IRC and ERC in Vietnam: A Foreign Investor's Guide (2026)
By Dee (Diep) Hoang, Khai Ho
A foreign investor recently asked us a simple question with an expensive answer: "Which licence do I apply for first?" The company had already signed a factory lease, but could not sign employment contracts or open a proper bank account. It was stuck between two certificates — and had sequenced them the wrong way.
Setting up in Vietnam as a foreign investor turns on two documents: the Investment Registration Certificate ("IRC") and the Enterprise Registration Certificate ("ERC"). Getting the IRC and ERC in Vietnam right — in the correct order, with a complete dossier — is what stands between a plan on paper and a company that can actually trade. This guide explains what each certificate does, which to apply for first, and how long the process really takes.
What is an IRC?
The IRC — Giấy chứng nhận đăng ký đầu tư — is the principal investment approval for foreign investors in Vietnam. It records the investor's right to carry out a specific project and sets out the terms of that project.
Each IRC covers one investment project. A foreign-invested enterprise with several distinct activities may hold more than one IRC. The certificate captures the core commercial details of the investment:
- Investor information — the personal and corporate details of the project investors.
- Project contents — name, objectives, scale, location, land and water area used, capital, term, implementation schedule, and technology applied.
- Investment incentives — any tax breaks, rental exemptions or reductions, accelerated depreciation, or increased deductible expenses that apply.
The IRC is issued by the Department of Finance (DOF), or by the relevant authority where the project sits in a special zone such as an industrial zone, economic zone, or export processing zone.
Why the IRC matters
The IRC is not paperwork for its own sake. It is a gate that later steps depend on:
- It approves your business objectives. Only at the IRC stage does the licensing authority assess and approve what the company is actually allowed to do. The ERC does not do this.
- It unlocks incentives. Investment incentives and support apply only to an approved IRC project.
- It supports downstream licences. Many sub-licences require a valid IRC to be issued and kept in force.
- It enables key banking and capital transactions. Certain transactions — such as medium- and long-term foreign loans, or transferring overseas profits — require a valid IRC.
What is an ERC?
The ERC — Giấy chứng nhận đăng ký doanh nghiệp — is the foundational licence for every enterprise in Vietnam. It officially incorporates the company and establishes it as a legal entity under Vietnamese law. It is defined in the Law on Enterprises (Law No. 59/2020/QH14, as amended, the "LOE").
Where the IRC approves the investment, the ERC creates the company. Without a valid ERC, the entity cannot:
- Act as a legal entity — sign contracts, enter transactions, or conduct any business operations.
- Complete downstream procedures — apply for sub-licences, sector-specific approvals, or tax registrations.
- Satisfy contractual conditions — land lease MOUs and joint venture agreements commonly require the ERC before the deal moves to its next stage.
The three company forms most often used by foreign investors are the single-member limited liability company (one investor), the multi-member LLC (two to fifty investors), and the joint stock company (three or more founding shareholders).
IRC or ERC first — which do you apply for?
This is the question that catches investors out, and the answer changed in 2026.
Under the Law on Investment 2025 (Law No. 143/2025/QH15), foreign investors may now apply for the ERC before the IRC. This flexibility matters for anyone under time pressure. Establishing the company first lets you take concrete steps — signing employment contracts, executing a land lease, or putting operational infrastructure in place — while the IRC is still being processed.
If you take the traditional route and obtain the IRC first, you must include the IRC in the ERC dossier at incorporation. Either sequence is valid. The right choice depends on what you need to do first: lock in your investment terms and incentives, or stand up an operating entity quickly.
For most greenfield projects, the decision comes down to whether your critical path runs through the investment approval or through the entity itself. If you need a signed lease and a payroll before anything else, the ERC-first route is now open to you. If your project depends on securing specific incentives or a conditional-sector approval, the IRC should lead. Our Vietnam FDI licensing guidance can help you map the right order for your project.
