IRC and ERC in Vietnam: Foreign Company Registration 2026

Foreign investors establishing a corporate presence in Vietnam operate under a statutory two-tier licensing framework. Under the Law on Investment 2025 (Law No. 143/2025/QH15, effective March 1, 2026) and the Law on Enterprises 2020, foreign direct investment requires an Investment Registration Certificate (IRC) followed by an Enterprise Registration Certificate (ERC).

The IRC is issued by the provincial Department of Finance (which absorbed the former Department of Planning and Investment under Decree 150/2025/ND-CP) or the Industrial Zone Management Board within 10 working days under Decree 96/2026/ND-CP. The ERC is issued by the Business Registration Office (under the Department of Finance) within 3 working days under the Law on Enterprises 2020. If you are mapping the whole entry path, start with the market entry guide for foreign investors.

Once the dossier is complete and valid, realistic establishment takes 4 to 6 weeks, or 8 to 12 weeks for conditional and retail sectors; legalizing foreign documents adds time on top. Following ERC issuance, the Law on Enterprises 2020 requires funding 100% of declared charter capital through the foreign investment capital account (formerly DICA) within 90 calendar days.

This guide focuses on limited liability companies (LLCs) and joint-stock companies (JSCs). If you are evaluating corporate structures, review the comparison of LLC vs JSC vs representative office vs branch for foreign investors in Vietnam.

1. Statutory Prerequisites Before Licensing

Foreign investors must satisfy four statutory prerequisites prior to submitting the formal IRC application dossier. Deficiencies trigger official rejection by licensing authorities.

Investor Eligibility and Document Legalization

Foreign investors must prove their legal capacity with documents that meet Vietnamese requirements. Corporate records issued abroad (incorporation certificates, charters, 2-year audited financials, board resolutions) must be consularly legalized, or apostilled if issued by a Hague Apostille Convention member state (from September 11, 2026, under Decree 293/2026/ND-CP), unless exempt, and individual investors file a copy of the passport. The Vietnamese translation needs the translator’s signature certified (for enterprise registration dossiers from July 23, 2026, under Decree 168/2025/ND-CP as amended by Decree 296/2026/ND-CP). Allow extra time for this step, as it varies by issuing country.

Capital Feasibility and Sector-Specific Thresholds

While the Law on Enterprises 2020 imposes no general minimum charter capital, authorities and banks in practice look at whether the proposed capital and the investment capital in the proposal are credible against initial operating expenses: facility leases, equipment, wages, and first-year working capital. A very low capital against a large first-year cost plan often draws questions.

Some regulated industries, such as real estate, securities and banking, set their own minimum legal capital under the sector laws in force. In-kind contributions require valuation under the Law on Enterprises 2020.

Registered Commercial Location

Under the Housing Law 2023, licensing authorities prohibit using residential apartments or condominiums for corporate registration. The dossier needs a document proving the right to use the premises (Article 39.3.b of Decree 96/2026/ND-CP), such as a lease agreement. In practice authorities and landlords often ask for ownership papers and a minimum lease term. Enterprises can use commercial office space, industrial park land subleases, or serviced offices with dedicated commercial space. Market practice relies on a binding Memorandum of Understanding (MOU) to Lease that reserves premises for licensing submissions and converts into a definitive lease upon ERC issuance. Because the company doesn’t exist yet, investors often sign the lease or MOU in their own name, with a clause that assigns it to the company once the ERC is issued.

Legal Representative and VNeID Compliance

Every enterprise in Vietnam must maintain at least one resident legal representative (Law on Enterprises 2020). A sole representative must reside in Vietnam or execute a written proxy before departing. The legal representative signs tax returns, authorizes banking operations, and bears direct liability for non-compliance. Review the guide on legal representative liability and compliance risks in Vietnam.

