For an FDI company, “business lines” exist on two parallel licence layers: the project objectives recorded on the Investment Registration Certificate (IRC) and the business lines recorded on the Enterprise Registration Certificate (ERC). These two layers must be compatible — and both must fall within the market access conditions Vietnam grants foreign investors. Registering only one layer, or having the two layers “misaligned”, is a common error that gets dossiers returned when adding lines, or punished once operating.
The core difference from domestic enterprises: foreign investors are not free to do business in every line. Some lines are restricted or closed to market access under international commitments and investment law; some lines are permitted but are conditional business lines, requiring statutory capital, practising certificates or sub-licences before operation. So registering business lines for an FDI company does not start at declaring line codes — it starts at checking market access conditions.
This article presents the full handling framework: how to read the two line layers on the IRC and ERC, checking market access conditions, procedures for new registration and line additions, and common mistakes that get dossiers returned. The content is for general reference; specific conditions depend on the investor’s nationality, applicable international commitments and sectoral law at the time of implementation.
Quick summary
| Topic | Registering and adding business lines for foreign-invested companies: the two IRC/ERC layers, market access conditions, VSIC codes, procedures and sub-licences |
|---|---|
| For whom | Foreign investors preparing to establish or expand operations in Vietnam; FDI corporate counsel; investment advisory firms |
| Points to check | Whether the line is market-access restricted; whether the IRC project objectives “cover” the new line; whether the declared VSIC code is correct at level 4; whether a sub-licence is needed |
| Desired outcome | Business lines fully registered on both the IRC and ERC, ready to operate immediately, with no returned dossiers or sanctions for operating outside permitted scope |
Key legal issues: Business line registration for FDI companies
The first issue is distinguishing the two “business line” layers. On the IRC, investment law records the project objectives — e.g. “electronic component manufacturing”, “real estate business” — describing the approved investment activity. On the ERC, enterprise law records the business lines under the codes of the Vietnam Standard Industrial Classification (VSIC) — e.g. code 2610 “manufacture of electronic components”. The ERC lines must fall within the scope of the IRC project objectives. An enterprise wanting a new line that the IRC objectives do not “cover” must amend the IRC first, then register the line addition on the ERC. Doing it backwards — adding on the ERC first — gets the dossier returned for lack of investment basis. (See also: IRC and ERC differences when forming an FDI company.)
The second issue is the foreign investor’s market access conditions. Not every line a domestic enterprise may do is open to an FDI company. Investment law sets the list of lines with restricted market access for foreign investors, with specific conditions (capital ownership ratio, investment form, domestic partner requirements…). In addition, Vietnam’s international commitments (WTO, new-generation FTAs) have their own opening schedules for each service line. Market access checking must be done before finalising the investment plan — because some lines remain limited by international commitments even when all domestic conditions are met, and vice versa.
The third issue is conditional business lines. Many lines FDI companies commonly register — logistics, education, healthcare, finance, real estate, employment services — fall in the conditional business lines list. “Conditional” means: the line may be registered on the ERC, but operation is only allowed after meeting all conditions and (in many cases) obtaining a sub-licence from the sectoral authority. Thinking registration is “done” and starting to operate immediately is a classic mistake: the enterprise is sanctioned for operating without meeting conditions, even though the line is already on the licence.
The fourth issue is the technique of declaring line codes. Lines on the ERC are recorded by VSIC code down to level 4 (4 digits). Declaring the wrong code — e.g. choosing the “general wholesale” code while actually doing “retail” — is not merely a formal error: a wrong code leads to wrong sub-licence obligations, the wrong sectoral regulator, and at tax finalisation may be questioned on the fitness between registered lines and actual activity. The VSIC system has been re-issued (VSIC 2025), so codes looked up from old documents should be cross-checked.
Legal basis and verification sources
The legal framework for FDI company business line registration sits at the intersection of investment law (market access conditions, project objectives) and enterprise law (registration, line changes). The instruments below are the general framework FLAT LAW FIRM uses to verify this article; each specific line’s conditions also lie in sectoral law and the corresponding international commitments.
- Law on Investment 2025 — market access conditions, prohibited/restricted lines
- Law No. 76/2025/QH15 amending and supplementing the Law on Enterprises — freedom to do business in non-prohibited lines
- Decree 168/2025/NĐ-CP on enterprise registration — procedures for registering and notifying business line changes
- Decree 29/2025/NĐ-CP on the functions and duties of the Ministry of Finance
- Resolution on rearranging provincial-level administrative units in 2025
- Resolution 203/2025/QH15 amending the Constitution on administrative units
Process or dossier checklist
Step 1 — Check market access conditions: compare the intended lines against the restricted market access list for foreign investors and the applicable international commitments under the investor’s nationality. The result determines: freely permitted, conditionally permitted, or not permitted. Never skip this step — every later registration dossier is meaningless if the line was already closed to access.
Step 2 — Cross-check against IRC project objectives: verify whether the intended line falls within the approved project objectives. If not → prepare an IRC amendment (supplement/adjust project objectives) at the investment registration authority first. If yes → proceed to step 3.
Step 3 — Determine VSIC codes and review business conditions: look up level-4 codes under the current Vietnam Standard Industrial Classification; check whether the line is a conditional business line; if so, list the conditions to meet and sub-licences to obtain (issuing authority, dossier, sequence).
Step 4 — Register/change lines on the ERC: file the notification of enterprise registration content change (line addition) at the business registration authority under Decree 168/2025/NĐ-CP. The dossier includes the change notification, the resolution/decision of the owner/members’ council on the line addition, and other documents as prescribed.
