Scenario: an FDI investor receives the investment registration certificate and announces the project ‘licensed’. Six months later the factory cannot operate: the IRC authorized the project, but the fire-safety certificate, the environmental license and the conditional business licenses were never applied for. The IRC is the foundation — not the building.
The two-layer system: IRC first, sectoral licenses second
Vietnam’s FDI licensing works in two layers. The investment registration certificate (IRC) records the project’s objectives, scale, location, duration and investment capital — it answers ‘what investment is approved’. The sectoral licenses (‘sub-licenses’) answer ‘may this specific activity operate’ — and each conditional business line needs its own: fire prevention and fighting approval, environmental license, food safety certificate, education license, and dozens of others depending on the sector.
The critical point: the IRC does not substitute for any sectoral license, and a sectoral license does not substitute for the IRC. Operating with one layer missing is operating without authorization for that layer.
When sub-licenses are needed: three triggers
- The business line is conditional: check the project’s registered lines against the conditional business list (Appendix IV, Investment Law 143/2025/QH15) — each conditional line maps to a licensing authority.
- The facility triggers technical approvals: construction, fire safety, environment and labor safety approvals attach to the physical project regardless of the business line.
- The activity is regulated per-transaction: import of conditional goods, foreign labor permits, and similar activity-level permissions.
Sequencing to avoid dead time
The expensive mistake is sequential filing: waiting for the IRC before starting sectoral dossiers. The efficient approach runs three tracks in parallel — (1) investment procedures with the investment registration authority; (2) enterprise establishment (note that under Article 19(2) of the Investment Law 143/2025, foreign investors may establish the economic organization before IRC issuance, subject to market access conditions); and (3) sectoral license dossiers prepared alongside, filed as soon as their prerequisites are met.
Map every license to its issuing authority and statutory timeline at the planning stage, then manage the critical path like a construction schedule — because that is what it is.
Frequently asked questions
1. Is the IRC the ‘master license’ covering everything?
No. It authorizes the investment project; sectoral activities need their own licenses.
2. Can we apply for sectoral licenses before the IRC issues?
Preparation can run in parallel; filing depends on each license’s prerequisites — many require the enterprise to exist first.
3. Who issues the IRC?
The investment registration authority — the provincial investment agency or the industrial park management board for projects inside parks.
4. What if we add a business line later?
Adding lines means amending the IRC’s objectives and obtaining any new sectoral licenses the added line requires — before operating the new line.
5. Do sub-licenses expire?
Many do — environmental licenses, fire safety approvals and sectoral business licenses carry validity periods and renewal duties; diary them at issuance.
This article has been quality-reviewed by the FLAW AI Legal Council