Under Enterprise Law 2014, a foreign investor wanted to set up a company in Vietnam is required to obtain an Investment Registration Certificate (IRC) regarding the foreign investor first. Under Investment Law 2014, an IRC is a document recording the information about the investment project that the investor registers with the licensing authority. However, as there is no clear definition of an investment project, there may be various “kinds” of ICs that may be available to a foreign investor.
Let’s take an example where two foreign investors (A and B) and one local investor (C) intend to set up a project company (D) to invest in a power project (E). Technically, an IRC about project (E) may record:
- Details of project E and project company D without information about D’s shareholders being A, B and C (Project IRC);
- Details of project E, project company D and investors A and B as foreign investors in project company D (Foreign Investor IRC). In fact in this case, there may be even two separate Foreign Investor IRCs recording information about foreign investors A and B separately; or
- Details of project E, project company D and investors A, B and C as shareholders in project company D (Full IRC).
Of course the more information recorded in an IRC, the more frequent that a foreign investor needs to apply for amending the IRC due to change in the information recorded in an IRC. Under current Investment Law 2005,
- when a foreign investor sets up a new company in Vietnam, a Full IRC is the most common type of IRC issued; and
- when a foreign investor acquires an existing local company in Vietnam, Full IRCs or Project IRC are the most common types of IRCs issued.