Licensing a foreign-invested company means obtaining two certificates in sequence. IRC and ERC Vietnam procedures are frequently described as a single step, but they involve different authorities, different dossiers and different statutory clocks, and the second cannot begin until the first has issued.
This guide sets out the seven steps we run for clients, with the timelines that apply under Decree 96/2026/ND-CP guiding the Law on Investment.
IRC and ERC Vietnam: What Each Certificate Does
The investment registration certificate records the project: its objective, location, scale, total investment capital, schedule and any incentives. It is the investor’s authority to implement the project and is issued by the provincial investment authority, or by the management board where the project sits in an industrial park, export processing zone, economic zone or hi-tech park.
The enterprise registration certificate records the company: its name, head office, charter capital, owners, legal representative and business lines. It is what makes the company a legal person. In the IRC and ERC Vietnam sequence the project is approved first and the company is formed second.
IRC and ERC Vietnam Step 1: Confirm Market Access
Before any document is drafted, the intended activities are mapped to business lines and tested against Vietnam’s treaty commitments and domestic conditions. A single conditional line can add months, and it is usually better to launch with a narrow scope and add lines later.
Where the sector is capped or unlisted, expect the authority to consult the specialised ministry. Our market access conditions guide and our note on WTO commitments explain how the tests interact.
IRC and ERC Vietnam Step 2: Investment Policy Approval Where Required
Certain projects require investment policy approval before the investment registration certificate can issue, including projects involving land allocation without auction, large-scale projects, and projects in sensitive sectors or locations. Approval sits with the National Assembly, the Prime Minister or the provincial People’s Committee depending on scale.
Most ordinary manufacturing, trading and services projects do not require it. Confirming this early is important because it is the single largest driver of timeline variance in the IRC and ERC Vietnam process. See our guide to investment policy approval.
IRC and ERC Vietnam Step 3: Assemble the IRC Dossier
The dossier comprises the application form, the investor’s corporate documents, evidence of financial capacity such as audited accounts or a bank confirmation, the project proposal, documents evidencing the intended location, and for conditional lines evidence that the conditions are met.
Foreign documents require consular legalisation and certified Vietnamese translation. Legalisation abroad usually takes three to six weeks and is the real critical path, so it should start before the lease is finalised.
IRC and ERC Vietnam Step 4: File and Obtain the IRC
Filing is made through the national investment information portal and in hard copy. Under Decree 96/2026/ND-CP the authority issues the investment registration certificate within ten working days where the prescribed conditions are met, a materially shorter period than under the previous framework.
Where investment policy approval is required, the certificate issues after that approval. Supplementary requests restart the clock in practice, so a complete first filing is worth the extra preparation time. Our guide to the investment registration certificate covers the detail.
IRC and ERC Vietnam Step 5: Obtain the ERC
With the investment registration certificate in hand, the company files for enterprise registration: application, charter, list of members or shareholders, identification documents of owners and the legal representative, and the investment registration certificate. The business registration office issues the enterprise registration certificate within three working days of a valid dossier.
The company name must be unique nationally, and at least one legal representative must reside in Vietnam. Our note on the enterprise registration certificate sets out the requirements.
IRC and ERC Vietnam Steps 6 and 7: Post-Licensing
After the enterprise registration certificate the company registers its seal, obtains a tax code and registers for electronic invoicing, opens ordinary accounts and the direct investment capital account, registers labour use, and contributes charter capital within ninety days.
Sector sub-licences follow where required, for example a business licence for distribution activities under Decree 09/2018/ND-CP. Expatriate staff need work permits from the provincial People’s Committee under Decree 219/2025/ND-CP, and the company should calendar the annual investment reporting obligations from day one.
15 Things to Prepare Before Setting Up an FDI Company in Vietnam
A four-page pre-filing checklist covering structure and market access, capital and the DICA account, licensing and legalisation, work permits, and tax. Current to July 2026, including Decree 96/2026/ND-CP, Decree 219/2025/ND-CP and Decree 236/2025/ND-CP.
Frequently Asked Questions
How long does the whole process take?
Six to ten weeks is realistic for an ordinary project, with legalisation abroad the longest single element. Conditional lines or policy approval extend this materially.
Can the IRC and ERC be applied for together?
No. The enterprise registration application requires the investment registration certificate number, so the sequence is fixed.
Is a lease required before filing?
Documents evidencing the intended location are part of the dossier. A memorandum of lease is usually accepted at filing stage.
What if the project scope changes later?
File an adjustment to the investment registration certificate. See our note on IRC adjustment.
Licence Your Vietnam Entity
IVLF Advisors runs the full IRC and ERC Vietnam process, from market access opinion and legalisation planning through filing, sub-licences, capital accounts and work permits. See also our company incorporation service and guidance from the Ministry of Planning and Investment. Contact our team.
This article is provided for general information only and does not constitute legal advice for any specific case. Regulations may change – please consult a qualified professional before acting. Should further analysis be required, please contact one of our lawyers below.
