Vietnam FDI Company Setup FAQ: IRC, ERC & Ownership

Updated Oct 3, 2026

Thinking about opening a foreign-invested company in Vietnam and wondering where to start? These are the questions investors ask us most — the IRC and ERC, minimum capital, whether you can own 100%, and which sectors are restricted. We prepare and lodge both dossiers while the authorities issue the certificates, and we're glad to pre-check your exact business lines.

What is the difference between the IRC and the ERC, and why do I need both?

For a newly formed LLC or joint-stock company with a foreign investor carrying out a project requiring an IRC, the IRC records the project and the ERC registers the enterprise; the company acquires legal personality when its ERC is issued. Capital contributions and acquisitions of shares or interests follow separate rules and do not automatically require a new IRC. (143/2025/QH15) (59/2020/QH14)

Can I get ERC before IRC from March 2026?

In some cases, yes. Under Investment Law 143/2025/QH15 (143/2025/QH15) (in force 1 March 2026, Art. 19(2)), a foreign investor may register the enterprise (ERC) first if market-access conditions are met and the dossier includes the required commitment; the IRC must then be completed within 12 months (Decree 96/2026/ND-CP, Art. 72(4)). IRC-first remains common when the project needs in-principle investment approval. See /guides/vietnam-irc-erc-guide/ for both routes. InTimeVisa is a private agent, not a licensing authority. If the company is established first, it must complete the procedure to obtain its IRC within 12 months of establishment. It may implement the project only after the IRC issuance or adjustment procedure is complete, and add other business lines only after the IRC has been issued. The registration application must include a commitment to meet foreign-investor market-access conditions (Decree 96/2026/NĐ-CP (96/2026/NĐ-CP), Article 72(3)–(4)).

How long does the whole process really take?

IRC · 10 working days — projects requiring no investment policy approval and meeting Article 39(3). (96/2026/NĐ-CP) For a project requiring an IRC with simultaneous investment policy and investor approval, the authority issues the IRC within 5 working days of receiving the decision (Article 38(1)(a)). For an approved project with an auction or tender winner, or investor approval under Article 23(3), the 5 working days run from receipt of the application letter; an economic-zone board approval under Article 38(3) is issued together with the IRC. (96/2026/NĐ-CP) The special investment procedure takes 15 working days (Decree 96/2026/NĐ-CP (96/2026/NĐ-CP), Article 47(5)(b)). The ERC is issued within 3 working days (Enterprise Law 59/2020/QH14 (59/2020/QH14), Art. 26(5), as amended by Law 76/2025/QH15 (76/2025/QH15)). In practice — this is our estimate, not a legal deadline — plan for roughly 4–8 weeks from your first document to a company that is fully up and running: most of the extra time goes into legalizing overseas documents and any rounds of supplementary requests. Getting the paperwork right the first time is the single biggest way to keep it short, which is exactly what we do.

Is there a minimum capital to set up an FDI company?

Capital requirements must be checked for the exact activity and project. IRC assessment includes financial capacity and any applicable investment-per-area and workforce requirements. Charter capital need not equal project investment capital; we check the dossier against the applicable requirements before filing. (96/2026/NĐ-CP)

Can I own 100% of the company, or do I need a Vietnamese partner?

Prohibited business activities, conditional business activities and foreign-investor market-access restrictions are different categories. Appendix I of Decree 96/2026/NĐ-CP (96/2026/NĐ-CP) lists activities with no foreign-investor market access and activities with conditional access. Whether 100% foreign ownership or a joint venture is available depends on the exact activity, nationality and applicable conditions.

Which sectors are restricted or conditional for foreign investors?

Prohibited business activities, conditional business activities and foreign-investor market-access restrictions are different categories. Appendix I of Decree 96/2026/NĐ-CP (96/2026/NĐ-CP) lists activities with no foreign-investor market access and activities with conditional access. Whether 100% foreign ownership or a joint venture is available depends on the exact activity, nationality and applicable conditions.

Where are the applications actually lodged?

The IRC dossier goes to the competent investment registration authority under Article 27 of the Investment Law. Generally, the management board handles projects within industrial, export-processing, hi-tech, concentrated digital technology or economic zones, and the Department of Finance handles projects outside zones. Multi-province projects, projects inside and outside zones, zones without a board, and dossiers requiring investment policy approval have specific filing rules; we identify the authority for your project. (143/2025/QH15) The ERC is issued by the business registration office of the provincial Department of Finance, even for a project inside an industrial zone; only a company whose address is in a hi-tech park registers with the hi-tech park board (Decree 168/2025/ND-CP (168/2025/NĐ-CP), Art. 20(1)). As your authorized representative we prepare the dossiers and lodge them with the correct office; the authority reviews them and issues the certificates.

Can a foreigner be the legal representative or director of the company?

A foreign individual may serve as legal representative or director if the applicable conditions are met. An LLC or joint-stock company may have one or more legal representatives and must ensure at least one resides in Vietnam; when the sole Vietnam-resident representative leaves Vietnam, written authorization to another Vietnam-resident individual is required under Article 12(3) of the Enterprise Law. (59/2020/QH14)

Do I need a Vietnamese bank account for the capital, and how does the capital get in?

