How to Apply for an Investment Registration Certificate (IRC) in Vietnam, 2026 Guide

Vietnam’s National Assembly passed the Law on Investment No. 143/2025/QH15 in December 2025, and the statute took effect on 1 March 2026, reshaping how foreign investors obtain an Investment Registration Certificate (IRC) before, or, in some cases, after, incorporating a local entity. Understanding how to apply for IRC in Vietnam is now more nuanced than ever, because the 2026 changes introduce a flexible sequencing rule that lets certain investors secure an Enterprise Registration Certificate (ERC) first and register the investment project afterward.

This guide walks through every stage of the current procedure: eligibility triggers, the complete document checklist, submission channels, realistic processing times, the new ERC-first option, and sector-specific considerations that foreign investors and their counsel need to navigate in 2026.

What you will learn in this article:

• What an IRC is, how it differs from an ERC, and which document grants which rights.
• When the IRC remains mandatory under the Vietnam Investment Law 2026, and when an ERC-first approach is permitted.
• The full, step-by-step procedure to obtain an investment registration certificate, including document lists, online submission, and fees.
• Realistic timelines from the Department of Planning and Investment (DPI) and common reasons for delays.
• Sector-specific approval requirements for real estate, telecoms, energy, and other restricted industries.
• A comparison table mapping which licensing sequence suits each common investment scenario.

Legal basis: Law on Investment No. 143/2025/QH15, consisting of 7 Chapters and 52 Articles, effective 1 March 2026. The law aims to “create an open investment environment, attract large-scale and high-tech projects.”

Quick Definitions, IRC vs ERC and What Each Document Grants

Before diving into the procedure, foreign investors should be clear on the IRC Vietnam meaning and how it relates to the Enterprise Registration Certificate. The two documents serve different legal functions and are issued by different arms of the same authority, the Department of Planning and Investment (DPI) at the provincial level.

An Investment Registration Certificate (IRC) is the official document confirming that Vietnam’s competent state authority has registered a foreign investor’s investment project. It records the project’s objectives, capital scale, duration, location, and applicable incentives. The IRC is the first approval document specifically required for projects with foreign elements.

An Enterprise Registration Certificate (ERC) is the binding legal document issued by the Business Registration Office under the DPI. It serves as official recognition by the State of Vietnam that a business entity has been legally established and is authorised to operate. The ERC records the company name, legal representative, charter capital, and registered business lines.

In practice, both certificates are needed for a fully operational foreign-invested entity. The critical question under the 2026 framework is which one comes first, a topic addressed in detail below.

When Is an IRC Required Under the 2026 Law, Decision Flowchart

Short answer: For projects with foreign elements, the IRC remains a mandatory condition and the first official approval document from the competent state authority in most circumstances. The 2026 law, however, introduces a pathway allowing certain foreign investors to obtain the ERC before the IRC in defined scenarios.

Legal basis: Law on Investment No. 143/2025/QH15, Chapter IV (Investment Registration). Under this chapter, foreign investors must obtain an IRC for the investment project first and then set up the project company, unless the project falls within an exemption category allowing ERC-first registration.

The following triggers mean an IRC is always required before the ERC:

• Foreign-invested project in a conditional or restricted sector, business lines subject to foreign ownership caps, market-access conditions, or investment policy approval by the National Assembly, Prime Minister, or Provincial People’s Committee.
• Projects requiring investment policy approval, large-scale projects (capital thresholds set by the law), projects in special economic zones, or projects using land allocated by the State.
• Projects involving national defence, security, or cultural heritage sites.

The table below maps three common entity types against the IRC requirement:

Industry observers expect provincial DPIs to gradually clarify their local interpretation of the flexible sequencing rule through administrative guidance. Investors should confirm the applicable approach with the specific DPI in the province where they plan to locate the project.

Step-by-Step: How to Apply for an IRC in Vietnam, Practical Checklist

This section provides the core procedure to obtain an investment registration certificate in Vietnam for foreigners. The steps below reflect the requirements under the Law on Investment No. 143/2025/QH15 and the supporting decrees and circulars that detail the documentary standards.

Step 1, Pre-Application: Feasibility and Investment Policy Approval

Before assembling the application dossier, investors must determine whether the proposed project requires investment policy approval. Projects that exceed certain capital thresholds, involve land allocation by the State, or fall within strategic sectors require a separate investment policy decision from the National Assembly, the Prime Minister, or the Provincial People’s Committee before the IRC application can be submitted.

Practical steps at this stage include:

• Conducting a feasibility assessment of the project’s business lines against Vietnam’s conditional investment sectors list.
• Verifying foreign ownership caps applicable to each registered business line.
• Engaging with the relevant provincial DPI for pre-application consultation, many DPIs offer informal pre-screening meetings.
• Preparing a preliminary project proposal and financial model to support the investment policy approval request, if applicable.

