Introduction
IRC vs ERC in Vietnam is an essential distinction for foreign investors establishing a company. The Investment Registration Certificate (IRC) records the investment project, while the Enterprise Registration Certificate (ERC) confirms the company’s registration and legal existence.
The 2025 Law on Investment and Decree No. 96/2026/ND-CP introduce greater flexibility by allowing a foreign investor, subject to applicable conditions, to establish an economic organisation before completing the IRC procedure. The company may not implement the investment project before the IRC procedure is completed. Before doing so, it must also comply with market-access conditions, confirm the legal suitability of the premises, structure the capital appropriately and obtain any required sector-specific licences.
| Key takeaway: The IRC is not a general business licence, and the ERC does not replace the IRC or any sector-specific permit. The appropriate sequence depends on the investment structure, business activities, location and project readiness. |
1. IRC vs ERC in Vietnam: What Is the Difference?
The central distinction between IRC and ERC in Vietnam is what each certificate records: the IRC relates to the investment project, while the ERC relates to the company established to conduct business.
| Feature | IRC | ERC |
|---|---|---|
| Function | Records the investment project and its approved parameters | Confirms the company’s registration and assigns its enterprise identification number |
| Main information | Investor, objectives, location, capital, schedule and project term | Name, registered office, charter capital and legal representative |
| Competent authority | Competent investment registration authority based on location and project type | Competent provincial business registration authority |
| Practical significance | Basis for implementing the project within its recorded scope | Basis for the company’s legal existence and corporate procedures |
2. When Does a Foreign Investor Need an IRC?
Not every foreign investment follows the same procedure. The investment structure should first be determined before assessing whether an IRC is required.
| Situation | Typical approach | Important point |
|---|---|---|
| New company for a new project | Establish the project and complete the applicable IRC procedure | IRC-first or ERC-first may be available if conditions are met |
| Acquisition of shares or equity in an existing company | A new IRC is not automatically required | Prior registration or approval of the acquisition may be required |
| Expansion of an existing IRC project | Consider an IRC amendment or a new project | Depends on objectives, location, scale and implementation structure |
| Conditional business sector | IRC/ERC alone is insufficient | Market-access conditions and sector-specific licences apply |
Not every foreign investor is required to obtain an IRC — the answer depends on the specific transaction and project.
3. Two Registration Routes Under the New Framework
Article 72 of Decree No. 96/2026/ND-CP provides for two procedural routes. The ERC-first mechanism changes the order; it does not exempt the investor from obtaining an IRC.
| Sequence | How it works | Main risk or limitation |
|---|---|---|
| IRC → ERC | Register the project first, then establish the company | Offers greater certainty where the sector, location or project conditions are complex |
| ERC → IRC | Establish the company first and complete the IRC within 12 months | Only lawful preparations are permitted before the IRC; the project cannot commence; the IRC may not be issued as expected |
| Practical recommendation: Do not choose the ERC-first route solely to establish a company faster. Review market-access conditions, project objectives, lawful use of the premises, financial capacity and sector-specific licensing before incorporation. |
4. Process and Planning Timeline
The timelines below are indicative and are provided for planning purposes. Statutory periods normally begin when a complete and valid dossier is received and may be extended if amendments or consultation with relevant authorities are required.
| Step | Action | Indicative statutory period | Key check |
|---|---|---|---|
| 1 | Review the sector, investment form, premises and investment-policy approval requirements | Project-specific | Market access and planning |
| 2 | Prepare investor documents, project proposal and financial evidence | 1–3 weeks or longer | Legalisation, translation and premises documents |
| 3 | Complete the IRC procedure where applicable | Depends on the procedure; an ordinary application is generally processed within 15 days | No single period applies to every project |
| 4 | Apply for the ERC | Three working days for a valid dossier | Actual timing may be longer if amendments are required |
| 5 | Complete post-licensing work | Usually 2–6 weeks | Capital, banking, tax, employment, e-invoices and sub-licences |
5. Charter Capital, Investment Capital and Contribution Deadlines
A company’s charter capital does not necessarily equal the project’s total investment capital. Both should be structured consistently with the project’s funding needs and implementation schedule.
| Item | General principle | Common risk |
|---|---|---|
| Charter capital | Contributed under the Law on Enterprises and the charter; generally within 90 days from ERC issuance, subject to limited exceptions for transporting and transferring title to contributed assets | Confusing the ERC deadline with the IRC schedule or remitting to the wrong account |
| Total investment capital | Includes investor-contributed capital and other lawful funding sources | Registering an amount too low for the project or too high for the investor’s capacity |
| Contribution schedule | Must align with the Law on Enterprises, the IRC and investor commitments | Monitoring only one deadline and overlooking other applicable milestones |
6. When Must the IRC or Enterprise Information Be Amended?
Do not assume that a “minor” change requires no procedure. The 20% threshold is relevant to certain investment-policy adjustments; it is not a general exemption from amending an IRC whenever investment capital changes by less than 20%.
| Change | Procedure to consider | Important point |
|---|---|---|
| Name, address or legal representative | Amendment to the enterprise registration information; review the IRC and related licences | An IRC amendment or update may be required if the information appears on the IRC |
| Objectives or business activities | Review project objectives, enterprise registration, market access and sector permits | The ERC does not authorise every registered activity |
| Charter capital or total investment capital | Assess obligations under enterprise law, investment law and the IRC | A change below 20% is not automatically exempt from IRC amendment |
| Location or project scale | Consider IRC, land, construction and environmental procedures | Confirm lawful rights to use the premises |
The correct sequence depends on the change and the licences held. It is not always “IRC first, then ERC”.
7. Post-Licensing Checklist
Obtaining the certificates is only part of the market-entry process. The company should also:
- Open the direct investment capital account and payment accounts appropriate to the investment structure.
- Contribute capital on time, in the correct currency and through the correct account; retain bank evidence.
- Complete tax registration, digital signature, e-invoice and accounting arrangements.
- Review and obtain any business, retail or sector-specific licences.
- Complete employment, social insurance, work permit and immigration procedures.
- File investment reports and retain evidence of project implementation.
8. Frequently Asked Questions
Conclusion
In summary, understanding IRC vs ERC in Vietnam helps investors select the correct market-entry sequence and avoid treating the two certificates as interchangeable. The ERC-first route creates flexibility but shifts more project-preparation risk to the investor. The decision should be based on the sector, location, capital structure, market-access conditions and actual operating plan.
TT Collab supports foreign investors in assessing the investment structure, choosing the IRC/ERC sequence, reviewing premises and market-access conditions, preparing applications and building a post-licensing compliance plan.
Key Legal Basis
- Law on Investment No. 143/2025/QH15.
- Law on Enterprises No. 59/2020/QH14 and its 2025 amendments.
- Decree No. 96/2026/ND-CP.
- Decree No. 168/2025/ND-CP, as amended by Decree No. 296/2026/ND-CP.
- Circular No. 68/2025/TT-BTC on enterprise registration forms.
- Circular No. 55/2026/TT-BTC on investment procedure forms.
| Disclaimer: This article provides general information only and is not legal or tax advice for a specific matter. The authority, dossier and administrative practice may vary by location, sector, premises and investment structure. Current requirements should be confirmed before filing or incurring material costs. |