The capital-account type depends on the investment structure, IRC requirement and transaction, rather than ownership percentage alone. An enterprise formed with a foreign investor and required to obtain an IRC falls under Article 3(2)(a) of Circular 06/2019/TT-NHNN. For enterprises under point (b), the current threshold is more than 50% under Article 11(3) of Circular 03/2025/TT-NHNN. LLC members or owners contribute charter capital within 90 days of the ERC, excluding time for transport, import and ownership-transfer procedures for contributed assets. Joint-stock company shareholders pay within 90 days or a shorter period in the charter or subscription agreement, with the asset-related exclusions in Article 113(1). Project-capital schedules in the IRC are checked separately. (59/2020/QH14)

What documents do I need to provide as an investor?

Prepare evidence of investor identity or status and the project’s financial capacity. Article 32(1)(c) of Decree 96/2026/NĐ-CP (96/2026/NĐ-CP) allows at least one of: the latest two years’ financial statements, a parent-company or financial-institution support commitment, a financial-capacity guarantee, or other evidence of financial capacity. Bank statements or balance confirmations must be assessed for the specific dossier. From 11 September 2026, public documents covered by the Convention from countries where it applies with Vietnam use Apostille, subject to applicable exemptions or rules requiring no certification. Documents outside its scope or between countries without a Convention relationship are assessed under consular certification/legalization rules and exemptions. Foreign-language ERC documents require a Vietnamese translation with the translator’s signature certified under Article 10(2) of Decree 168/2025/NĐ-CP (168/2025/NĐ-CP) as amended by Article 19(1) of Decree 296/2026/NĐ-CP (296/2026/NĐ-CP); IRC documents follow Article 5 of Decree 96/2026/NĐ-CP. (293/2026/NĐ-CP)

Do I need a physical office in Vietnam to register?

The company needs a registered office in Vietnam with an identifiable contact address. Before choosing leased or serviced premises, check the right to use the location, its permitted use and the requirements for the activity and project. (59/2020/QH14)

What is a sub-license and will my business need one?

Some activities are subject to business conditions. These may require a license, certificate, professional credential, confirmation or approval, or compliance without a written confirmation. We check the exact activity and the conditions to meet and maintain when operating. (143/2025/QH15) (96/2026/NĐ-CP)

As the investor, will I also need a work permit to work at my own company?

An LLC owner or capital-contributing member, or a joint-stock company board chair or member, with a contribution of at least VND 3 billion is exempt under Article 7(2)–(3) of Decree 219/2025/NĐ-CP. These cases do not require an exemption certificate; the employer must notify the competent authority at least 3 working days before work starts under Article 9(4). Other cases require assessment of the role and applicable conditions.

Can setting up the company get me a temporary residence card (TRC)?

Company formation does not automatically confer eligibility for a temporary residence card. We check the current entry and residence category, investor role, capital contribution and supporting documents before preparing a TRC application.

Am I a "beneficial owner" I have to declare, and what tax will the company pay?

Basis: Enterprise Law 59/2020/QH14 (59/2020/QH14), amended by 76/2025/QH15 (76/2025/QH15); Decree 168/2025/NĐ-CP (168/2025/NĐ-CP), amended by 296/2026/NĐ-CP (96/2026/NĐ-CP) (296/2026/NĐ-CP). Beneficial owners are identified under Articles 17–18 of Decree 168/2025/NĐ-CP as replaced by Articles 3–4 of Decree 296/2026/NĐ-CP. The rules cover direct or indirect ownership of at least 25% of capital or voting shares, family or contractual groups, general partners, actual control and a fallback to the highest-authority individual manager. Founders and enterprises must trace each ownership layer to identify the individuals to declare. Tax, invoicing and incentive requirements are checked against revenue, activities, transactions, location and eligibility conditions. We identify the current original rules for the specific case before stating a rate or filing requirement.

What still has to happen after I get the ERC?

After the ERC, we check the case-specific tax and invoicing duties, bank and capital accounts, capital contributions, business conditions and seal arrangements. The enterprise number is also its tax number; the enterprise determines its seal type, including a carved seal or digital signature under Article 43 of the Enterprise Law. The requirements and timing depend on the case. (59/2020/QH14) (168/2025/NĐ-CP) (296/2026/NĐ-CP) LLC members or owners contribute charter capital within 90 days of the ERC, excluding time for transport, import and ownership-transfer procedures for contributed assets. Joint-stock company shareholders pay within 90 days or a shorter period in the charter or subscription agreement, with the asset-related exclusions in Article 113(1). Project-capital schedules in the IRC are checked separately. (59/2020/QH14) Some activities are subject to business conditions. These may require a license, certificate, professional credential, confirmation or approval, or compliance without a written confirmation. We check the exact activity and the conditions to meet and maintain when operating. (143/2025/QH15) (96/2026/NĐ-CP)