You've wired the capital. You have a signed lease and a draft charter. But when you walk into the licensing office, the officer points to a line in your business registration application and tells you the sector you selected requires a market access review you didn't know existed. Or worse — you submitted your IRC and ERC applications together, only to have both returned because the procedures must run sequentially.
The IRC and ERC are the two foundational documents for any foreign-invested company in Vietnam. Get them right, and everything after — bank accounts, tax registration, work permits — flows smoothly. Get them wrong, and you're stuck in a loop of supplementation requests while your capital sits frozen in a bank account.
This guide walks through the current two-stage process under the Law on Investment 2025 and Law on Enterprises, the documents required for each stage, the field-by-field translation of the core application form, and the mistakes that cause the most rejections.
The Legal Framework: Two Certificates, Two Procedures
Foreign investors establishing a company in Vietnam must obtain two core approvals, traditionally in strict sequential order:
- Investment Registration Certificate (IRC / Giấy chứng nhận đăng ký đầu tư) — issued by the provincial Department of Planning and Investment or the Management Board of Industrial Zones. This approves the investment project: its objectives, capital, location, and timeline.
- Enterprise Registration Certificate (ERC / Giấy chứng nhận đăng ký doanh nghiệp) — issued by the Business Registration Office. This establishes the legal entity: its name, charter capital, members, and legal representative.
Under the Law on Investment 2025, which took effect April 1, 2026, an important change allows a more flexible approach: foreign investors may now apply for the ERC first, then the IRC, rather than the traditional IRC-first sequence . This new option addresses practical bottlenecks where investors needed a legal entity to sign preparatory contracts before receiving investment approval.
Documents Required for the IRC Application
The IRC dossier is submitted to the investment registration authority where your project will be located. Under the Law on Investment and guiding decrees, the core documents include:
- Written request for project implementation (Văn bản đề nghị thực hiện dự án đầu tư) — the official application form, including commitments to bear costs and risks if the project is not approved, and to comply with construction, environmental, and fire safety regulations
- Investment project proposal (Đề xuất dự án đầu tư) — covering investor information, investment objectives, scale, capital, funding plan, location, timeline, land use needs, labor needs, and environmental impact assessment
- Copy of the investor's legal documents — passport for individuals, or certified copy of business registration certificate for corporate investors
- Financial capability documentation — typically bank statements or audited financial statements proving the investor can fund the committed capital
- Location documentation — lease agreement, land use rights certificate, or other proof of the project site
Form Field-by-Field Translation Reference
The core IRC application form uses specific Vietnamese legal terminology. Here is a reference translation of the key fields you will encounter.
| Vietnamese Field | English Meaning | What to Enter |
|---|---|---|
| Nhà đầu tư | Investor | Full legal name of foreign individual or company |
| Mục tiêu đầu tư | Investment Objectives | Description of business activities to be conducted |
| Quy mô đầu tư | Investment Scale | Total investment capital in VND or USD equivalent |
| Vốn đầu tư | Investment Capital | Breakdown of capital contribution and funding sources |
| Địa điểm thực hiện | Implementation Location | Full address of project site |
| Thời hạn hoạt động | Operational Term | Duration of the investment project (typically 50 years) |
| Tiến độ thực hiện | Implementation Progress | Milestones for capital contribution and operational start |
Copyable Cover Letter for IRC Application
Use this template as a reference for your written request. The official form follows the Ministry of Planning and Investment template. Consult the current circular for the exact prescribed form before submission.
Date: [DD/MM/YYYY] To: [Department of Planning and Investment / Management Board of Industrial Zones]
[Address of Receiving Authority] RE: Application for Investment Registration Certificate Dear Sir/Madam, We, [Full Legal Name of Investor], a company/individual established under the laws of [Country Name] with registration number [Registration Number] (for corporate investors), with registered address at [Full Address in Home Country], hereby submit this application for an Investment Registration Certificate for the following project: Project Name: [Proposed Project Name]
Implementation Location: [Full Address in Vietnam]
Investment Objectives: [Brief description of business activities]
Total Investment Capital: VND [Amount] (approximately USD [Amount])
Investor's Contribution: VND [Amount] (equivalent to [Percentage]% of total capital)
Project Duration: [Number] years We commit to:
1. Bearing all costs and risks if the project is not approved.
2. Complying with all applicable laws on construction, environmental protection, and fire safety.
3. Meeting all investment conditions and market access requirements for the proposed sector. Enclosed documents:
1. Written request for project implementation
2. Investment project proposal
3. Consular-legalized copy of investor's legal documents
4. Financial capability documentation
5. Location documentation (lease agreement / land use rights certificate) We respectfully request the Investment Registration Authority to review and grant the Investment Registration Certificate for this project. Sincerely,
[Authorized Signatory Name]
[Position]
[Company Stamp (if corporate investor)]
Submission Procedure: Step-by-Step
- Confirm your sector and market access conditions. Check whether your proposed business line is restricted or conditional for foreign investors. Conditional sectors may require additional licenses or minimum capital thresholds .
- Prepare the IRC dossier. Assemble all documents, ensuring foreign-issued documents are consular legalized and translated.
- Submit the IRC application. File with the Department of Planning and Investment (Sở Kế hoạch và Đầu tư) or the Management Board of Industrial Zones where the project is located. Submission can be in person, by post, or online where applicable .
- Receive the IRC. Processing time is generally 15 working days from receipt of a complete and valid dossier. In practice, this may extend if supplementation is requested .
- Prepare and submit the ERC application. After receiving the IRC, prepare the enterprise registration dossier for your chosen legal form — Limited Liability Company (LLC) or Joint Stock Company (JSC) .
- Receive the ERC. The Business Registration Office issues the ERC, at which point the company obtains legal personality and can conduct business activities .
Common Mistakes That Cause Rejection or Delay
1. Skipping Consular Legalization
The investor's business registration certificate, financial statements, and any other foreign-issued documents must be consular legalized by a Vietnamese diplomatic mission abroad. Without this, the dossier is invalid. This step cannot be completed in Vietnam.
2. Inadequate Financial Capability Proof
The investment registration authority evaluates whether the investor actually has the funds committed. A simple bank statement may not suffice — some authorities require audited financial statements or a formal bank confirmation letter. Verify the specific requirement with your receiving authority .
3. Wrong Submission Authority
IRC applications go to the Department of Planning and Investment or the Management Board of Industrial Zones, depending on project location. Submitting to the wrong authority causes delays and returns.
4. Choosing a Restricted Sector Without Additional Licenses
Conditional business sectors require specific sub-licenses — for example, a trading license for retail, or a transport license for logistics. The IRC alone does not authorize operation in these sectors. Plan for the additional licensing steps .
5. Underestimating Charter Capital Timing
Once the ERC is issued, you must contribute the committed charter capital within the timeframe stated in your enterprise registration documents. This contribution must be made through the direct investment capital account — not a regular payment account. Failure to contribute on time can affect the legality of your investment .
Frequently Asked Questions
What is the difference between the IRC and ERC?
The Investment Registration Certificate (IRC) approves your investment project — its objectives, capital, location, and timeline. The Enterprise Registration Certificate (ERC) establishes your legal entity — the company name, charter capital, members, and legal representative. The IRC is issued by the investment registration authority; the ERC is issued by the Business Registration Office.
Can I apply for the ERC before the IRC in Vietnam?
Under the Law on Investment 2025, effective April 1, 2026, foreign investors may now apply for the ERC first, then the IRC, in certain cases. The traditional sequence remains IRC first, then ERC. This flexibility is designed for situations where a legal entity is needed for preparatory activities .
How long does it take to get an IRC in Vietnam?
The processing time is generally 15 working days from receipt of a complete and valid dossier. In practice, additional time may be required if the authority requests supplementation or if market access review is needed .
Do I need to consular legalize my foreign business registration certificate?
Yes. Documents issued by foreign authorities must be consular legalized by a Vietnamese diplomatic mission or consular office in your home country. They must then be translated into Vietnamese. This step cannot be done in Vietnam.
What should I do immediately after receiving the ERC?
After receiving the ERC, you must open a direct investment capital account at a licensed bank in Vietnam, contribute your charter capital through that account, publish your enterprise registration content on the National Business Registration Portal, and complete tax registration. These are mandatory post-registration steps .