IRC and ERC in Vietnam: what foreign investors need in 2026

Updated 2026-08-30

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. This guide explains 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?

IRC — Investment Registration Certificate (Giấy chứng nhận đăng ký đầu tư) records the investment project and confirms the investor is allowed to carry it out. It does not create a legal entity by itself.

ERC — Enterprise Registration Certificate (Giấy chứng nhận đăng ký doanh nghiệp) is the company birth certificate. It registers the enterprise as a legal person with a tax code and charter.

Most FDI projects need both. IRC answers "is this project permitted?"; ERC answers "what is the company?"

IRC-first vs ERC-first (from 1 March 2026)

Under the Investment Law 2025 (143/2025/QH15, Article 19(2)), a foreign investor may now establish the enterprise (ERC) before completing IRC, if market-access conditions are met and the registration dossier includes the required commitment.

The traditional IRC-first route still works and is often safer when the project needs upfront investment approval. ERC-first can suit investors who need a legal entity quickly but must still complete IRC within the statutory deadline — operating without IRC when one is required creates compliance risk for profit remittance and capital accounts.

InTimeVisa is a private agent. We prepare and lodge dossiers; the Department of Finance (Sở Tài chính) or the industrial-zone authority issues the certificates.

• IRC-first: investment dossier → IRC → enterprise registration → ERC (classic FDI sequence)
• ERC-first: enterprise registration with market-access commitment → ERC → IRC within the legal deadline
• 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

From 1 July 2025, both investment (IRC) and enterprise (ERC) registration functions moved to the provincial Department of Finance (Sở Tài chính), which took over from the former Department of Planning and Investment.

Projects inside an industrial zone, export-processing zone or economic zone may still have IRC issued by the zone management board. We file to the correct authority for your province and zone.

Timelines (authority processing, not full project time)

By law, IRC takes about 15 working days and ERC about 3 working days once a complete dossier is accepted. In practice, legalisation of overseas documents and supplementary rounds often push the full project to 4–8 weeks.

Charter capital must be contributed within 90 days of ERC issuance through the direct investment capital account (DICA) for foreign-owned or majority-owned companies.

After IRC and ERC: what still needs doing

Neither certificate means the company is ready to trade. Typical post-licensing steps include company seal, tax registration and e-invoices, corporate bank account, DICA capital account, charter-capital contribution, and any sub-licences for conditional business lines.

• Seal and published company details
• Tax code, initial tax setup and e-invoice registration
• Corporate bank account and DICA
• Sub-licences (F&B, education, recruitment, etc.) if the business line requires them
• Work permits and TRC for foreign employees — separate from IRC/ERC