Updated September 2026: This guide reflects the Law on Investment No. 143/2025/QH15, Decree No. 96/2026/ND-CP and the current enterprise-registration framework.
Vietnam has reversed the traditional licensing order for a newly established foreign-invested company. Under Article 19.2 of the 2025 Investment Law, a foreign investor may establish the economic organisation first and then apply for the project’s Investment Registration Certificate. The updated IRC and ERC Vietnam sequence therefore begins with market-access screening and the Enterprise Registration Certificate (ERC), followed by corporate setup and the Investment Registration Certificate (IRC).
IRC and ERC Vietnam: What Each Certificate Does
The ERC establishes the Vietnamese company as a legal entity. It records the enterprise name, head office, charter capital, owners or founding shareholders, legal representative and registered business lines. The enterprise code on the ERC is also the company’s tax identification number.
The IRC records the investment project: its investors, objectives, location, scale, total investment capital, funding, duration, implementation schedule and incentives. An ERC does not replace the IRC and does not authorise the company to implement a project or conditional activity that still requires investment or sector approval.
Step 1: Confirm Market Access and the Investment Route
Map the proposed activities to Vietnam’s business-line classifications and test them against Article 8 of the Investment Law, treaty commitments and sector legislation. Market-access conditions may cover foreign ownership, investment form, investor capacity, local partners or other operational requirements. These conditions must be satisfied when the foreign investor applies to establish the company.
Also confirm whether the project requires investment-policy approval. Projects involving certain land arrangements, scales, technologies, sectors or sensitive locations may require approval from the National Assembly, Prime Minister or provincial authority. This workstream must be addressed in the legally applicable sequence and is not eliminated by the ERC-first rule.
Step 2: Prepare the ERC Structure and Documents
Select the company form, ownership percentages, charter capital, registered office, business lines and legal representative. Corporate foreign investors generally provide legal-status documents, charter documents, authorisations and evidence identifying their authorised representatives. Overseas documents may require consular legalisation, Vietnamese translation and certification.
The company structure should already match the intended project. Avoid registering activities or capital figures that conflict with foreign market-access conditions or with the project proposal that will later support the IRC application.
Step 3: File and Obtain the Enterprise Registration Certificate
The enterprise-registration dossier is filed with the competent provincial business registration authority under the Law on Enterprises and Decree No. 168/2025/ND-CP, as amended by Decree No. 296/2026/ND-CP. The statutory processing period is generally three working days after receipt of a complete and valid dossier.
Once the ERC is issued, the company legally exists. However, management should distinguish corporate existence from permission to implement the proposed investment project. Where an IRC, investment-policy approval or sector licence is required, the company must obtain it before carrying out the regulated activity.
Step 4: Complete Seal, Bank Account and Tax Setup
The company decides the form, number and management of its seal; a physical carved seal is not mandatory in every case. It should activate electronic tax services, arrange digital signatures and invoices where applicable, organise accounting records, display the company name at the registered office and complete required post-registration disclosures.
The company may open payment accounts and should agree with its licensed bank on the correct direct investment capital account and remittance route. Capital contributions must follow the foreign-exchange rules, including Circular No. 06/2019/TT-NHNN as amended. Opening an account is not permission to implement an investment project prematurely.
Step 5: Assemble the IRC Dossier
The newly established company and relevant investors prepare the project dossier under the 2025 Investment Law and Decree No. 96/2026/ND-CP. It commonly includes legal-status documents, evidence of financial capacity, the project proposal, capital and funding plans, implementation schedule, premises or land documents and materials required for technology, construction, environment or conditional sectors.
Names, ownership, capital and business activities must be consistent across the ERC, company charter, investor documents and project proposal. Inconsistencies are a common reason for supplementary requests.
Step 6: File and Obtain the Investment Registration Certificate
The application is filed with the competent investment registration authority, which may be the provincial finance authority or the management board of an industrial park, export-processing zone, high-tech park or economic zone. Decree No. 96/2026/ND-CP governs the dossier, conditions and procedure.
For a straightforward project not requiring investment-policy approval, the statutory review follows the period prescribed by the new framework after a valid dossier is received. Actual timing may be longer if another authority must be consulted or the applicant must clarify market access, land, technology or sector conditions.
Step 7: Complete Project and Sector-Specific Licensing
After the IRC, complete the approvals needed before operations: business licences, retail outlet licences, construction and environmental procedures, fire-safety requirements, labour registrations or other sector permissions. Charter capital is generally due within 90 days from ERC issuance, but its contribution must also be coordinated with the project schedule, IRC and banking rules.
Indicative Timeline
- Market-access and structure review: usually 3–10 working days;
- ERC: generally 3 working days from a valid dossier;
- Corporate, banking and tax setup: commonly 5–10 working days;
- IRC: commonly around 10–15 working days for a straightforward valid dossier, subject to the applicable procedure;
- Conditional licences: varies materially by sector.
Frequently Asked Questions
Does the IRC still come before the ERC?
No. For a newly established foreign-invested economic organisation, Article 19.2 of Law No. 143/2025/QH15 permits establishment of the company before the IRC procedure. Market-access conditions still apply at the ERC stage.
Can the company operate immediately after receiving its ERC?
Not in every case. The ERC creates the legal entity, but a required IRC, investment-policy approval and sector licences must be obtained before the relevant project or regulated activity begins.
Is the company’s tax code issued separately?
The enterprise code on the ERC is also the tax identification number. The company must still activate its electronic tax, accounting and invoicing arrangements.
When should foreign capital be remitted?
The banking route and timing should be agreed with the licensed bank and aligned with the ERC, IRC, contribution deadline and foreign-exchange rules. Do not use a personal or incorrect account route.
Licence Your Vietnam Entity
IVLF Advisors supports the complete ERC-first, IRC-second process, including market-access analysis, enterprise registration, banking and tax setup, project registration and sector licences. See our company incorporation service, IRC guide and contact our team for a case-specific roadmap.
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.
