PROCEDURES FOR INVESTMENT LICENSE APPLICATION AND AMENDMENT OF INVESTMENT LICENSE

A. LEGAL BASIS
The Investment Law 2020, promulgated by the National Assembly of the Socialist Republic of Vietnam on June 17, 2020, took effect on January 01, 2021.
Decree No. 31/2021/ND-CP, issued by the Government of the Socialist Republic of Vietnam on March 26, 2021, took effect on the same date, March 26, 2021.
Decree No. 239/2025/NĐ-CP, issued by the Government of the Socialist Republic of Vietnam on September 03, 2025, took effect on the same date, September 03, 2025.
B. PROCEDURES
I. INVESTMENT LICENSE APPLICATION
1. Cases Requiring an Investment License
Pursuant to Clause 1, Article 37 of the Law on Investment 2020, the following cases are required to apply for an Investment Registration Certificate:

• Projects with 100% foreign-owned capital.
• Foreign investors or foreign organizations investing in an economic organization in Vietnam in the forms of capital contribution, share purchase, capital contribution acquisition, investment under a PPP contract, or a BCC contract, in cases where: the foreign investor’s ownership exceeds 50% of the charter capital of the Vietnamese economic organization; or, in the case of a partnership, the majority of general partners are foreign individuals.
• Foreign individuals or organizations acquiring (receiving the transfer of) an investment project in Vietnam.

2. Conditions for the Issuance of an Investment Registration Certificate
Pursuant to Clause 2, Article 38 of the Law on Investment 2020, a foreign investor shall be granted an Investment Registration Certificate in Vietnam for investment projects not subject to investment policy approval, provided that all of the following conditions are fully satisfied:

• The investor individual who holds the nationality of, or an organization whose head office is located in, a country that is a member of the World Trade Organization (WTO) together with Vietnam;
• The business line registered for investment must fall within Vietnam’s Schedule of commitments under the WTO framework and is not included in the list of prohibited investment sectors;
• The investment project must have its implementation site located within the territory of Vietnam;
• The investment project must satisfy the market access conditions applicable to foreign investors as prescribed by law;
• The investment project must meet the requirements regarding investment capital per unit of land area and labor scale (if applicable);
• The investment project is consistent with the relevant national, regional, provincial, urban, and administrative–economic unit planning schemes (if applicable).

3. Application Dossier for the Investment Registration Certificate
Pursuant to Clause 1, Article 33 of the Law on Investment 2020, the application dossier for the issuance of an Investment Registration Certificate shall comprise the following documents:

• A written request for implementation of the investment project;
• An investment project proposal;
• Documents evidencing the project implementation site in Vietnam: Lease agreement for house/office; documents proving the lessor’s land use rights such as the Land Use Right Certificate, Construction Permit, Business Registration Certificate, or other equivalent legal documents;
• A BCC contract (applicable to investment projects implemented in the form of a Business Cooperation Contract);
• A written explanation of the technology to be used in the investment project (applicable to projects subject to technology appraisal or consultation as prescribed by law).
• A copy of the passport or Citizen Identity Card of the Vietnamese investor (in case the investment project is jointly implemented by a foreign investor and a Vietnamese investor).

In addition, depending on whether the foreign investor is an individual or an organization, the application dossier must include the following additional required documents:

• If the foreign investor is an individual: A notarized copy of the investor’s passport; and documents evidencing the investor’s financial capacity, such as a bank account balance confirmation showing an amount equal to or greater than the proposed investment capital, or other documents proving the investor’s financial capacity.
• If the foreign investor is an organization: A copy of the organization’s Establishment Decision or Certificate of Business Registration; a copy of the passport or Citizen Identification Card of the authorized representative of the foreign organization’s capital contribution in Vietnam; and the organization’s audited financial statements for the last two fiscal years (consularly legalized and valid within 90 days), or a financial support commitment from the parent company, or other equivalent documents.

