Setting Up an FDI Company in Vietnam in 2026: The Full Process from IRC to ERC under Investment Law 143/2025

Many foreign investors still plan FDI company formation in Vietnam 2026 the old way: obtain the Investment Registration Certificate (IRC) first, then register the enterprise (ERC). Since 1 March 2026, that is no longer the only permissible sequence. The Law on Investment 2025 (No. 143/2025/QH15) allows a foreign investor to establish an economic organization before completing IRC procedures — a reversal that, if misunderstood, can either cost the investor a valuable speed advantage or expose it to the risk of implementing a project without proper authorization.

This guide maps the entire process: preparation (market access, investment policy approval), the two lawful ERC–IRC routes, the dossier and statutory timelines for each step, and the post-licensing obligations once both certificates are in hand.

Table of contents

• 1. IRC and ERC: two certificates to distinguish from the outset
• 2. Current legal framework
• 3. The central change: two lawful routes
• 4. Stage 0 — Preparation: four threshold questions
• 5. Route A — IRC first, incorporation second
• 6. Route B — Incorporation first (ERC first), IRC second
• 7. Once both IRC and ERC are secured: eight items not to miss
• 8. Statutory timelines to remember
• 9. Six common mistakes
• 10. Condensed checklist
• 11. Frequently asked questions
• 12. When to engage counsel

1. IRC and ERC: two certificates to distinguish from the outset

IRC — the Investment Registration Certificate records the investor’s registration information concerning the investment project (Article 3(11), Law on Investment 2025): project name, investor, location, objectives, scale, capital, duration and implementation schedule. The IRC is issued by the investment registration authority: the management board of an industrial park or economic zone for in-zone projects, and the Department of Finance for projects outside such zones (Article 27) — the allocation for the typical case; Article 36 of Decree No. 96/2026/ND-CP also provides exceptions (projects spanning two or more provinces, projects both inside and outside a zone, zones without a management board).

ERC — the Enterprise Registration Certificate is issued by the business registration authority and certifies the birth of a legal person: the company obtains an enterprise code, a seal, a bank account in its own name and contractual capacity.

The key point: the IRC attaches to the project; the ERC attaches to the legal entity. One company may implement several projects — an established foreign-invested economic organization with a new investment project carries out the procedures for that project without necessarily establishing a new economic organization (Article 20(3), Law on Investment 2025).

Who must obtain an IRC? Under Article 26 of the Law on Investment 2025: (a) investment projects of foreign investors; (b) investment projects of economic organizations in which foreign investors hold more than 50% of charter capital or an equivalent controlling ownership structure (Article 20(1)). No IRC is required for: projects of domestic investors, projects of economic organizations falling under Article 20(2), and investment in the form of capital contribution or purchase of shares or capital contributions. This guide focuses on the most common scenario — a foreign investor establishing a new company to implement an investment project, which requires both an IRC and an ERC. For an in-depth analysis of each certificate, see the Investment Registration Certificate (IRC).

2. Current legal framework

A note on conditional business lines: Appendix IV of the 2025 Law lists 198 conditional lines (effective 1 July 2026); during the transition through 28 February 2027, the controlling list is the 142 lines under Resolution No. 66.17/2026/NQ-CP — see conditional business lines for foreign investors.

3. The central change: two lawful routes

Previously (Law on Investment 2020): Article 22(1)(c) required a foreign investor to have an investment project and complete IRC issuance or amendment procedures before establishing an economic organization. The sequence was effectively fixed: IRC first, ERC second — with the practical consequence that investors signed office leases, hired key personnel and opened bank accounts without yet having legal personality in Vietnam.

Since 1 March 2026 (Law on Investment 2025): Article 19(2) provides that a foreign investor may establish an economic organization to implement an investment project before carrying out procedures for IRC issuance or amendment — on condition of satisfying the market access conditions in Article 8 at the time of establishment. Decree No. 96/2026/ND-CP (Article 72) implements this as two parallel routes:

• Route A (traditional): obtain or amend the IRC first, then establish the economic organization (Article 72(2)).
• Route B (new): establish the economic organization first, then carry out IRC issuance or amendment procedures (Article 72(1)).

Route B is not “skipping the IRC” — it merely changes the timing of the investment procedure, subject to three hard constraints (Article 72(3) and (4)):

1. A market access commitment inside the enterprise registration dossier — the application for enterprise registration must include a commitment to satisfy the market access conditions applicable to foreign investors.
2. A 12-month clock — within 12 months from the date of establishment, the economic organization must complete the procedures to obtain an IRC for an investment project consistent with its registered business lines.
3. Two prohibitions pending the IRC — the investment project may only be implemented after completing IRC issuance or amendment procedures; and new business lines may only be added to the enterprise registration after the IRC has been granted.

