Foreign Company Registration in Vietnam: IRC + ERC Process Guide (Update 2026)

Foreign investors need two certificates to operate in Vietnam: the Investment Registration Certificate (IRC) from the Department of Planning and Investment, followed by the Enterprise Registration Certificate (ERC) from the Business Registration Office. Under Decree 31/2021/ND-CP as amended by Decree 239/2025/ND-CP (effective September 3, 2025), the IRC processes within 10 working days, the ERC within 3 working days.

That’s the statutory timeline. The real timeline runs 6–10 weeks once you factor in document legalization, DPI clarification requests, and the 2025 e-ID requirement under Decree 69/2024/ND-CP. Miss the 90-day charter capital deadline after ERC issuance, and you may face a VND 30–50 million (~USD 1,200–2,000) administrative fine and be required to register a capital reduction to the actually contributed amount under Decree 122/2021/ND-CP, Article 46.

This guide covers the prerequisites, dual-track registration process, and critical post-licensing steps for foreign company registration in Vietnam.

This guide assumes you’ve already chosen your entity structure — LLC, JSC, or joint venture. If you’re still evaluating which structure fits your investment, start with our comparison of LLC vs JSC vs representative office vs branch for foreign investors in Vietnam.

Registration Prerequisites

Before preparing your IRC dossier, satisfy these four requirements. Missing any one triggers immediate application rejection by DPI.

Investor Eligibility & Document Legalization

Vietnam permits foreign investment subject to the market access conditions and sector-specific restrictions set out in the Law on Investment 2020 and Vietnam’s international commitments, including WTO and relevant treaties. All foreign documents—passports, certificates of incorporation, articles of association—generally need to be consular legalized and subsequently authenticated in Vietnam in accordance with Vietnam’s regulations on consular legalization and any applicable international treaties. Vietnamese translation by certified translators is mandatory for all non-Vietnamese documents.

The legalization chain works like this: notarize in home country → consular legalize at Vietnamese embassy → authenticate at Vietnam’s MOFA → translate and notarize translation in Vietnam. Each step has its own processing time. Document legalization adds 15–30 days before IRC submission. Start this process immediately once you’ve decided on Vietnam—don’t wait until you’ve found office space.

Capital Requirements & DPI Feasibility Test

Vietnam imposes no general minimum charter capital for most sectors (Law on Enterprises 2020). But DPI doesn’t just rubber-stamp your proposed amount. They apply a “feasibility test”—rejecting capital insufficient to cover the costs in your investment proposal.

How this works in practice: a manufacturing facility proposing USD 500,000 in machinery cannot register with USD 50,000 charter capital. DPI calculates feasibility from your proposal’s cost breakdown—land lease deposits, equipment, initial working capital, first-year operating expenses. In practice, authorities assess whether the proposed capital is reasonably sufficient to cover the key investment costs set out in your proposal.

Sector-specific minimums apply separately: real estate development requires VND 20 billion minimum (~USD 800,000), securities trading VND 50 billion (~USD 2 million), banking VND 3,000 billion (~USD 120 million).

In-kind contributions (machinery, IP, technology transfers) count toward charter capital if independently valued by licensed Vietnamese appraisal companies (Decree 31/2021/ND-CP, Article 28). Valuation and DPI approval add 30–45 days.

Registered Address

You need a physical commercial address before ERC issuance (Law on Enterprises 2020, Article 37). Residential condominiums and apartments are, in practice, not accepted by business registration authorities as registered head office addresses under the Housing Law 2023 and related regulations. Acceptable options: commercial office buildings (minimum 1-year lease with landlord’s ownership certificate attached), industrial zone land plots (Land Lease Agreement with IZ Management Board specifying plot and lease term), or co-working spaces with exclusive-use confirmation. HCMC and Hanoi Business Registration Offices reject generic “hot desk” arrangements. Virtual offices are permissible for service companies in commercial buildings, but foreign-invested entities using them may face closer scrutiny from tax authorities to verify actual presence.

The catch: landlords often require seeing your ERC before signing a lease—but you need a lease to get the ERC. The practical solution is an MOU-to-Lease structure: a short-term MOU (valid for licensing) that converts to a full lease upon ERC issuance.

For the complete guide to doing business and setting up operations in Vietnam, including entity selection, ongoing compliance, and profit repatriation, see our pillar guide.

