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An FDI company has two “birth certificates”: the Investment Registration Certificate (IRC – Giấy chứng nhận đăng ký đầu tư) for the project and the Enterprise Registration Certificate (ERC – Giấy chứng nhận đăng ký doanh nghiệp) for the legal entity. When increasing capital, changing address or adding business lines, many accountants update only the ERC and forget to amend the Investment Registration Certificate. The consequences usually surface when the bank refuses a transfer. This article provides a reference table and process, based on the FDI accounting experience of ACCA Consulting Vietnam.
1. What do the IRC and ERC record?
The IRC records information about the investment project: the investor, objectives, scale, investment capital, location, implementation schedule and project term. The ERC records information about the enterprise: name, head office address, business lines, charter capital, members/shareholders and legal representative.
When setting up a new company, a foreign investor usually obtains the IRC first (15 days from receipt of a complete, valid application where investment policy approval is not required), then the ERC (3 working days). The same principle applies to changes: whichever certificate carries the information is the one that must be updated.
2. Reference table: which changes require amending the IRC
The table below gives common guidance to help accounting and legal teams check quickly. The specific documents and receiving authority depend on the type of project, so you should still check current regulations before filing.
| Type of change | IRC | ERC | Note for accountants |
|---|---|---|---|
| Increase or decrease of investment capital / charter capital | Usually required | Usually required | Update the capital transfer limit with the bank holding the DICA |
| Change of head office address linked to the project location | Usually required | Required | Update details on e-invoices and with the managing tax authority |
| Adding business lines outside the project objectives | Usually required | Required | Check market access conditions for the new sector |
| Change of investor, capital transfer | Usually required | Required | Declare capital transfer tax and update the capital register |
| Extending the capital contribution or project schedule | Usually required | Depends on the case | Reconcile actual progress against the books |
| Change of legal representative | Usually not | Required | Update the digital signature and bank account signatories |
| Change of company name | Update if related information appears | Required | Notify customers, suppliers and banks |
3. Documents and amendment process
- 1Identify what is changing
List the information that changes and check it against the table above.
- 2Pass an internal resolution
A decision of the owner, the members' council or the general meeting of shareholders.
- 3Prepare the IRC file
Request for amendment, report on project implementation, and proof of financial capacity if capital is increased.
- 4File and receive the amended IRC
Follow up on any requests for additional documents from the investment registration authority.
- 5Register the ERC change
File with the Business Registration Office under the Department of Finance once the new IRC is issued.
- 6Update the bank, tax and invoices
Send the new IRC and ERC to the bank holding the DICA and update tax records and e-invoices.
- The latest financial statements (audited, if available) and the contributed capital balance in the books.
- DICA statements showing the capital transferred in.
- A reconciliation of registered versus contributed capital for each investor.
- Tax obligation status on the e-tax portal, with no outstanding liabilities.
- A list of contracts and invoices whose details need updating after the change.
4. Consequences of forgetting to amend, especially for transfers
The bank holding the DICA checks every capital transaction against the information on the IRC and ERC. If the company has decided to increase capital but has not amended its certificates, the bank may refuse to accept capital above the registered amount. Conversely, when repatriating profits or withdrawing capital, mismatched information will delay the process.
Illustrative example: the VND 1.5 billion difference in tranche 2 may be refused by the bank until the IRC and ERC are amended.
View as table
| Registered capital on the IRC | Planned transfer | |
|---|---|---|
| Tranche 1 (initial contribution) | 2,000,000,000 VND | 2,000,000,000 VND |
| Tranche 2 (increase not yet amended) | 2,000,000,000 VND | 3,500,000,000 VND |
- Incorrect invoice details after an address change that has not been updated, making it harder for customers to deduct tax.
- Project implementation reports that don't match the IRC, likely prompting the authorities to request explanations.
- Auditors raising issues about contributed capital or project progress in the audit report.
5. License management tips for FDI accountants
Keep a “license register” with the IRC and ERC numbers, issue dates, amendments, registered capital, contribution schedule and project term. Whenever management discusses a capital increase, an office move or new business lines, the accountant should open this register first. For projects with periodic reporting, see also investment project implementation reports.
FAQ
Does changing the legal representative require an IRC amendment?
Usually this is enterprise information, so only the ERC change needs to be registered. However, check whether the project's IRC contains related information before concluding.
How long does an IRC amendment take?
It depends on the type of amendment and whether investment policy approval is required. Allow time for supplementary documents and do not plan transfers before the new certificate is issued.
Can we transfer the additional capital first and amend the IRC later?
This is not advisable. Banks usually check capital transactions against the current certificate, and amounts above the registered capital may be refused or returned.
Don't let your licenses lag behind business decisions
ACCA Consulting Vietnam provides accounting services in Ho Chi Minh City for FDI companies, monitoring the IRC, ERC, contributed capital and periodic reports. Call or Zalo +84 938 847 699.
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