IRC vs ERC in Vietnam: Which Licences a Foreign Investor Needs and When
A foreign investor setting up a new company in Vietnam usually needs two licences. The Investment Registration Certificate (IRC) approves the investment project: what you will do, where, with how much capital and on what schedule. The Enterprise Registration Certificate (ERC) creates the company as a legal entity and gives it an enterprise code that is also its tax code. Under the Law on Investment 2025, effective 1 March 2026, a foreign investor can now obtain the ERC first, but the company must obtain its IRC within 12 months and cannot carry out the project until it does.
This guide explains what each certificate covers, which one comes first, who needs an IRC, the documents involved and how long the process takes.
Key Takeaways
The IRC approves the investment project under the Law on Investment; the ERC registers the company under the Law on Enterprises.
Most new foreign-invested companies need both. A Vietnamese company that receives foreign capital through a share purchase does not get a new IRC, but some deals must be registered first.
Since 1 March 2026, foreign investors may set up the company (ERC) before the IRC. Under Decree No. 96/2026/ND-CP, the company must then obtain the IRC within 12 months and may not implement the project before it.
The ERC is normally issued within 3 working days of a valid application; the IRC usually takes longer, so the full setup often takes one to three months.
What Is an Investment Registration Certificate (IRC)?
The IRC is the licence for a foreign investor's investment project. It is issued under the Law on Investment by the provincial investment registration authority, or by the management board of an industrial park, export processing zone, high-tech park or economic zone when the project is located there.
An IRC typically records:
The investor: the foreign individual or company making the investment.
The project: its name, objectives and scale.
The location: the address or land area where the project will operate.
The capital: total investment capital, the investor's own contribution and the contribution schedule.
The duration and schedule: how long the project runs and the main implementation milestones.
Incentives: any investment incentives that apply to the project.
The IRC also matters later. It is the legal basis for land lease or allocation, and changes to core project contents, such as objectives, capital or location, may require an IRC amendment.
What Is an Enterprise Registration Certificate (ERC)?
The ERC is the company's certificate of incorporation. It is issued under the Law on Enterprises by the provincial business registration office, and it is the document that proves the company exists as a legal entity.
An ERC records:
The company name in Vietnamese and, where registered, in a foreign language and abbreviated form.
The enterprise code, which is also the company's tax code.
The head office address.
The charter capital.
The legal representative and the owners, members or founding shareholders, depending on the company type.
Once the ERC is issued, the company can make a seal, open bank accounts, register for e-invoices and start its tax and accounting obligations. Our guide to the difference between a certificate of incorporation and a business registration certificate explains how these terms are used in other countries.
IRC vs ERC in Vietnam: The Key Differences
What it licenses: the IRC licenses the investment project; the ERC registers the company.
Governing law: the IRC falls under the Law on Investment 2025; the ERC falls under the Law on Enterprises.
Who needs it: the IRC is mainly for foreign investors and projects with foreign capital; the ERC is needed by every company, Vietnamese or foreign-owned.
Issuing body: the IRC comes from the investment registration authority or a zone management board; the ERC comes from the business registration office.
Main contents: the IRC sets out project objectives, location, capital and schedule; the ERC sets out the company name, tax code, address, charter capital and legal representative.
Typical timing: the ERC is usually issued within 3 working days of a valid application; the IRC usually takes around 10 to 15 working days for projects that do not need investment policy approval, and longer for those that do.
Which Comes First in 2026: IRC or ERC?
Before 1 March 2026, a foreign investor had to obtain the IRC first and could only register the company afterwards. The Law on Investment 2025 and Decree No. 96/2026/ND-CP now allow two routes:
IRC first, then ERC: the investor registers the project, then sets up the company. The new company becomes the investor of the project from the date its ERC is issued. This remains the familiar route and suits projects that need investment policy approval or land.
ERC first, then IRC: the investor sets up the company first, then applies for the IRC. The enterprise registration application must include a commitment that the company meets market access conditions for foreign investors.
The ERC-first route comes with three conditions under Article 72 of Decree 96/2026:
12-month deadline: the company must obtain the IRC within 12 months of its establishment.
No project activity yet: the company may implement the investment project only after the IRC procedure is complete.
No added business lines: the company may add other business lines to its enterprise registration only after the IRC has been issued.
The ERC-first route lets investors set up the company and prepare earlier, but it does not let them start the regulated business before the IRC. Practical points, such as how the charter capital deadline works before the IRC, are still being clarified, so confirm the route with your adviser and the local authority before you file.