Step 5 — Complete conditions and sub-licences: once the lines are on the ERC, meet all business conditions and obtain sub-licences (where required) before actually operating in those lines.
Line addition dossier checklist (general framework):
- The market access condition check result (kept on internal file, as explanation basis when needed).
- The amended IRC (if the new lines exceed the old project objectives) — copy.
- The notification of enterprise registration content change; the resolution/decision of the owner/members’ council on the line addition.
- The list of VSIC codes to be added (level-4 codes, full line names).
- The list of sub-licences/conditions for each conditional line + completion roadmap.
Common risks
Risk 1 — Operating unregistered lines or beyond IRC objectives: the enterprise signs contracts and issues invoices for activities in lines not yet on the ERC (or beyond IRC project objectives). At inspection, this is grounds for administrative sanctions; worse, revenue from out-of-scope activities may be re-examined for tax obligations and contract validity.
Risk 2 — Skipping market access conditions: registering a restricted line without meeting conditions (e.g. exceeding the permitted ownership ratio, lacking the required domestic partner). A returned dossier is the lucky outcome; if already operating, the enterprise faces orders to cease the line’s activities plus sanctions.
Risk 3 — ERC lines without sub-licences: the most common confusion — thinking “registration means we can operate”. For conditional business lines, operating without meeting conditions/obtaining the sub-licence is an independent violation, sanctioned under sectoral law.
Risk 4 — Wrong VSIC codes: codes that do not reflect actual activity lead to the wrong sectoral management framework, blockages when applying for sub-licences (sectoral authorities base jurisdiction on the line code), and questioning during inspections and audits.
Risk 5 — IRC and ERC amendments out of sync: adjusting project objectives on the IRC but forgetting to add the corresponding lines on the ERC (or vice versa). The two licence layers “misaligned” — the point regulators love to “scrutinise” at the next adjustment or renewal. (See also: FDI company setup roadmap in Vietnam.)
Competent authorities and filing points
Investment registration authority (industrial/economic zone management board or provincial-level authority under decentralisation): appraises market access conditions during IRC issuance/amendment; every change of project objectives passes through this gate.
Business registration authority: receives notifications of business line changes on the ERC under Decree 168/2025/NĐ-CP. This authority checks dossier validity, not sectoral business conditions — but may refuse dossiers where the registered line is clearly prohibited for foreign investors.
Sectoral authority: issues sub-licences and checks business conditions for conditional lines (a different contact per sector: e.g. healthcare, education, transport, finance…). This is the most time-consuming “gate” and should be prepared in parallel early, not only after the ERC is issued.
When to contact a lawyer
A lawyer should be involved before finalising the line plan — at the market access condition check stage. This step decides the entire project structure (whether it can be done, at what ownership ratio, whether a domestic partner is needed), and mistakes here cannot be fixed by later administrative procedures.
Lawyers are needed when the enterprise adds conditional or sensitive lines (financial services, education, healthcare, logistics, retail, real estate…): to precisely parse the applicable conditions, design the “amend IRC → add on ERC → obtain sub-licences” sequence and forecast realistic timelines for each gate.
When the enterprise is already operating but discovers “misaligned” lines (operating outside registered scope, wrong codes, missing sub-licences), the lawyer helps assess risk levels, design a prioritised remediation roadmap (what to stop immediately, what can be supplemented retroactively), and prepare explanations for the competent authorities.
What FLAT LAW FIRM does
FLAT LAW FIRM performs market access condition reviews for each intended line: comparing the restricted list, international commitments under the investor’s nationality and sectoral law — giving a clear “permitted / conditionally permitted / not permitted” conclusion before the client commits capital.
During implementation, we design the full procedure package: IRC amendment (if needed), line addition registration on the ERC, and sub-licence applications — in the correct dependency order, with dossiers prepared in sync so the two licence layers “speak the same language”.
For operating enterprises, we run line health checks: comparing actual activity against IRC objectives, ERC lines and existing sub-licences; pointing out misalignments and a remediation roadmap — so the enterprise can expand without carrying old legal risks.
See also: IRC and ERC differences when forming an FDI company | FDI company setup roadmap in Vietnam | Lawful registered office for FDI companies in Vietnam
Talk to FLAT LAW FIRM
If your enterprise plans to add business lines, expand into conditional sectors, or needs a market access condition check before finalising an investment plan — FLAT LAW FIRM can review and design the entire procedural roadmap. Please contact us for advice.
FAQ
Can an FDI company do business in every line like a domestic enterprise?
No. Foreign investors are subject to market access conditions: some lines are restricted or closed under investment law and international commitments. Conditions must be checked before registration.
How do IRC project objectives and ERC lines differ?
IRC project objectives describe the approved investment activity; ERC lines are detailed VSIC codes. ERC lines must fall within the IRC objectives — to do a line outside the scope, amend the IRC first.
Where are new lines added?
Two steps: (1) amend the IRC at the investment registration authority if the new line exceeds current project objectives; (2) notify the line change at the business registration authority under Decree 168/2025/NĐ-CP. Keep this order.
Once registered, can we operate immediately?
Only for unconditional lines. Conditional business lines require meeting all conditions and obtaining sub-licences (where applicable) before operation.
What if the VSIC code is wrong?
A wrong code leads to the wrong sectoral management framework, blockages when applying for sub-licences, and questioning during inspections. The code should be reviewed and corrected to match actual activity.
Which sectors are conditional business lines?
The list is set by investment law and detailed in sectoral law — commonly logistics, education, healthcare, finance, real estate, employment services… Each line has its own conditions and licensing contact.
