SURVEY FOR FOREIGN DIRECT INVESTMENT (FDI) ENTERPRISES
Regarding the Proposed Adjustment of
Investment Registration Certificate (IRC) Procedures

DEAR VALUED ENTERPRISE

Every reform starts with a question — and every opinion today can help shape tomorrow’s policy.

Vietnam is undergoing major reforms to its investment legal framework, including a proposal to abolish the Investment Registration Certificate (IRC) in order to reduce overlapping procedures and foster a more streamlined and transparent business environment. This is a critical time for the FDI business community to raise its voice.

In an effort to contribute practical insights for policy refinement, BW Industrial, a Vietnam’s leading for-rent logistics and industrial developer, in collaboration with YKVN Law Firm, is launching a specialized survey targeting FDI enterprises. Based on the survey results, BW and YKVN will compile feedback and submit policy recommendations to the Ministry of Finance and relevant authorities during the amendment process of the Investment Law. Your participation will serve as valuable input for policy dialogue and consultation with regulators.

Reform does not stem from a single policy—it stems from unity. A better investment environment starts with awareness, action, and the voice of enterprises themselves.

We respectfully invite your participation in this brief survey.

👉 Note: All responses will be collected on a strictly anonymous and confidential basis (unless enterprises voluntarily choose to disclose information for transparency).

The survey will be conducted from July 15, 2025 to August 15, 2025.

SURVEY QUESTIONS

(You may select multiple answers that apply to your business activities)

Please enable JavaScript in your browser to complete this form.

- Step 1 of 5

1. Has your company encountered any of the following challenges related to the IRC? *

• Certain information in the IRC overlaps with that already recorded in the Enterprise Registration Certificate (ERC) | or largely duplicates content already included in the Investment Policy Approval (for projects subject to such approval).
• The IRC application process is significantly time-consuming | (typically around 2 months), while the ERC can usually be issued within a week. This delay adversely affects the business launch timeline of FDI enterprises.
• The IRC must be amended to align with the ERC whenever there is a change in registered business activities. | For instance, adding a new business line requires an amendment to the IRC’s project objectives (which essentially mirror the business lines recorded in the National Business Registration Portal). Similarly, when seeking external financing, the enterprise may be required to revise the total registered investment capital in the IRC.
• Information in the IRC is, in practice, already reported through regular filings | (e.g., investment, tax and statistical reports). Requiring such information to be stated and maintained in the IRC creates unnecessary overlap and reduces flexibility.
• The IRC only reflects a single registered project location, whereas an enterprise may conduct business activities across multiple sites. | This limits the enterprise’s ability to expand and proactively operate. For example, an FDI enterprise engaging in advertising or wholesale trading across various provinces may be required to obtain a separate IRC for each branch, in addition to complying with branch registration procedures.
• It increases the compliance burden and operational costs. | For example, the IRC application dossier must include a premises lease agreement for project implementation, while the IRC processing period often takes at least two months. During this waiting period, the enterprise cannot utilize the leased premises, resulting in wasted rental costs without operational benefit.
• It creates difficulties in long-term business planning, | as the timing and complexity of the related administrative procedures are often unpredictable.
• Other (please specify)

1. Has your company encountered any of the following challenges related to the IRC?

Next

2. Has your company benefited from any of the following aspects related to the IRC? *

• The IRC formally records the participation of foreign investors in investment activities in Vietnam. | It serves as an official document issued by the government, often required when engaging with partners, banks, or regulatory authorities.
• The IRC facilitates smoother interactions between FDI enterprises and competent state agencies, | including the tax authority (e.g., for investment incentive approvals), customs (e.g., import procedures for fixed assets), and various specialized regulatory bodies.
• The IRC is a legal basis for determining (i) the enterprise’s permissible limit for medium- and long-term loans, and (ii) the investor’s entitlement to remit profits abroad, | in conjunction with the ERC.
• The IRC serves as official evidence of the project's legal existence | —particularly for projects not subject to Investment Policy Approval. It is especially valuable in transactions such as project transfers, mergers and acquisitions, or for legal assessments (e.g., determining whether environmental licensing is required based on the project scale recorded in the IRC).
• The IRC records any investment incentives granted to the FDI Emprises and/or foreign investor, | as approved by competent authorities in accordance with Vietnamese law.
• The IRC reflects specific legal conditions applicable to the investment project, | including project duration, location, business lines, and scale.
• Other (please specify)