Who Needs an IRC?
You will normally need an IRC if you are:
A foreign investor setting up a new company in Vietnam to carry out an investment project.
A foreign investor in a business cooperation contract (BCC) with a Vietnamese party.
Carrying out a project that needs investment policy approval, such as large projects or projects using certain land.
You generally do not need a new IRC if you are:
Buying shares or contributing capital to an existing Vietnamese company. However, transactions that give foreign investors control, involve sensitive land or relate to conditional business lines must be registered with the investment registration authority before completion. Our guide to M&A in Vietnam for foreign investors covers this route.
Opening a representative office, which uses a separate licensing procedure and cannot carry out direct business activities.
If your business line is conditional or has foreign ownership limits, check it first in our guide to conditional business lines in Vietnam.
Documents You Typically Need
Requirements vary by project and province, but a foreign investor usually prepares:
Investor documents: a passport for individuals, or the certificate of incorporation and charter for corporate investors, consularly legalised and translated where required.
Proof of financial capacity: such as a bank balance confirmation or the parent company's audited financial statements.
Office lease documents: the lease agreement and the landlord's documents showing the premises can be used as an office.
Project proposal: objectives, scale, capital, schedule and expected labour needs.
Company documents: the draft company charter and details of the legal representative and managers.
Authorisation documents: where a corporate investor appoints representatives or a service provider files on its behalf.
Legalising and translating overseas documents is often the slowest step, so start it early.
How Long Does It Take?
A typical foreign-invested company setup takes one to three months from the start of document preparation to the first operating steps. The main stages are:
Prepare and legalise documents: often 2 to 4 weeks, depending on the investor's country.
Obtain the IRC: usually 10 to 15 working days for projects without investment policy approval.
Obtain the ERC: usually 3 working days after a valid application.
Post-licensing steps: company seal, bank accounts, tax registration, e-invoices and the opening of a direct investment capital account for the foreign capital contribution.
Contribute charter capital: within the period set by law and the IRC schedule.
The capital contribution must go through the correct account. Our guide to the investment capital account in Vietnam explains the rules, and our Vietnam incorporation guide walks through the full setup process.
Common Mistakes to Avoid
Choosing business lines without checking market access: an investor may commit to conditions it cannot meet, especially under the ERC-first route.
Missing the 12-month IRC deadline: if you use the ERC-first route, plan the IRC application from day one.
Using an unsuitable office address: residential apartments generally cannot be used as a company head office.
Mixing up charter capital and investment capital: the charter capital does not have to equal the project's total investment capital, but both must match the IRC schedule.
Paying capital into the wrong account: foreign capital should be contributed through the direct investment capital account.
Frequently Asked Questions
What is the difference between an IRC and an ERC in Vietnam?
The IRC is the licence for a foreign investor’s investment project, covering objectives, location, capital and schedule. The ERC is the company’s certificate of incorporation, showing its name, tax code, address, charter capital and legal representative. Most new foreign-invested companies need both.
Can a foreign investor get an ERC before an IRC?
Yes. Since the Law on Investment 2025 took effect on 1 March 2026, a foreign investor may set up the company first. Under Decree 96/2026, the company must obtain the IRC within 12 months and may not implement the investment project before it does.
Does a foreign investor need an IRC to buy shares in a Vietnamese company?
Usually not. Buying shares or contributing capital to an existing Vietnamese company does not require a new IRC, but deals that give foreign investors control, involve sensitive land or relate to conditional business lines must be registered before completion.
How long does it take to get an IRC and ERC in Vietnam?
The ERC is usually issued within 3 working days of a valid application. The IRC usually takes around 10 to 15 working days for projects that do not need investment policy approval. Including document preparation, most setups take one to three months.
Who issues the IRC and ERC?
The IRC is issued by the provincial investment registration authority, or by the management board of an industrial park, high-tech park or economic zone. The ERC is issued by the provincial business registration office.
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This article is general information as of 10 November 2026, not legal advice.
Sources
Law on Investment No. 143/2025/QH15, effective 1 March 2026.
Decree No. 96/2026/ND-CP guiding the Law on Investment, Article 72, issued 31 March 2026.
Viet Nam News: Amended investment law among notable policies taking effect in March, 27 February 2026.
Law on Enterprises No. 59/2020/QH14, as amended.
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