One further practical relief (Article 72(5)): the charter capital of the economic organization is not required to equal the investment capital of the project — the organization contributes capital and mobilizes other capital sources to implement the project in accordance with the schedule stated in the IRC.

On interpretation: the statute uses “may” (a right), not “shall”, in Article 19(2), and Decree 96 frames the two options as a strategic choice for the investor. The safe practical approach is to treat this as a conditional option — choosing Route B means full compliance with the three constraints above, above all the 12-month deadline and the prohibition on implementing the project before the IRC.

4. Stage 0 — Preparation: four threshold questions

Whichever route is chosen, these four questions determine the entire dossier structure.

Question 1: Is the intended business line prohibited, conditional, or market-access-restricted for foreign investors? Three layers of screening: (i) prohibited business investment (Article 6 — 11 absolute prohibitions at points (a) through (l) (a, b, c, d, đ, e, g, h, i, k, l), e.g. narcotics, human trafficking, firecracker trading, debt collection services, e-cigarettes; point (m) — trading in N2O gas for human respiratory use, except for medical, food-technology, testing and scientific-research purposes — added from 1 January 2027 under Law No. 24/2026/QH16); (ii) conditional business lines (Article 7, Appendix IV — 198 lines, effective 1 July 2026; 142 lines apply through 28 February 2027 under Resolution No. 66.17/2026/NQ-CP); (iii) market access conditions for foreign investors (Article 8, the List of market-access-restricted business lines and Vietnam’s international commitments). The third layer is decisive for Route B, because the investor must commit to compliance in the enterprise registration dossier — see conditional business lines for foreign investors and business line registration for FDI companies.

Question 2: Is the project subject to investment policy approval? Measured against Article 24: projects requesting the State to allocate or lease land without auction or to permit land use purpose conversion, residential or urban area development, telecommunications with network infrastructure, golf courses, industrial park infrastructure, seaports, airports, and others. Approval authority rests with the National Assembly, the Prime Minister, or the provincial People’s Committee Chairperson (Article 25). Projects in this category must complete investment policy approval before project implementation (Article 29(1)) — a gate that cannot be bypassed under either route, even with an ERC already in hand.

Question 3: Is the project location legally settled? The IRC dossier requires the project location to be clearly identified on the basis of documents evidencing land use rights, a site lease agreement, or documents establishing the right to use the site (Article 39(3)(b), Decree No. 96/2026/ND-CP). A lease agreement with weak legal footing, or a location inconsistent with planning, is one of the most common reasons IRC dossiers drag on.

Question 4: Does the project require a performance security deposit? Article 30 requires the investor to place a deposit or obtain a bank guarantee securing the deposit obligation for projects requesting the State to allocate or lease land or to permit land use purpose conversion (except auction winners, bid winners, transferees, and similar cases). If this applies, the deposit cash flow should be modeled at the preparation stage.

5. Route A — IRC first, incorporation second

The traditional route, suitable where the project is complex and the investor wants every project element vetted by the authorities before making further commitments.

Step 1 — Online declaration. Before IRC procedures, the investor declares the project information online on the National Investment Information System. Within 10 working days of the online declaration, the dossier must be submitted to the investment registration authority — after the deadline, the online declaration lapses (Article 41(1), Decree No. 96/2026/ND-CP).

Step 2 — Submit the IRC application to the Department of Finance (off-zone projects) or the industrial/economic zone management board (in-zone projects) — Article 27 of the 2025 Law; Article 36 of Decree No. 96/2026/ND-CP. Note that this is the allocation for the typical case; Article 36 also provides exceptions (projects spanning two or more provinces, projects both inside and outside a zone, zones without a management board). The dossier framework in Article 32(1) of the Decree includes: the written request to implement the investment project, the project proposal (objectives, scale, capital, location, schedule), documents on the investor’s legal status and financial capacity, the site lease agreement, and a technology explanation (where applicable). Detailed forms should be checked against the original text and the authority’s guidance at the time of filing.

Step 3 — Appraisal and IRC issuance. Statutory timelines:

• Projects not subject to investment policy approval: 10 working days from receipt of a valid dossier, provided the conditions are met (not a prohibited line, identified location, planning conformity, market access conditions, among others) — Article 39(3).
• Projects subject to investment policy approval: 5 working days — Article 38, with the starting point varying by case: only when the decision on investment policy approval simultaneously approves the investor does the clock run from receipt of the decision; in the remaining cases (an investor selected through auction or bidding, the economic-zone management board simultaneously approving the investor and issuing the IRC, or a project voluntarily seeking an IRC) it runs from receipt of the investor’s written request.
• Special investment procedure in industrial parks, export processing zones, high-tech parks, concentrated digital technology zones, economic zones and free trade zones (Article 28 of the Law): 15 working days — Article 47(5)(b).

