IRC and ERC are two terms anyone working with FDI projects in Vietnam must know by heart — and the two most confused concepts. Many investors believe “having the ERC means the company is complete”, or conversely think “once the IRC is done, all procedures are done”. Both are wrong, and the price of this confusion is not cheap: operating without an IRC, or amending the wrong licence when things change, are common real-world mistakes.
The simplest way to remember: the IRC (Investment Registration Certificate) records the project — who the investor is, what is invested in, where, how much capital, for how long; while the ERC (Enterprise Registration Certificate) records the enterprise — the company name, who owns it, its charter capital, who its representative is. One speaks of “the investment”, the other of “the legal entity making the investment”. Two different logics, two different procedural systems, two different kinds of changes.
This article compares the two licences in detail: when each is needed, what each contains, and — most practical of all — whether to amend the IRC or change the ERC when the project/enterprise changes. The content is for general reference.
Quick summary
| Topic | Distinguishing the Investment Registration Certificate (IRC) from the Enterprise Registration Certificate (ERC): content, applicable cases and amendment procedures |
|---|---|
| For whom | Foreign investors preparing to establish or operating FDI enterprises; corporate in-house counsel; consultants |
| Points to check | Whether the project must apply for an IRC; the content recorded on each certificate; when things change, whether to amend the IRC or register ERC changes |
| Desired outcome | Correct understanding of each licence’s role, no missing certificate during operation and no wrong amendment when things change |
Key legal issues: IRC and ERC differences when forming an FDI company
The first legal issue is determining whether the project needs both certificates or only one. The general rule: a new investment project of a foreign investor subject to investment registration → needs the IRC first, then enterprise registration for the ERC. But not every case needs both: a foreign investor contributing capital or buying shares in an operating Vietnamese enterprise (no new project arising) usually only needs the investment procedure (a notification if applicable) and enterprise registration changes — no new IRC. A wrong determination leads to either missing certificates (operating without a sufficient legal basis) or redundant procedures (time wasted applying for an unnecessary IRC).
The second issue is reading each certificate’s content correctly. The IRC records: the investor, project objectives and scale, investment capital, implementation location, operation term, implementation schedule, investment incentives. The ERC records: the enterprise name, enterprise code, head office address, legal representative, owners/members/founding shareholders, charter capital. These two content sets overlap at some points (capital, location/head office) but are not identical — and mismatches between the two (for example, investment capital on the IRC differing from charter capital on the ERC without reasonable cause) are what management authorities like to “scrutinise” during inspections.
The third issue — the origin of the most real-world mistakes — is which certificate to amend when things change. The principle: changes relating to the investment project (objectives, investment capital scale, project location, term, investors) → amend the IRC; changes relating to the enterprise (company name, legal representative, members/shareholders, charter capital, head office address) → register changes to enterprise registration content (ERC). Many changes touch both (for example, increasing investment capital while increasing charter capital) and require both procedures — skipping one leaves the licences “misaligned” with reality.
The fourth issue is the priority order when both need amending. When one event changes both IRC and ERC content (for example, relocating the project while moving the head office), should the IRC be amended first or the enterprise change registered first? Practice shows the IRC first, because IRC content is the basis for the business registration authority to assess the fitness of the enterprise change content — especially for changes in capital and location.
Legal basis and verification sources
The IRC is governed by investment law (the Law on Investment and guiding instruments), the ERC by enterprise law (the Law on Enterprises and the Decree on enterprise registration). These two independent instrument systems are why the two certificates have different logic, procedures and management authorities. The instruments below are the general framework FLAT LAW FIRM uses to verify this article.