Legal Representative Requirements

Every company must appoint at least one legal representative who carries personal liability beyond their employment scope and resides in Vietnam. This isn’t just a formality — the legal rep is the mandatory authorized person for banking, tax, and licensing procedures.

Residency and work permit: In practice, DPI offices expect the legal representative to have a valid basis for long‑term residence in Vietnam (for example, a TRC or work permit), and tourist or short business visas are generally not accepted for an ongoing management role. Owning the company doesn’t guarantee a work permit exemption — under Decree 152/2020/ND-CP, exemptions are limited to owners or Board Chairpersons with capital contributions of VND 3 billion (~USD 120,000) or more. Below that threshold, you need a standard Work Permit.

The e-ID requirement: From July 1, 2025, online licensing submissions must be authenticated via electronic identification accounts under Decree 69/2024/ND-CP, typically using suitable VNeID credentials of the legal representative or another duly authorized person. Currently only Vietnamese citizens and foreigners with valid TRCs can register for VNeID. The practical solution: appoint a qualified local representative initially to secure the ERC and tax code, then file an amendment to transfer the role once the foreign investor’s visa/TRC is processed.

Multiple representatives: Companies can appoint more than one legal rep — one foreign Director for strategic decisions, one local Manager for administrative compliance. Define each rep’s authority scope clearly in the Company Charter (Law on Enterprises 2020).

The Dual-Track Registration Process

Step 1: Pre-Investment Screening

Before preparing your IRC application, determine whether your project triggers additional approvals. There are two distinct mechanisms:

Type A — Conditional Market Access (Sector-Based): If your business line falls under the conditional business lines and market access requirements in Vietnam—logistics, education, e-commerce, trading of specific goods—DPI can’t approve your project alone. They must initiate a “Ministry Consultation,” sending your dossier to the relevant federal ministry (MOIT, MOET, etc.) for their opinion. This adds 30–60 days to the standard timeline. It’s not a separate pre-license; it’s a mandatory pause built into the IRC appraisal process under Decree 31/2021/ND-CP.

Type B — Investment Policy Approval (Scale/Impact-Based): Projects with significant social or land-use impact require formal Investment Policy Approval (Chấp thuận chủ trương đầu tư) from the Provincial People’s Committee or Prime Minister before IRC submission (Law on Investment 2020, Articles 30–33). Triggers include residential housing construction, golf courses, household relocation projects, and operations in defense/border areas. These procedures add 3–6 months before the standard workflow even begins.

Most SME and standard manufacturing projects only face Type A. However, if your project location sits within a high-tech park or requires repurposing agricultural land, it may inadvertently trigger Type B. Screen your project location against the provincial land-use master plan early.

Step 2: IRC Application

The IRC validates project compliance with foreign investment regulations (Law on Investment 2020, Articles 37–38). DPI or the Industrial Zone Management Board issues it within 10 working days under Decree 239/2025/ND-CP. In practice, expect 3–5 weeks including clarification rounds.

Required documents:

• Project Proposal: Feasibility study covering business scope, capital structure, and implementation timeline. Projects exceeding VND 375 billion (~USD 15 million) require third-party feasibility validation—adding 15–20 days.
• Financial Proof: Corporate investors submit audited financials (last 2 years) or bank confirmation of funds. Individual investors provide passport and personal bank balance showing sufficient funds.
• Location Documents: Office lease or MOU specifying exact address. Industrial zone projects require a Land Lease Agreement.
• Power of Attorney: Notarized POA from the parent company’s legal representative, consular-legalized.
• Establishment Documents: Certificate of Incorporation and Articles of Association, consular-legalized.

Pre-submission draft review: DPI scrutinizes consistency between your IRC scope and the parent company’s existing business lines. Holding companies with no operational history in the proposed sector face 2–4 week delays while DPI requests supplementary evidence of the investor’s capability. Submitting a draft dossier to the assigned specialist officer before formal filing catches subjective objections about business scope wording—saving weeks of back-and-forth after official submission. This informal pre-check is standard practice among experienced service providers and dramatically reduces rejection risk.