Step 4 — Enterprise registration (the ERC) with the provincial business registration authority, on the National Enterprise Registration Information System, under the Law on Enterprises and Decree No. 168/2025/ND-CP (new forms under Circular No. 121/2026/TT-BTC). ERC issuance timeline: 3 working days from receipt of a valid dossier (Article 26(5), Law on Enterprises).

A principle worth remembering (Article 4, Decree No. 168/2025/ND-CP): the founder self-declares and bears responsibility for the legality, truthfulness and accuracy of the dossier; the business registration authority is responsible only for the dossier’s validity — an ERC does not mean every declared item has been substantively vetted by the State.

6. Route B — Incorporation first (ERC first), IRC second

Suitable where the investor needs legal personality quickly — to sign an office lease, hire staff, open a bank account, negotiate with partners — while finalizing the project dossier in parallel.

Step 1 — Enterprise registration with a market access commitment. Filed with the provincial business registration authority; the ERC issues within 3 working days as in Route A. The decisive difference: the application for enterprise registration must include a commitment to satisfy the market access conditions applicable to foreign investors (Article 72(3)). Because the business registration authority does not substantively vet that commitment, full responsibility rests with the investor: a wrong declaration — e.g. registering a line Vietnam has not committed to open — means the IRC dossier will fail the market access condition (Article 39(3)) and the incorporated company is left in a difficult position.

Step 2 — Complete the IRC within 12 months. Within 12 months from the date of establishment, the economic organization must complete the procedures to obtain an IRC consistent with its registered business lines (Article 72(4)); the IRC process itself follows Route A. Two limits apply in the meantime: (i) the investment project may only be implemented after completing IRC issuance or amendment procedures (Article 29(2), Law 2025) — in the meantime, the company may carry out necessary preparatory work as a legal entity (e.g., signing contracts, hiring personnel, preparing assets and facilities — to the extent it does not constitute “implementing the investment project”); the boundary between “preparation” and “project implementation” must be assessed case by case with counsel; (ii) new business lines may only be added after the IRC is granted.

What if the 12 months expire without an IRC? The text prescribes no direct sanction — the prudent approach is to treat 12 months as a hard planning milestone, start the IRC dossier in parallel immediately after the ERC, and engage counsel and the investment registration authority early if delay threatens.

Note: The 12-month clock runs from the date the company is established — not from the first IRC filing; no extension mechanism has been published to date. For projects subject to investment policy approval, the ERC-first route does not waive the approval and IRC requirements before project implementation.

Step 3 — Capital: charter capital versus project investment capital. Charter capital is not required to equal the project’s investment capital — the organization contributes capital and mobilizes other sources to implement the project per the schedule in the IRC (Article 72(5)). But the registered charter capital must still be fully contributed within 90 days from ERC issuance (Article 75, Law on Enterprises for single-member LLCs, and corresponding provisions for other forms). Cash contributions by foreign investors are transferred through a direct investment capital account opened at a permitted bank in accordance with foreign exchange regulations.

Quick comparison of the two routes:

7. Once both IRC and ERC are secured: eight items not to miss

Both certificates in hand is the starting line, not the finish. These eight items are obligations or conditions for lawful operation:

1. Contribute the full charter capital within 90 days of ERC issuance (see Section 6).
2. Publish the enterprise registration content within 30 days on the National Portal on Enterprise Registration.
3. Seal and governance — carve the seal, adopt detailed charter provisions, appoint the legal representative and chief accountant: see company seal and post-establishment governance for FDI enterprises.
4. Initial tax registration — the enterprise code doubles as the tax code; register with the directly managing tax authority, elect the tax calculation method and register e-invoices: see tax compliance for FDI enterprises.
5. Foreign labor — work permits (unless exempt) and compulsory social insurance for foreign employees subject to mandatory coverage (determined case by case; consult current labor regulations). Start immediately after the ERC; actual processing often takes longer than the statutory timelines.
6. Sectoral sub-licenses — complete before operating where the business line is conditional. The most frequently missed step for FDI companies.
7. Investment incentives (if any) — verify eligibility and application procedures from the outset to avoid losing entitlements: see investment incentives for foreign projects in Vietnam.
8. Periodic investment reporting to the investment registration authority under the periodic reporting regime of Decree No. 96/2026/ND-CP (check the reporting period applicable to each project with the investment registration authority) — a missed report is an independent administrative violation.

8. Statutory timelines to remember

Statutory timelines only (working days of the authorities — excluding the investor’s own dossier preparation time, which is usually far longer in practice):

On costs: state fees for each procedure follow the current fee schedules and may change, so no figures are stated here. Legal advisory fees depend on project complexity — contact FLAT for a case-specific fee estimate: hotline 0988424851.

