Confusing the IRC and the ERC confuses two different legal questions: the IRC answers ‘may this project be invested in Vietnam’, while the ERC answers ‘which legal person will implement that project’ — one certifies the project investment right, the other gives birth to the company. What is most often underestimated in planning is precisely Confusing the IRC and ERC, because the cost of fixing things later is always a multiple of the cost of doing them right from the start.
Short answer
In short: the investment registration certificate (IRC, under Investment Law 143/2025) records the investor, project, location, scale and investment capital; the enterprise registration certificate (ERC, under Enterprise Law 59/2020) records the company legal person, charter capital, business lines and legal representative. For an FDI project requiring an IRC, the sequence is IRC first, then enterprise registration for the ERC on the basis of the recorded project.
For the rules on Confusing the IRC and ERC below, the letter of the legal text and filing practice must be distinguished, since the latter may differ between localities and between commercial banks.
Detailed analysis
Core differences sit on four axes: the recorded object (an investment project versus a company legal person), the issuing authority (the provincial investment registration office or the economic — industrial zone management board versus the business registration office), the parameter content (investment capital and project schedule versus charter capital and member structure), and change consequences (investment project amendment versus enterprise registration change — many real changes must be made in both places for the two documents to match). One little-noticed consequence: not every FDI project has an IRC; a foreign investor contributing capital or buying shares into an existing Vietnamese company follows a different capital contribution registration — approval mechanism, and the target company keeps its own ERC.
The confusion breeds concrete operational errors: citing the IRC number when a partner needs the enterprise code, bringing project documents to open a capital account while the bank needs both, registering a change at one authority and forgetting the other so information diverges, and worst of all believing an ERC alone grants the right to implement a project that requires an IRC. The correct memory model is a chain: the investment right is recorded first (IRC), the legal person is born second (ERC), and the two documents must be administered as a pair throughout the project life.
Framework: the investment registration certificate, issuance and amendment cases under Investment Law 143/2025/QH15 (effective 1 March 2026) and Decree 96/2026/ND-CP; the enterprise registration certificate, contents and procedures under Enterprise Law 59/2020/QH14 and Decree 168/2025/ND-CP; foreign investor capital contribution and share purchase into existing companies under a separate registration — approval mechanism in the Investment Law framework.
Risks and practical notes
In Confusing the IRC and ERC, beyond administrative fines, the company may also face the bank refusing transactions, being classified as high-risk by the tax authority, and partners demanding an explanation of its legal status.
The specific risk: the two documents of two authority systems do not synchronise automatically — every change made on one side while forgetting the other silently creates a contradictory document pair, and that contradiction surfaces only at transactions needing both documents at once, such as opening a capital account, amending the project or exiting.
Action checklist
- Store and administer the IRC — ERC as one paired file with one shared parameter comparison table
- Run every information change through the question: must this be registered at one authority or both
- In transactions, carry both documents and cite the correct number — code of each type
- Train admin staff to distinguish the project code on the IRC from the enterprise code on the ERC
- Check annually that project parameters and company parameters still match
Frequently asked questions
What is the difference between the investment licence (IRC) and business registration (ERC)?
The IRC records the right to implement a specific investment project of a specific investor (project, location, investment capital, schedule), issued by the investment registration authority under the Investment Law. The ERC records the birth of the company legal person implementing the project (name, charter capital, business lines, representative), issued by the business registration office under the Enterprise Law. One is the project paper, the other the company paper.
Which one comes first for an FDI project?
IRC first, ERC second, for a newly formed project requiring an investment registration certificate: the enterprise registration dossier of a foreign-invested economic organisation is processed on the basis of the recorded project. Where the investor contributes capital into an existing company, no new IRC arises for that transaction.
Can one replace the other?
No. The ERC proves the company validly exists but does not replace project investment recording; the IRC records the project but creates no legal person to sign contracts, open accounts and bear tax duties. A newly formed FDI company needs both, each paper for its own legal function.
What mistakes does this confusion cause?
Typical errors include using the wrong document number with banks — partners, changing information at one authority and forgetting the other causing data divergence, mistaking investment capital on the IRC for charter capital on the ERC, and believing an ERC alone suffices to implement a project requiring an IRC. This article analyses each error with its prevention mechanism.
FLAT Law Firm accompanies investors
On Confusing the IRC and ERC, for advice tailored to your company’s specific situation, please contact the FLAT Law Firm for a case assessment; we will propose a workable filing path based on your project structure and timeline. If your company has just received its licences or is about to carry out its first transaction, a dossier review with the FLAT Law Firm team can surface inconsistencies early, before they become penalties or rejected filings.
This article has been quality-reviewed by the FLAW AI Legal Council