2. Has your company benefited from any of the following aspects related to the IRC?

PreviousNext

3. Proposals on Whether to Retain or Abolish the IRC:

• Proposal to Abolish the IRC. | (Justification: FDI enterprises and 100% domestic enterprises should be treated equally. Specifically, domestic investors are not required to obtain an IRC when establishing a company or implementing a new project, while foreign investors (FDIs) are obliged to go through this procedure. Moreover, foreign investors who contribute capital or acquire shares in existing domestic companies are also exempt from the IRC requirement. Therefore, maintaining the IRC is inconsistent and creates an unnecessary administrative burden. State management of FDI projects should instead be implemented through periodic (quarterly, annually) or ad-hoc reporting mechanisms, rather than by requiring an IRC.)

If the IRC is abolished, a new regulatory mechanism based on the type of project is proposed as follows:

A. For projects subject to Investment Policy Approval | (e.g., land-use projects involving land allocation or lease from the State; development of industrial zones, urban areas, or major infrastructure):

• Follow the Investment Policy Approval procedure in accordance with current regulations | (since the content of the IRC largely overlaps with the approval document, the IRC is redundant).
• Apply for an ERC after obtaining the Investment Policy Approval.

B. For projects not subject to Investment Policy Approval:

• Conduct a one-time investment registration procedure | (in place of the IRC) at the time of establishing a new company in Vietnam. This should apply to foreign investors investing in sectors subject to market access restrictions or owning more than 50% of charter capital, similar to the current procedure for capital contribution/share acquisition in existing domestic companies. This approach harmonizes the process for establishing a new FDI company with the process for acquiring equity in an existing domestic company.
• Apply for an ERC after completing the investment registration procedure.

C. For capital contribution/share acquisition in existing companies:

• Maintain the current requirement to obtain prior approval | (applicable to restricted sectors or where foreign ownership exceeds 50%).

Do Not Support Abolishing the IRC.

• Do Not Support Abolishing the IRC. | We list below the mandatory information required under the current Law on Investment for your reference: Project name; investor(s); investment project code; project location and land area; investment objectives and scale; total investment capital (including equity and mobilized capital); project duration; implementation schedule; primary business activities; types of incentives and support; and legal conditions applicable to the investor.

If the IRC is to be retained, we propose narrowing its scope to include only the following key elements:

• Investor identity (name, nationality, ownership ratio). | Exclude legal representative details to avoid unnecessary amendments when representatives change.
• Project name and location.
• Granted investment and tax incentives.
• Legal conditions applicable to the project.
• Other (please specify)

If the IRC is to be retained, we propose narrowing its scope to include only the following key elements

Information Proposed to Be Removed from the IRC:

• Investment objectives and scale. | For projects subject to Investment Policy Approval, these are already recorded in the approval document. For other projects: (i) investment objectives correspond to the registered business lines in the National Business Registration Portal; and (ii) it is unnecessary to specify project scale for service-based projects or projects where the scale is already captured in environmental or fire safety permits.
• Land area. | At the time the IRC is issued, the land has not yet been allocated or leased—it is merely estimated. The actual land area will be recorded in the land allocation/lease decision, land lease agreement, or land use rights certificate once the land is officially granted or leased.
• Project duration. | Already specified in the Investment Policy Approval for applicable projects. For other projects, FDI enterprises should be allowed to determine their own operational timeline without having to record it in the IRC.
• Implementation schedule. | Should only apply to projects requiring Investment Policy Approval, as already covered in the approval document. For other projects, implementation schedules should not be regulated and should be left to the enterprise to manage according to its business plan.
• Other (please specify)

Information Proposed to Be Removed from the IRC:

PreviousNext

Has about is

4. Additional Comments or Proposals to Reform the FDI Investment Procedure

5. General Information (for statistical purposes; company name not required)

Investor’s country of origin: *

Primary business sector: *

Total registered investment capital in Vietnam: *

• Under USD 10 million
• From USD 10 million to under USD 50 million
• From USD 50 million to under USD 100 million
• From USD 100 million to under USD 500 million
• From USD 500 million and above

Company name:

Name and title of the respondent:

PreviousNext

6. How did you first hear about our survey? *

• Tenant of BW
• Partner of BW
• Client of YKVN
• Partner of YKVN
• Social Media (Facebook, LinkedIn, Website)
• Media
• Other channel (please specify)

Partner of BW

• Amcham
• Eurocham
• Nordcham
• KoCham
• Other (please specify)

How did you first hear about our survey? - Other channel

How did you first hear about our survey? - Partner of BW

Send