9. Six common mistakes

1. A perfunctory market access commitment under Route B. Declaring business lines without checking the market-access-restricted list and international commitments → the IRC dossier fails the market access condition (Article 39(3)) — an incorporated company with no lawful project. Prevention: complete market access screening at Stage 0, before any filing.

2. Implementing the project on an ERC alone. Signing construction contracts, importing machinery, starting production before the IRC → breach of Article 29(2) (IRC procedures must be completed before project implementation), risking administrative penalties and suspension. Prevention: under Route B, the company should limit itself to preparatory work that does not constitute “implementing the investment project” — note that the texts only prohibit “implementing the project” and do not enumerate permitted preparatory activities; this is practical interpretation, assessed case by case.

3. Letting the 12-month clock run out. Incorporating and then shelving the project, starting the IRC dossier near the deadline → failure to complete within Article 72(4)’s 12 months, leaving the company in a difficult legal position: a legal person with no lawful project yet. Note that this is a risk assessment, not a consequence the texts directly prescribe — the texts do not directly provide sanctions for missing the 12-month deadline. Prevention: start the IRC dossier in parallel immediately after the ERC, with an internal target of 6–8 months.

4. Registering “phantom” charter capital. Registering high charter capital to “look good” without the ability to contribute within 90 days → forced capital reduction, damaged credibility with partners and banks. Prevention: register what can actually be contributed; charter capital need not equal project investment capital (Article 72(5)).

5. Overlooking investment policy approval. Skipping the Article 24 check where land, residential, golf, telecom or similar elements are involved → the IRC cannot be issued in proper sequence, forcing a return to the approval procedure at the cost of months. Prevention: run the Article 24 screen at Stage 0.

6. Forgetting the “after the licenses” work. Treating the IRC and ERC as the finish line while neglecting sub-licenses, tax registration, work permits and periodic reporting → multi-area administrative violations for an otherwise lawful project. Prevention: use the checklist in Section 10 and assign a compliance owner from the ERC date.

10. Condensed checklist

Stage 0 — Preparation
– [ ] Three-layer screen: prohibited (Art. 6) → conditional (Art. 7, Appendix IV) → market access (Art. 8, international commitments)
– [ ] Determine whether investment policy approval applies (Art. 24) and the competent authority (Art. 25)
– [ ] Settle the project location on a clear legal basis
– [ ] Determine whether a performance security deposit is required (Art. 30)
– [ ] Choose Route A or Route B based on the four factors above

Stage 1 — Investment and enterprise procedures
– [ ] Online declaration on the National Investment Information System (mind the 10-working-day mark)
– [ ] Submit the IRC dossier to the Department of Finance or the zone management board
– [ ] Submit the enterprise registration dossier to the provincial business registration authority (Route B: with the market access commitment)
– [ ] Receive the IRC and ERC; verify the recorded contents (project code, business lines, capital, schedule)

Stage 2 — After establishment
– [ ] Contribute the full charter capital within 90 days (through the direct investment capital account)
– [ ] Publish the enterprise registration content within 30 days
– [ ] Complete the seal, charter, and legal representative appointment
– [ ] Initial tax registration and e-invoices
– [ ] Work permits and insurance for foreign employees
– [ ] Sectoral sub-licenses (if any); investment incentive registration (if eligible)
– [ ] Set up the periodic investment reporting calendar

11. Frequently asked questions

12. When to engage counsel

The framework above is the standard template; every FDI project has its particulars — business lines, ownership structure, location, and above all the market access analysis under Vietnam’s international commitments. Counsel should be engaged from Stage 0 where: the project is or may be subject to investment policy approval; the business line sits on the market-access-restricted list; the ownership structure spans multiple tiers and jurisdictions; the project requests land allocation or lease or land use purpose conversion; and in every Route B case — where a wrong commitment in the enterprise registration dossier can stall the entire project.

FLAT LAW FIRM — hotline 0988424851. We advise on the full FDI establishment process: market access screening, project structuring, IRC–ERC dossier preparation, liaison with investment and business registration authorities, and post-establishment compliance.

Request an FDI Entry Assessment. Share your sector, planned investment structure and target timeline — we will assess whether Route A or Route B fits your project and flag the market access issues to resolve before any filing. Send your request, call (+84) 988 424 851, or reach us on WhatsApp.

References

• Law on Investment 2025, No. 143/2025/QH15 — original text at thuvienphapluat.vn
• Decree No. 96/2026/ND-CP detailing and guiding implementation of certain articles of the Law on Investment — at thuvienphapluat.vn
• Decree No. 168/2025/ND-CP on enterprise registration — at thuvienphapluat.vn
• Law on Enterprises No. 59/2020/QH14 (as amended by Law No. 76/2025/QH15) — at thuvienphapluat.vn
• Further reading in FLAT’s FDI cluster: FDI company setup roadmap in Vietnam