Under Decree 219/2025/ND-CP, foreign legal representatives must hold a work permit, or qualify for an exemption (for example, capital contribution of VND 3 billion or more) and notify the labor authority at least 3 working days in advance (Article 9.4), with no exemption certificate required, followed by a Temporary Residence Card (TRC).

Under Decree 168/2025/ND-CP (as amended by Decree 296/2026/ND-CP), the person filing and any authorized person must complete electronic authentication through a VNeID electronic identification account to obtain the ERC. Without an account, the dossier attaches a copy of the valid ID card or passport. Foreign investors commonly appoint a resident manager during initial setup, transferring representation after securing a TRC. See the corporate e-ID registration guide.

2. Dual-Track Licensing Roadmap (IRC and ERC)

Foreign corporate formation follows two consecutive statutory licensing phases: investment project licensing (IRC) followed by enterprise incorporation (ERC).

Step 1: Pre-Investment Market Access Screening

Prior to preparing the IRC dossier, investors must evaluate market access conditions under Article 8 of the Law on Investment 2025 and Appendix I of Decree 96/2026/ND-CP:

• Section A (23 Sectors Not Yet Open to Foreign Investors): These sectors are not yet open to foreign capital (press and news gathering, fishing or seafood harvesting, investigation and security services, notarization).
• Section B (62 Conditional Market Access Sectors): Foreign investment is subject to statutory restrictions, including foreign equity caps (ceilings that vary by sector under sector laws and treaties), joint-venture requirements, or sub-licensing hurdles. Review the analysis of conditional business lines and market access requirements in Vietnam.

Projects that fall under Article 24 of the Law on Investment 2025 (for example, a request for land allocation or lease without auction, a change of land use purpose, or foreign investment in publishing, press or telecom network infrastructure) need prior Investment Policy Approval (Chấp thuận chủ trương đầu tư) from the Prime Minister or the Provincial People’s Committee. In practice this adds roughly 2 to 4 months before IRC processing begins.

Step 2: IRC Dossier and Appraisal

The Investment Registration Certificate validates the foreign direct investment project. Competent authorities are the provincial Department of Finance for facilities outside industrial parks, or the Industrial Zone Management Board for facilities within specialized zones. Statutory processing takes 10 working days from receipt of a complete dossier for projects that do not require investment policy approval and meet the conditions of Article 39(3) of Decree 96. The IRC dossier comprises: formal application Form I.1.1 (Circular 55/2026/TT-BTC), investment proposal, legalized or apostilled corporate records, audited financials (or passport and bank letters), financial capacity proof, and premises lease or MOU documentation. Before filing, the investor declares the project online on the National Investment Information System and must lodge the dossier within 10 working days, or the online declaration lapses (Decree 96/2026/ND-CP).

Step 3: ERC Issuance and Legal Entity Formation

Upon IRC approval, the investor files for enterprise incorporation with the Business Registration Office (Phòng Đăng ký kinh doanh) under the Department of Finance. Under Article 26.5 of the Law on Enterprises 2020, statutory processing is 3 working days from receipt of a compliant dossier.

The resulting Enterprise Registration Certificate (ERC) assigns a unified 10-digit enterprise code serving simultaneously as the corporate Tax Identification Number (TIN). The ERC dossier includes the registration application, company charter matching the approved IRC, member or shareholder lists, a copy of each representative’s passport or personal identification number, and a copy of the IRC.

Incorporating Before the IRC (ERC First)

Foreign investors may incorporate the company before obtaining the IRC, then complete the IRC procedure within 12 months (Decree 96/2026/ND-CP, Article 72). The route comes with three limits:

• The enterprise registration dossier includes a commitment to meet the market access conditions that apply to foreign investors.
• The company cannot carry out the investment project, and can add other business lines only after the IRC is issued.
• A capital account opened before the IRC is limited to receiving charter capital and bank interest, paying investment preparation costs, and refunding capital to the investor if the IRC is refused (Circular 38/2026/TT-NHNN, Article 7.3).