Step 3: ERC Application & the 2025 e-ID Requirement

Once you hold the IRC, apply for the ERC through the Business Registration Office via the National Business Registration Portal (Law on Enterprises 2020, Articles 27–30). The ERC gives your company legal standing, assigns your Tax Identification Number, and authorizes bank accounts, hiring, and contracts.

Timeline: 3 working days (Decree 01/2021/ND-CP). Practically: 3–7 working days.

Required documents: Company charter (must align with IRC capital/scope), member list, legal representative details, and IRC copy.

The 2025 e-ID bottleneck: From July 1, 2025, corporate registration accounts are abolished under Decree 69/2024/ND-CP. From July 1, 2025, ERC submissions via the National Business Registration Portal must be carried out using VNeID-based electronic identification accounts under Decree 69/2024/ND-CP, so an eligible person with the appropriate eID must submit on the company’s behalf.

A practical solution is to appoint a local legal representative who holds a valid e-ID for the initial setup phase. Once the foreign investor’s visa/TRC is processed, file an amendment to transfer the legal representative role. This resolves the circular dependency—you cannot get an e-ID without residency, but you cannot get residency without first establishing the company.

Draft ERC verification: Always request a scan of the Draft ERC before the final signature. A single character mismatch between your ERC and lease address can freeze bank account opening for weeks. Verify every detail against the lease before the official red seal is applied.

Step 4: Post-Licensing Essentials

Receiving the ERC establishes the company’s legal status, but you still need to complete the listed post-licensing registrations before fully operating in regulated areas and issuing valid invoices:

• Bank Account: The legal representative must attend the KYC interview in person. Open a Direct Investment Capital Account (DICA) at an SBV-licensed bank for charter capital inflows.
• Tax Registration: Register tax method, depreciation method, fiscal year, and e-tax account with the local tax office within 10 working days (Law on Tax Administration 2019, Article 33).
• Social Insurance: Register the company’s insurance code before hiring your first employee. For full employer obligations including contribution rates and VSS compliance, see our Vietnam employment law and HR compliance guide for FDI employers.
• E-Invoice: Mandatory for issuing valid VAT invoices. You can’t legally bill clients without registering for e-invoices.
• Corporate e-ID registration: Required for digital tax filing and banking transactions from 2025.
• Sector Sub-Licenses: The ERC covers general establishment—not operational permits for conditional sectors. F&B operations need a Food Safety License, construction needs a Competency Certificate, and retail requires an FDI trading license and retail establishment permit before generating revenue.
• Public Announcement: Publish the establishment notice on the National Business Registration Portal within 30 days.

The 90-Day Capital Contribution Deadline

This is the most common compliance trap for new investors. Members must contribute the full registered charter capital within 90 days from ERC issuance (Law on Enterprises 2020, Article 47). If a member hasn’t fully contributed, the company must register to reduce charter capital within 30 days of the deadline.

Consequences of missing it: VND 30–50 million (~USD 1,200–2,000) administrative penalty (Decree 122/2021/ND-CP), mandatory capital reduction to the actually contributed amount (triggering a 30-day creditor notification period), and potential license revocation for conditional sectors. Banks freeze credit facilities. Tax authorities flag the entity for audit priority.

The wiring syntax requirement: When transferring capital from abroad, the remittance message must state exactly: “Charter capital contribution by [Member Name] to [Company Name, Tax Code].” If the bank note says “Loan,” “Project Fund,” or just “Transfer,” the bank can’t legally record it as equity. You’ll be forced to refund the money and re-send it with correct syntax—wasting weeks and incurring double forex conversion losses.

Open your DICA immediately upon receiving the ERC and confirm the exact wiring instructions with your bank officer before initiating the transfer. Obtain the bank’s Capital Contribution Confirmation within 5 working days of funds receipt—this document is mandatory for your year-end financial audit and CIT finalization.

Realistic Timeline

Total: roughly 43–87 days for standard projects, and around 73–147 days if conditional sector approval is required.

Indochina Link Vietnam handles the complete IRC-to-operational workflow: pre-investment screening, document legalization coordination, IRC/ERC applications, and post-licensing setup. We manage authority interactions and statutory deadlines end‑to‑end. If you need to map your project’s registration path, contact us for a tailored feasibility assessment.

Important: This information reflects regulations current as of January 2026. Vietnamese investment and enterprise laws change frequently. For specific situations, consult qualified legal and tax professionals licensed in Vietnam.