4. Procedures for the Issuance of the Investment Registration Certificate
Step 1: Prepare the application dossier for the issuance of the Investment Registration Certificate.
The investor shall prepare the application dossier as specified in Section 2 above.
Step 2: Submit the application dossier to the investment registration authority.
After completing the application dossier, the investor shall submit the application for the Investment Registration Certificate. According to Decree No. 239/2025/NĐ-CP, the investor is required to submit an electronic investment dossier to the following address: http://120.72.100.66/NopHoSoKTDN/ prior to submitting the hard copy dossier to the Investment Registration Authority.
Note: For the electronic investment dossier, the electronic version must bear a digital signature in accordance with the provisions of the law on electronic transactions and shall have the same legal validity as the hard copy dossier submitted to the Ministry of Finance and the Investment Registration Authority. For documents that are not subject to digital signature, such as copies of Certificates, Citizen Identification Cards, etc., scanned copies shall be submitted instead.
Step 3: The Investment Registration Authority processes the application dossier and issues the result.
Within 15 working days from the date of receipt of the application dossier, the Investment Registration Authority shall review, process the application, and issue the result to the investor in accordance with the law.
If the dossier is valid: The Investment Registration Certificate shall be issued.
If the dossier is invalid: A written notice shall be sent to the investor, providing instructions for amendment and supplementation of the dossier.
II. Amendment of the Investment Registration Certificate
1. Cases Requiring Amendment of the Investment Registration Certificate
Pursuant to Article 40 and Clause 2, Article 41 of the Law on Investment 2020, the investor is required to carry out procedures for the amendment of the Investment Registration Certificate (Investment License) upon any change to one or more of the following particulars:
Information of the investor or the investor’s representative: full name, address, telephone number, email, website, or other related information.
Information relating to the investment project: project name, scale, and objectives; project duration; project location and land area used; project investment capital (including mobilized capital and the investor’s contributed capital); project implementation schedule (including the schedule for capital contribution, capital mobilization, and the implementation of the project’s main operational objectives); forms of support, incentives, and their applicable grounds and conditions (if any); and conditions required to be satisfied by the investor for implementation of the investment project (if any).
In summary, the amendment of the Investment Registration Certificate is a mandatory obligation for investors upon any change to the contents already registered, in order to ensure legal compliance and the accuracy of project information. (Except for the Investment Project Code, which serves as a unique identifier and is not subject to modification).
2. Application Dossier for Amendment of the Investment Registration Certificate
Pursuant to Article 47 of Decree No. 31/2021/NĐ-CP, the application dossier for amendment of the Investment Registration Certificate shall include the following documents:

• The Investment Registration Certificate;
• The Enterprise Registration Certificate;
• A written request for amendment of the Investment Registration Certificate;
• The investment project report;
• The initial project implementation progress report;
• If the investor is an individual: A certified true copy of the investor’s Citizen Identification Card or passport;
• If the investor is an organization: A certified true copy of the Certificate of Establishment;
• The decision on the amendment of the investment project;
• In case the investor authorizes another person to carry out the procedures: a power of attorney and a certified true copy of the authorized person’s Citizen Identification Card or passport.

In addition to the documents listed above, depending on the specific type of amendment, the application dossier must include corresponding supplementary documents, as follows:

• In case of adding new business lines: The investment project proposal;
• In case of changes to the investor’s or the investor’s representative’s information: a certified true copy of the new Business Registration Certificate, the new passport, or other documents reflecting or evidencing the updated information;
• In case of a change of the investor’s legal representative: a certified true copy of the new legal representative’s identification documents, including passport/Citizen Identification Card and certificate of residence/temporary residence card;
• In case of a change in the project implementation location or the head office address: documents proving the lawful right to use the new project site/head office location (e.g., lease agreement for the premises; certified true copies of documents proving the lessor’s right to lease, such as the Certificate of Land Use Rights, Construction Permit, or other equivalent documents);
• In case of a change in investment capital: a bank confirmation letter or other documents evidencing the additional capital amount; and a bank confirmation of the capital account showing that the company has fully contributed its charter capital (if the financial statements do not indicate full capital contribution);
• In case the investment project involves the use of technology on the list of technologies restricted from transfer: a written explanation of the technology;
• In case the investment project is implemented in the form of a BCC contract: the BCC.

3. Procedures for Amendment or Modification of the Investment Registration Certificate
The procedure for amending or modifying the Investment Registration Certificate shall be carried out in the following two steps:
Step 1: Carry out the procedure for amendment and reissuance of the Investment Registration Certificate.
Step 2: Carry out the procedure for amendment of the Enterprise Registration Certificate.
Note: The order of these two steps may vary depending on the specific circumstances.
3.1. Procedure for Amendment and Reissuance of the Investment Registration Certificate
For this procedure, the investor shall carry out the following four steps:
Step 1: Prepare the application dossier for amendment of the Investment Registration Certificate.
The investor shall prepare the application dossier as specified in Section 2 above.
Step 2: Submit the application dossier to the investment registration authority.
After completing the application dossier, the investor shall submit the application for amendment of the Investment Registration Certificate. According to Decree No. 239/2025/NĐ-CP, effective as of September 3, 2025, the investor is required to submit an electronic investment dossier to the following address: http://120.72.100.66/NopHoSoKTDN/ prior to submitting the hard copy dossier to the Investment Registration Authority.
Note: For the electronic investment dossier, the electronic version must bear a digital signature in accordance with the provisions of the law on electronic transactions and shall have the same legal validity as the hard copy dossier submitted to the Ministry of Finance and the Investment Registration Authority. For documents that are not subject to digital signature, such as copies of Certificates, Citizen Identification Cards, etc., scanned copies shall be submitted instead.
Step 3: The Investment Registration Authority processes the application dossier and issues the result.
Within 15 working days from the date of receipt of the application dossier, the Investment Registration Authority shall review, process the application, and return the result to the investor as follows:
If the dossier is valid: The new Investment Registration Certificate shall be issued.
If the dossier is invalid: A written notice shall be sent to the investor, providing instructions for amendment and supplementation of the dossier.
3.2. Procedure for Amendment of the Enterprise Registration Certificate
After obtaining the amended Investment Registration Certificate, the investor shall proceed with the procedure for amending the Enterprise Registration Certificate corresponding to the above investment project.