Documents you need
The IRC dossier and the ERC dossier are separate. Both scale with the complexity of the project.
For the IRC, the standard dossier includes:
- A written application on the prescribed form.
- Investor identity — a certificate of incorporation (corporate investor) or passport (individual).
- Evidence of financial capacity — two years of audited financials, a parent company commitment letter, or a financial guarantee.
- An investment project proposal on the prescribed form.
- Premises documents — a lease agreement, letter of intent, or certificate of land use rights.
The more complex the project, the more the authority will ask for. Manufacturing projects, for example, often require an explanation of the production process, a list of equipment and machinery, and documents on environmental impact.
For the ERC, the dossier varies by company type but generally includes the enterprise registration application form, the company charter, lists of members or shareholders, a list of beneficial owners where applicable, and legal documents for the owner, legal representative, and any authorised representatives. Where the IRC was obtained before incorporation, it must be included in the ERC dossier.
Process and timeline
The IRC process runs through four stages:
(1) Prepare your dossier — gather the documents above.
(2) Submit — file with the DOF, or the relevant zone authority, generally through the Public Administrative Centre or online portal.
(3) Review — the authority examines the dossier. For higher-risk projects, it may consult other agencies, such as the environmental authority.
(4) Issuance — if the dossier is valid and complete, the IRC is issued. If not, the authority requests amendments and a further review round begins.
Here is the reality check on timing. The statutory timeline is 10 working days from a valid dossier. In practice, expect at least several weeks. The gap comes from incomplete dossiers, requests for supplemental documents, and inter-agency consultation. Building this buffer into your project plan is the single most useful thing you can do to avoid downstream surprises.
The ERC is filed with the provincial DOF where the head office is located, or the relevant zone authority for enterprises in high-tech zones.
After the ERC — incorporated, but not yet trading
Obtaining the ERC establishes the legal entity. It does not make the company operational. Before you can start doing business, several post-establishment steps must be completed:
- Company seal engraving.
- Capital contribution bank account — opening the account to receive charter capital.
- Tax registration and confirmation of tax category.
- Electronic signature and e-invoice registration.
- Sector-specific sub-licences for any conditional business activities.
Treat these as part of the setup timeline, not an afterthought. A company with an ERC but no tax registration or capital account is incorporated on paper and idle in practice.
What this means for your Vietnam entry
If you are planning to enter Vietnam, three practical points follow from all of this:
(1) Decide your sequence deliberately. The 2025 flexibility to file the ERC before the IRC is a genuine advantage — but only if you use it on purpose, matched to your critical path.
(2) Plan around weeks, not days. The 10-working-day statutory period is a floor, not a forecast. Sequencing land, financing, and hiring around a realistic multi-week timeline protects your launch date.
(3) Budget for the post-ERC steps. Incorporation is the midpoint of setup, not the finish line. For a view of what comes next, see our guide to foreign ownership rules in Vietnam before finalising your structure.
Getting the IRC and ERC right at the outset — in the correct order, with complete dossiers, and a realistic timeline — is the difference between a smooth market entry and a stalled one. For advice on how the IRC and ERC process applies to your specific project, contact Dilinh Legal at contact@dilinh.com.
About the author
Dee Hoang is the Founding Partner of Dilinh Legal, a business law firm in Ho Chi Minh City. She founded the firm in 2010 and has built it into one of Vietnam's leading practices in Corporate and M&A. Dee has been ranked by Chambers as a leading lawyer in Corporate & M&A since 2020. Dilinh Legal is ranked by Chambers Asia in Corporate & M&A, Dispute Resolution, and Labour & Employment, and by Legal500 in Corporate & M&A and Dispute Resolution.
For advice on protecting your business's confidential information and drafting enforceable agreements under Vietnamese law, contact Dilinh Legal at contact@dilinh.com.
This article is for general information only and does not constitute legal advice. For further information, please contact Dilinh Legal at contact@dilinh.com | +84 (28) 73000864 | dilinh.com