An increase in the capital contribution of a foreign-invested enterprise (FDI enterprise) may trigger procedures for adjustment of the Investment Registration Certificate (IRC); however, not every increase in capital contribution automatically requires an adjustment to the IRC. The enterprise must determine whether the increase results in changes to the principal contents of the investment project recorded in the IRC.

1. Applicable cases

Pursuant to Clause 2, Article 33 of the Law on Investment 2025, an investor must carry out procedures for adjustment of the IRC where an adjustment to the investment project results in changes to the principal contents of the project specified in the IRC. Pursuant to Clause 6, Article 37 of Decree No. 96/2026/ND-CP, the investment capital of a project is one of the contents recorded in the IRC and comprises the investor’s capital contribution and mobilized capital.

Accordingly, where an FDI enterprise increases its capital contribution to increase the investment capital for implementation of the project, resulting in a change to the capital contribution or total investment capital recorded in the IRC, the enterprise must carry out procedures for adjustment of the IRC.

Conversely, if the change only increases the charter capital recorded in the Enterprise Registration Certificate (ERC) without changing the principal contents of the investment project recorded in the IRC, the enterprise may only be required to register the change in charter capital in accordance with enterprise laws.

Where the capital increase causes the project to fall within a case subject to approval of an adjustment to the investment policy, the investor must complete such procedure before adjusting the IRC pursuant to Clauses 3 and 6, Article 33 of the Law on Investment 2025.

2. Competent authorities for processing the application

Pursuant to Article 27 of the Law on Investment 2025, the competent investment registration authority for adjustment of the IRC is determined depending on the location where the project is implemented. For projects located in industrial parks, export processing zones, hi-tech parks, concentrated digital technology zones or economic zones, the relevant Management Board shall have jurisdiction. For projects located outside these areas, the competent authority is the Department of Finance of the province or centrally-run city where the project is implemented.

3. Procedures

Step 1: Determine the capital increase

• Responsible party: The investor/FDI enterprise.
• Work to be performed: Determine the additional capital contribution, the total investment capital after adjustment, and whether the capital increase changes the information recorded in the IRC or causes the project to become subject to approval of an adjustment to the investment policy.
• Timeline: To be completed before submission of the application dossier.

Step 2: Prepare and submit the application dossier

• Responsible party: The investor or its duly authorized representative.
• Work to be performed: For cases not subject to approval of an adjustment to the investment policy, the investor shall submit one dossier for adjustment of the investment project to the investment registration authority. The dossier shall be prepared in accordance with Clause 1, Article 52 and Clause 2, Article 56 of Decree No. 96/2026/ND-CP.
• Timeline: Pursuant to Article 41 of Decree No. 96/2026/ND-CP, before carrying out the procedure, the investor shall declare information about the project online; within 10 working days from the date of such declaration, the investor must submit the dossier to the investment registration authority.

Step 3: Investment registration authority processes the application

• Responsible party: The investment registration authority.
• Work to be performed: Examine the dossier and review the proposed capital increase.
• Timeline: For project adjustments that are not subject to approval of an adjustment to the investment policy and do not fall within the special cases prescribed in Clause 1, Article 56, the IRC shall be adjusted within 07 working days from the date of receipt of a complete and valid dossier pursuant to Clause 2, Article 56 of Decree No. 96/2026/ND-CP.

Step 4: Update other relevant enterprise documents

• Responsible party: The FDI enterprise.
• Work to be performed: After the IRC has been adjusted, the enterprise shall carry out procedures to change the charter capital recorded in the ERC if the increase in investment capital also results in a change in charter capital.

4. Required documents

Pursuant to Clause 1, Article 52 and Clause 2, Article 56 of Decree No. 96/2026/ND-CP, a standard application dossier for adjustment of an investment project includes:

• Written request for adjustment of the investment project: Original;
• Report on the implementation status of the investment project up to the time of adjustment: Original;
• Decision of the investor on adjustment of the investment project: Original;
• Explanatory statement or documents relating to the capital increase: Valid copy or original, depending on the type of document;
• Documents evidencing financial capacity/additional source of capital: Where the investment registration authority requests clarification;
• Letter of authorization and legal documents of the authorized representative: Where the procedure is carried out through an authorized representative.

The term “valid copy” is defined in Clause 1, Article 2 of Decree No. 96/2026/ND-CP and includes a copy extracted from the original register, a certified copy of the original, or a copy compared against the relevant national database in accordance with applicable regulations.

5. Procedural outcome

The result is an amended Investment Registration Certificate, recording the updated capital contribution and/or total investment capital of the project following the capital increase.

For a capital increase that is subject to approval of an adjustment to the investment policy, the enterprise must first complete the procedure for approval of the adjustment to the investment policy. Thereafter, the investment registration authority shall adjust the IRC in accordance with the applicable regulations.