IRC and ERC in Vietnam: what foreign investors need in 2026
Foreign investors in Vietnam usually hear two acronyms early: IRC (Investment Registration Certificate) and ERC (Enterprise Registration Certificate). They are not the same document, and since 1 March 2026 the law also allows an ERC-first route in some cases. Read on for the difference, when each path applies, where files are lodged after the July 2025 merger, and what comes after both certificates are issued.
What are IRC and ERC?
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.
IRC-first vs ERC-first (from 1 March 2026)
Since 1 March 2026, Article 19(2) of Investment Law 143/2025/QH15 permits enterprise formation before the IRC when market-access conditions are met. 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, Article 72(3)–(4)).
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, Article 72(3)–(4)).
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. The ERC is issued by the business registration authority under the Department of Finance; addresses in a hi-tech park fall under its management board (Article 20(1), Decree 168/2025/NĐ-CP, as amended by Decree 296/2026/NĐ-CP).
- IRC-first: investment dossier → IRC → enterprise registration → ERC (classic FDI sequence)
- 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, Article 72(3)–(4)).
- Capital contribution via M&A into an existing Vietnamese company follows a different path — not every share purchase needs a new IRC project
Where to file after the 2025 merger
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.
The ERC is issued by the business registration authority under the Department of Finance; addresses in a hi-tech park fall under its management board (Article 20(1), Decree 168/2025/NĐ-CP, as amended by Decree 296/2026/NĐ-CP).
Timelines (authority processing, not full project time)
For projects requiring no investment policy approval and meeting Article 39(3) of Decree 96/2026/NĐ-CP, the IRC is issued within 10 working days of receipt of a valid dossier. 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. The special investment procedure applies only to projects within Article 28 of the Investment Law: 15 working days from receipt of the dossier under Decree 96, Article 47(5)(b). ERC: 3 working days from receipt of a valid dossier under Enterprise Law Article 26(5). Preparation, authentication and supplementary documents take additional time; the overall estimate is assessed for your file.
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. 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.
After IRC and ERC: what still needs doing
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. 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.
- 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.
- 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.
- 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.
Sources
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