Corporate Amendments in Vietnam | IRC & ERC Updates for FDI Companies
Corporate changes for foreign-invested companies are often not limited to an ERC update. Many scenarios also require an IRC amendment to keep the registered investment project fully aligned.
Green NRJ supports the full amendment cycle — impact assessment, amendment mapping, dossier preparation, and authority coordination — to protect legal continuity and reduce compliance risk.
- Capital increase or reduction
- Change of legal representative
- Share transfer (FDI ownership)
- Expansion of registered business lines
Scope of Corporate Amendments (ERC / IRC / Both)
Corporate amendments may require ERC updates, IRC amendments, or coordinated filings for both. The correct pathway depends on whether the change affects the legal entity record, the investment project record, or both.
ERC Updates (Enterprise-Level)
- Change of company name / registered address
- Change of legal representative / governance updates
- Update of business lines (VSIC)
- Charter capital increase or reduction
- Share transfer & ownership restructuring
- Other ERC-related filings with competent authorities
IRC Amendments (Investment Project)
- Change of total investment capital or capital structure
- Adjustment of project implementation schedule
- Change of investment objectives or project scope
- Change of project location / land use arrangement
- Change of investor information (for FDI entities)
- Other amendments affecting the registered investment project
Coordinated IRC + ERC (Common FDI Scenarios)
- Capital increase impacting both charter capital and project investment capital
- Investor change triggering project + enterprise ownership update
- Business expansion requiring VSIC update + scope alignment
- Corporate restructuring (merger, split, conversion) under investment context
- Compliance alignment before audits, M&A, or licensing renewals
Why Corporate Amendments Matter for FDI Companies
Incorrect or incomplete amendments can create inconsistencies between ERC and IRC, delay approvals, and cause downstream issues with banking, tax, licensing, or audits. We ensure amendments are executed with proper sequencing, a compliant dossier structure, and clean post-approval updates.
IRC vs ERC — Key Differences
| Criteria | ERC Update | IRC Amendment |
|---|---|---|
| Regulates | Enterprise registration information | Investment project registration information |
| Authority | Business Registration Office (DPI) | Investment Registration Authority (DPI / IZ / EPZ) |
| Common triggers | Name, address, legal rep, charter capital, shareholders, VSIC | Total investment capital, objectives, schedule, location, investors |
| Typical timeline | 3–6 working days (subject to dossier quality) | 10–20 working days (subject to authority review) |
| Risk if incorrect | Registration inconsistencies, invalid filings | Project non-compliance, capital recognition issues, audit findings |
Our Corporate Amendment Process
Assessment & Amendment Mapping
Review current ERC/IRC and map the change to the correct authority workflow and compliance requirements.
Dossier Preparation
Prepare forms, resolutions, charter updates, supporting evidence, and legalized documents where required.
Authority Submission & Follow-up
Submit, track progress, and respond to authority feedback to keep timelines controlled.
Post-Approval Compliance Updates
Update seals, tax records, bank files, internal governance documents, and compliance logs.
FAQ
Do all charter capital changes require both ERC and IRC updates for FDI companies?
Not always. If the change impacts only enterprise charter capital without affecting the registered investment capital, an ERC update may be sufficient. Many FDI scenarios, however, require IRC alignment — especially where the investment project record is impacted.
How long does an IRC amendment typically take?
Commonly 10–20 working days depending on the authority, project complexity, and dossier quality.
Can we submit ERC and IRC updates in parallel?
In some cases, filings can be coordinated. Sequencing still must match the legal basis and authority workflow, especially for capital increases and investor/share transfers.
What documents typically need legalization / notarization?
For foreign investors, passports, corporate documents, powers of attorney, and overseas-issued resolutions often require notarization and consular legalization (subject to treaty applicability).
Do we need to update tax / bank / labor records after approval?
Yes. Post-approval updates are critical to avoid operational disruptions and maintain consistency across banking, tax, HR, and licensing systems.
Send your current IRC / ERC
Share your existing licenses and proposed changes. We’ll confirm whether you need ERC updates, IRC amendments, or both — then outline the compliant steps and dossier requirements.
Send DocumentsRequest an Amendment Assessment
Get a structured assessment and amendment roadmap tailored to your corporate changes and investment profile — with clear sequencing, document checklists, and risk notes to minimize delays.
Request Assessment