is complete, DPI should issue the IRC within 15 working days. In practice, this can take longer if additional clarifications or inter-agency consultations are required.
Step 5: Establish the company to implement the project
After obtaining the IRC, set up a Vietnamese company—this includes business registration, seal carving, bank account opening, tax registration, and labor registration. Involving a trusted advisor from the start ensures alignment between the IRC and company structure, avoiding mismatches in industry codes or location later.
Step 6: Apply for “sub-licenses” (if needed)
Depending on your sector, you may need additional permits—retail licenses, security/ fire safety clearances, environmental permits, etc. Since each has its own requirements, it's essential to plan these early on.
🔍 Why Quality Legal Advisory is Critical
Applying for an IRC is a complex journey—not only requiring legal expertise but also practical understanding of Vietnam’s administrative culture. Each investor has unique goals, and each locality has its own review style.
At DEDICA, we’re more than legal advisors—we’re strategic partners in your investment journey in Vietnam. With experience from hundreds of FDI projects nationwide, our team of lawyers and investment experts guarantee you:
A polished, compliant, and effective dossier
Clear, logical presentations to government authorities
Swift processing of permits
Protection of your long-term investment interests
Contact DEDICA Law Firm for tailored investment support!
📞 Hotline: (+84) 39 969 0012 (WhatsApp, WeChat, Zalo)
🏢 Head Office: 144 Võ Văn Tần Street, Võ Thị Sáu Ward, District 3, HCMC
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Reach out now for your first consultation free from our specialist legal team!