ERC first suits investors who need a legal entity early, for example to sign a lease, while the project itself waits for the IRC. See how IRC and ERC amendments work when the ERC comes first or the business lines change.

3. Post-Licensing Setup (Go-Live Compliance)

Securing the ERC establishes corporate legal existence, but the enterprise should complete the following setup items. Items 1 to 5 apply to nearly every enterprise before invoicing; items 6 to 8 depend on the business line or are recommended:

1. Foreign Investment Capital Account (formerly DICA): Open an authorized capital account at an SBV-licensed bank under Circular 38/2026/TT-NHNN. All charter capital, foreign loans, and dividends must route exclusively through this account. Section 4 covers the funding deadline.
2. Initial Tax Registration: The tax code is issued through the interconnected one-stop mechanism together with the ERC, so the registration deadline is the enterprise registration deadline and no separate filing with the tax authority is needed (Law on Tax Administration No. 108/2025/QH15; Decree 252/2026/ND-CP).
3. Digital Signature and Corporate e-ID: Procure a digital signature token and register corporate e-ID under Decree 69/2024/ND-CP.
4. Electronic Invoicing: Submit Form 01/ĐKTĐ-HĐĐT to activate e-invoices under Decree 254/2026/ND-CP and Circular 91/2026/TT-BTC (effective July 1, 2026, replacing Decree 123/2020/ND-CP).
5. Labor and Social Insurance: Publish the salary scale at the workplace (Labor Code 2019) and file social insurance enrollment within 30 days from the date the employee becomes subject to compulsory insurance (Article 28(1) of the Social Insurance Law 2024; late-registration penalties under Decree 283/2026/ND-CP). Consult the Vietnam labor law and employment compliance guide.
6. Sector Sub-Licenses: Retail businesses obtain a business license, plus a license for each retail outlet, from the provincial People’s Committee before sales commence (Decree 342/2026/ND-CP, applicable from 18 October 2026). Review the trading license guide for foreign retail businesses.
7. Trademark Protection: File brand applications with the Intellectual Property Office of Vietnam (IPVN) under the first-to-file rule. Consult the trademark registration guide for foreign businesses.
8. National Portal Announcement: The registration content is published on the National Business Registration Portal. The publication request and fee are lodged together with the dossier, so no separate filing is needed.

4. The 90-Day Capital Contribution Deadline

Members and shareholders must fund 100% of declared charter capital into the foreign investment capital account within 90 calendar days of ERC issuance; a payment into an ordinary operating account does not count. If the deadline passes and no other member or shareholder pays the missing amount, the company must register a reduction of capital to the amount funded; skipping that registration is fined VND 30,000,000 to VND 50,000,000 under Decree 122/2021/ND-CP, a member who contributed nothing loses member status, and a member who paid part keeps rights in proportion to the amount paid. Wire-message wording, bank checks and the full consequences are in the capital account compliance guide.

Separate tax conditions apply later to offshore profit repatriation and dividend remittances, independent of the consequences above.

5. Realistic Timeline and Project Milestones

Coordinating parallel workflows shortens the market entry schedule and avoids cumulative procedural delays.

Standard projects conclude in 4 to 6 weeks once the dossier is complete and valid, while conditional sectors and retail projects with ministerial consultations or trading licenses take 8 to 12 weeks. Legalization of foreign documents is additional time.

Indochina Link Vietnam provides market entry execution: document legalization, IRC and ERC licensing, capital account setup, and post-licensing tax compliance. Our specialized company registration service team manages authority filings and keeps the timeline on track.

Regulatory Notice: This guide reflects statutory regulations current as of October 2026, incorporating the Law on Investment 2025 (Law No. 143/2025/QH15, effective March 1, 2026), the Law on Enterprises 2020, Decree 96, Decree 168/2025/ND-CP as amended by Decree 296/2026/ND-CP, Circular 38/2026/TT-NHNN, and Decree 69/2024/ND-CP.