- Law on Investment 2025
- Law No. 76/2025/QH15 amending and supplementing the Law on Enterprises
- Decree 168/2025/NĐ-CP on enterprise registration
- 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
Quick comparison of IRC and ERC:
| Criterion | IRC | ERC |
|---|---|---|
| Full name | Investment Registration Certificate | Enterprise Registration Certificate |
| Records | The investment project | The enterprise (legal entity) |
| Main legal basis | Law on Investment | Law on Enterprises |
| Issuing authority | Investment registration authority (zone management board or provincial level under decentralisation) | Business registration authority |
| Main content | Investor, objectives, investment capital scale, location, term, schedule, incentives | Name, enterprise code, head office, representative, owners/members, charter capital |
| When needed | Projects of foreign investors subject to investment registration | Every enterprise at formation and when registration content changes |
| When changed | IRC amendment procedure | Registration of changes to enterprise registration content |
| Quantity | One enterprise may have multiple IRCs (multiple projects) | One enterprise has only one ERC |
Quick “which certificate” lookup when things change:
- Changing project objectives, increasing/reducing investment capital, relocating the project, extending the term, changing investors → amend the IRC.
- Changing the company name, legal representative, members/shareholders, increasing/reducing charter capital, relocating the head office → register ERC changes.
- Changes touching both (e.g. increasing investment capital + charter capital; relocating the project + head office) → do both, IRC first.
- Changing business lines → check both: whether it falls within the project objectives on the IRC (if not → amend the IRC) and register supplementary business lines on the ERC.
IRC amendment process (general framework): prepare the written amendment request + evidence of the change (e.g. new site lease when relocating; financial statements when increasing capital) → file with the investment registration authority that issued the IRC → explain and supplement (if needed) → receive the amended IRC → check whether a corresponding ERC change registration is needed.
What an IRC amendment dossier includes (general framework): the written amendment request; a copy of the issued IRC; evidence of the change — e.g. new site lease when relocating the project; financial statements and bank confirmation when increasing investment capital; counterparty approvals when changing investors — and other documents as required by the investment registration authority for each specific amendment item. Practical tip: draft the corresponding ERC change registration dossier in parallel, because the two authorities may cross-check — consistency between the two dossier sets helps both procedures process faster. (See also: Business line registration for FDI companies.)
Common risks
The most typical risk is operating with only the ERC and no IRC. The familiar scenario: the investor establishes the company (has the ERC), rents an office, hires people, signs contracts — but the project is subject to investment registration and no IRC has been applied for. All activity in this period lacks the legal basis of the “project”: investment capital cannot be evidenced, no basis for incentives, and inspections bring sanctions for implementing a project without complete procedures.
The second risk is amending the wrong certificate. The enterprise increases charter capital but forgets to amend investment capital on the IRC (or vice versa); moves the head office without relocating the project location on the IRC. The result is two certificates “saying different things” — and this inconsistency surfaces at the most sensitive moments: audits, tax inspections, or when the investor wants to repatriate profits and the bank cross-checks the dossiers.
The third risk is assuming one IRC covers all activities. The IRC records one specific project with defined objectives, location and scale. A company opening an additional new project (e.g. another factory in a different province) “covered” by the old IRC is wrong — the new project needs a new IRC (if subject to registration). One company having multiple IRCs for multiple projects is normal and lawful.
The fourth risk is letting the IRC expire without extension. The IRC records the project’s operation term; continuing to operate after expiry without an extension (IRC amendment) procedure is operating beyond the permitted scope. This is a common “forgetting” error in 10–20-year projects — at renewal time nobody remembers because the original person in charge left long ago.
The fifth risk is confusion in M&A transactions: the buyer sees the target company “has a full IRC and ERC” and feels safe — without checking whether the IRC content still matches reality (objectives, capital, location, term). Buying a company whose IRC has been “outdated” for years means buying the backlog of amendment obligations and latent sanction risks.
Competent authorities and filing points
The investment registration authority manages the entire IRC lifecycle: new issuance, amendment, revocation; and receives periodic project implementation reports. Everything relating to the “project” — objectives, investment capital, location, term, incentives — belongs to this authority.
The business registration authority manages the entire ERC lifecycle: formation registration, content change registration (name, head office, representative, members/shareholders, charter capital), suspension, dissolution. Everything relating to the “enterprise” as a legal entity belongs to this authority.
Coordination between the two authorities: when appraising an IRC amendment involving enterprise changes (and vice versa), the handling authority may exchange and cross-check with the other. Amendment dossiers at one place should therefore be prepared with the awareness that the other place will also “see” — consistency between the two dossier sets is mandatory, not optional.
