Change in investment capital is one of the administrative procedures that investors frequently perform throughout the lifecycle of a project. When the project scale changes, financial resources fluctuate, or business strategies are adjusted, updating investment capital information on the Investment Registration Certificate (IRC) is a mandatory legal requirement. However, many businesses remain confused with questions such as: When is it necessary to carry out procedures to change investment capital? What does the application file include? How long is the processing time? Is it necessary to apply for approval to adjust the investment policy?
The following article will comprehensively answer the aforementioned questions based on the provisions of the Law on Investment 2025 (Law No. 143/2025/QH15) and Decree No. 96/2026/ND-CP guiding the implementation of the Law on Investment – the latest investment legal framework effective from March 1, 2026, and March 31, 2026.
LEGAL BASIS
- Law on Investment 2025 (Law No. 143/2025/QH15) dated December 11, 2025, effective from March 1, 2026;
- Decree No. 96/2026/ND-CP dated March 31, 2026, of the Government detailing and guiding the implementation of several articles of the Law on Investment.
I. CHANGES IN INVESTMENT CAPITAL: WHEN TO CARRY OUT THE PROCEDURE?
1.1. In the case of investment capital during project implementation
According to Clause 1, Article 33 of the Law on Investment 2025, during the implementation of an investment project, investors have the right to adjust objectives, transfer part or all of the investment project, merge projects, or split/divide a project into multiple projects, or split, divide, consolidate, merge, transform the type of economic organization, or use land use rights and assets attached to land belonging to the investment project to contribute capital to establish enterprises, engage in business cooperation, or other contents, and must comply with the provisions of law.
Among the adjustable contents, changing investment capital is one of the most common due to the need to increase or decrease the financial scale during project deployment.
1.2. In the case of performing procedures to change investment capital on the IRC
Clause 2, Article 33 of the Law on Investment 2025 stipulates that investors shall perform the procedure to adjust the Investment Registration Certificate in cases where the adjustment of the investment project changes the main content specified in the Investment Registration Certificate.
Accordingly, investment capital is one of the main contents recorded on the IRC. Therefore, when there is a change in investment capital (increase or decrease), investors are required to perform the procedure to adjust the IRC to accurately reflect the project reality. Changing investment capital without updating it on the IRC may lead to legal risks during the operation of the business.
1.3. Important new updates of the Law on Investment 2025 regarding changes in investment capital
One of the most notable reforms of the Law on Investment 2025 compared to the Law on Investment 2020 is the abolition of the mandatory regulation to apply for approval to adjust the investment policy when changing the total investment capital by 20% or more. Specifically, Clause 3, Article 33 of the Law on Investment 2025 has eliminated 02 cases that require procedures for approval of investment policy adjustment, including the case where a change in total investment capital by 20% or more changes the scale of the investment project.
This means: since March 1, 2026, when a project needs to change its investment capital, even if the increase/decrease exceeds 20% of the total capital, the investor only needs to carry out the procedure to adjust the IRC without having to apply for an investment policy adjustment from higher-level authorities. This is a significant simplification, helping investors save time and costs.
II. PROCEDURES FOR CHANGING INVESTMENT CAPITAL ON THE INVESTMENT REGISTRATION CERTIFICATE
2.1. Application dossier for adjusting investment capital
Pursuant to Clause 2, Article 56 of Decree No. 96/2026/ND-CP, the application dossier to adjust the Investment Registration Certificate when changing investment capital consists of two tiers: the core dossier applicable to all cases of adjustment, and supplementary documents depending on the specific content of the adjustment.
| No. | Dossier Component | Document Template(Circular 55/2026/TT-BTC) | Notes |
| 1 | Written request for adjustment of the Investment Registration Certificate | Form I.1.8 | |
| 2 | Report on the implementation status of the investment project up to the time of adjustment | Form I.1.9 | |
| 3 | Decision of the investor (organization) or equivalent document (individual investor) on the adjustment of the investment project | ||
| 4 | Documents on the legal status of the investor | ||
| 5 | Documents proving the financial capacity of the investor | In case of capital increase | |
| 6 | Other documents related to the investment project, requirements on conditions and capacity of the investor | If any |
2.2. Forms and methods of dossier submission
According to Clause 3, Article 6 of Decree No. 96/2026/ND-CP, investors may choose to submit the application dossier for adjusting the Investment Registration Certificate through one of the following methods:
- Submit directly at the competent investment registration authority;
- Submit via public postal services;
- Submit online through the National Investment Information System (using digital signatures, which hold equivalent legal validity to paper versions).
Note: The online submission form is only applicable when the National Investment Information System operates stably as confirmed by the competent authority.
2.3. Authority receiving the capital change dossier
The authority to receive and process the IRC adjustment dossier depends on the type of project and the initial issuing authority of the IRC, specifically:
- Provincial Industrial Zones/Economic Zones Management Board: for investment projects located within industrial zones, export processing zones, high-tech zones, and economic zones;
- Department of Finance: for projects outside industrial zones and economic zones that do not fall under the authority of other agencies.
2.4. Processing time
Pursuant to Clause 2, Article 56 of Decree No. 96/2026/ND-CP, the processing time limit for the application dossier to adjust the Investment Registration Certificate for investors (in case of a change in investment capital) is 07 working days from the date of receipt of a valid dossier.
III. FREQUENTLY ASKED QUESTIONS ABOUT CHANGING INVESTMENT CAPITAL
3.1. Does a change in investment capital require a change in charter capital?
According to the provisions of the Law on Enterprises 2020, the charter capital of an enterprise does not necessarily have to be equal to the investment capital of the project. Enterprises perform capital contribution or mobilize other capital sources to implement the project in accordance with the investment policy decision and the Investment Registration Certificate. Therefore, it is possible to increase investment capital without needing to increase charter capital.
3.2. Does a decrease in investment capital follow the same procedure as an increase?
Fundamentally, both increasing and decreasing investment capital are carried out through the IRC adjustment procedure. The difference is that documents proving financial capacity (capital increase documents) are not mandatory in the case of a capital reduction. However, investors still need to provide documents justifying the reasons and contents of the change.
CONCLUSION
Changing investment capital is an important legal procedure that investors must execute when there is an adjustment to the financial scale of a project. Under the latest provisions of the Law on Investment 2025 and Decree No. 96/2026/ND-CP, this process has been reformed towards significant simplification, particularly with the elimination of the requirement to apply for policy adjustment when capital changes by 20% or more.
The processing time for the investment capital change procedure is 07 working days from the date of receipt of a full and valid dossier. To ensure progress, investors need to prepare a complete dossier and submit it to the correct competent authority as prescribed. In cases where the change in investment capital involves other contents subject to investment policy adjustment, investors must perform supplementary procedures in accordance with current laws.