Practical note: after the 2025 administrative restructuring, the provincial investment registration contact point has changed (merged functions); when filing IRC amendments for old projects, the currently competent authority must be correctly identified — it may no longer be the authority that issued the original IRC.
When to contact a lawyer
Have a lawyer involved when the enterprise is preparing major changes and it is unclear “which certificate”: increasing/reducing capital, relocating, adding business lines, changing investors. One review session helps build the correct procedure list (amend IRC, register ERC changes, or both) and the implementation order — avoiding incomplete or wrong work that must be redone.
A lawyer is needed when the IRC has been “outdated” for years against reality: a comprehensive assessment of the deviation (objectives, capital, location, term), designing a catch-up amendment roadmap, and assessing sanction risks for the period of non-conforming operation — to prepare appropriate explanations when dealing with the competent authority.
In M&A transactions, the lawyer helps read the true “health” of the seller’s IRC–ERC pair: whether the two certificates match each other, match reality, are still valid, and whether any amendment obligations are pending — points financial statements cannot show but that directly affect deal value.
Finally, when the enterprise ends the project (terminating operations, fully transferring the project, dissolving), the lawyer helps determine the correct termination sequence: liquidating the investment project (IRC-related) and dissolving the enterprise (ERC-related) are two different procedures with separate tax, labour and land obligations — the wrong order gets stuck at finalisation.
What FLAT LAW FIRM does
FLAT LAW FIRM provides an IRC–ERC pair “health check”: comparing the two certificates’ content against each other and against actual operations, pointing out misalignments, expiring licences, pending amendment obligations — with a priority-ordered remediation roadmap.
When the enterprise has changes, we design the full procedure package: determine whether to amend the IRC, register ERC changes or both; prepare dossiers; work with the investment registration authority and the business registration authority in the right order — so that after completion, the two certificates “speak the same language” as reality.
For new investors, we accompany them from the start to structure correctly from the beginning: the IRC dossier and the enterprise registration dossier are prepared in sync, the two certificates’ contents are consistent with each other and with the business plan — eliminating the root cause of future “certificate misalignment”.
See also: FDI company setup roadmap in Vietnam | Business line registration for FDI companies | Company seal and post-incorporation governance for FDI companies
If your enterprise is unsure whether an upcoming change belongs to the IRC or the ERC — or needs a quick “health check” of the current licence pair — FLAT LAW FIRM can assess and design the full procedure package. Please contact us for advice.
FAQ
What is the core difference between the IRC and the ERC?
The IRC records the investment project (investor, objectives, investment capital, location, term, incentives) under the Law on Investment; the ERC records the enterprise (name, code, head office, representative, owners, charter capital) under the Law on Enterprises. One speaks of “the investment”, the other of “the legal entity making the investment”.
With the ERC, is an IRC still needed?
It depends. New projects of foreign investors subject to investment registration need the IRC before (or reasonably in parallel with) enterprise registration. Contributing capital or buying shares in an operating enterprise without a new project arising usually does not need a new IRC. A wrong determination leads to missing certificates or redundant procedures.
Can one company have multiple IRCs?
Yes. Each IRC attaches to a specific investment project; a company implementing multiple projects (e.g. factories in two different provinces) may have multiple IRCs, but only one ERC.
For a capital increase, amend the IRC or change the ERC?
See which capital: increasing project investment capital → amend the IRC; increasing enterprise charter capital → register ERC changes. In practice these two often go together and both must be done, IRC first.
Which certificate for a relocation?
Relocating the project location → amend the IRC (plus review of the new location’s use rights); relocating the head office → register ERC changes. If both move, do both procedures.
What if the project keeps running after the IRC expires?
It is operating beyond the permitted scope — an extension (IRC amendment) procedure is needed before expiry. To avoid “forgetting”, the IRC term should be put into the enterprise’s periodic compliance checklist.
Buying a company with an existing IRC and ERC — what to check?
Check whether the two certificates’ contents match each other and reality (objectives, capital, location, term), are still valid, and whether any amendment obligations are pending. An IRC “outdated” for years is a latent risk buyers often overlook.