Step 2, Prepare the IRC Application Dossier

Investors must follow a standardised document checklist to streamline the IRC application process. The investment registration certificate requirements for Vietnam in 2026 are as follows:

Investor identification documents:

• For corporate investors: Certificate of incorporation (or equivalent), articles of association, and most recent audited financial statements from the home jurisdiction. All documents must be notarised, consularised or apostilled, and translated into Vietnamese by a certified translator.
• For individual investors: Valid passport (notarised copy), proof of residential address, and bank reference letter or financial statement demonstrating investment capability.

Financial capability evidence:

• Audited financial statements for the two most recent fiscal years (corporate investors).
• Bank statement or bank confirmation letter showing available funds equivalent to or exceeding the proposed investment capital.
• Parent company guarantee or commitment letter (where the investor is a subsidiary).

Investment project proposal:

• Written application for the IRC (prescribed form, obtained from the DPI or National Enterprise Registration Portal).
• Detailed project proposal covering: objectives, investment scale, total investment capital and charter capital, project timeline, proposed location, labour requirements, technology to be used, environmental impact assessment (where required), and proposed incentives (if any).

Land and premises documents:

• Lease agreement or memorandum of understanding for office/factory premises, or letter of commitment from an industrial zone/economic zone management board.
• Land use right certificate (if applicable) or evidence of land allocation from the relevant People’s Committee.

Sector-specific compliance documents:

• Sector-specific licences, technical certifications, or approvals from line ministries (e.g., Ministry of Information and Communications for telecoms, Ministry of Construction for real estate).
• Environmental impact assessment report or environmental protection plan, as required by the project’s category.

Document formatting requirements: All foreign-language documents must be translated into Vietnamese by a certified translator. Notarised, consularised or apostilled copies are required for key corporate documents (certificate of incorporation, financial statements, passport copies). Translations should be notarised separately. Files submitted via the online portal must be in PDF format.

Step 3, Submission Channels: Online Portal, DPI, and MPI

Foreign investors can submit the IRC application dossier through the National Enterprise Registration Portal (dangkykinhdoanh.gov.vn). The online submission process involves creating an investor account, completing the prescribed digital declaration forms, uploading scanned copies of the required documents, and receiving a digital receipt. A hard-copy dossier must also be submitted directly to the Investment Registration Division of the provincial DPI where the project will be located.

For projects that require investment policy approval at the central level (Prime Minister or National Assembly), the application is submitted to the Ministry of Planning and Investment (MPI), which coordinates the approval process with the relevant authorities before the DPI issues the IRC.

Key portal tips:

• Register the investor account in advance, account verification can take one to two business days.
• Ensure all uploaded documents are clear, legible PDF scans.
• Retain the digital receipt number for tracking the application status.

Step 4, Fees and Payment

Vietnam does not charge a government fee for the issuance of an IRC. The primary costs investors should budget for are:

• Notarisation and consularisation of foreign documents (varies by jurisdiction, typically USD 100–500 per document set).
• Certified Vietnamese translation (rates vary; approximately VND 100,000–200,000 per page for standard documents).
• Legal advisory fees for dossier preparation and DPI liaison (market rates vary by firm and project complexity).

Timelines, Realistic Processing Times and Common Delays

The statutory timeline for IRC issuance is 15 working days from the date the DPI receives a complete and valid application dossier. In practice, however, timelines vary depending on the province, the complexity of the project, and whether the authority requests supplementary information.

Common causes of delays include incomplete or incorrectly notarised documents, inconsistencies between the project proposal and the investor’s financial evidence, missing environmental assessments, and ambiguity in the business line descriptions against Vietnam’s CPC classification codes. Investors should engage qualified legal counsel to pre-review the dossier against DPI requirements before submission.

ERC-First Rule, When You Can Incorporate First and the Pros and Cons

One of the most significant changes under the Vietnam Investment Law 2026 is the introduction of a flexible registration sequence. Since 1 March 2026, foreign investors can, in certain circumstances, set up a company in Vietnam first by obtaining the ERC and then handle investment registration afterward. This reversal of the traditional IRC-first sequence is designed to reduce market-entry timelines and align Vietnam’s procedures more closely with regional competitors.

When ERC-first is available:

• The investment project does not fall within a conditional or restricted sector requiring prior investment policy approval.
• The foreign investor’s proposed business lines are fully open to foreign participation without ownership caps.
• No land allocation from the State is required (i.e., the investor leases private premises or operates within an industrial zone).

Advantages of the ERC-first approach:

• Speed: The ERC can be issued within 3–5 working days, enabling the investor to establish a legal entity, open a bank account, sign commercial contracts, and hire staff while the IRC application is being processed.
• Operational continuity: Investors entering time-sensitive markets can begin commercial preparations immediately.
• Simplified coordination: Certain administrative steps (seal registration, tax code) can proceed in parallel.

Risks and caveats to consider:

• Restricted sectors: If the company’s registered business lines later require IRC approval that is not obtained promptly, the entity may face operational restrictions or penalties.
• Capital contribution timing: The investor must still comply with the statutory capital contribution schedule once the IRC is issued; the ERC alone does not extend the contribution deadline.
• Foreign ownership ceilings: Obtaining an ERC first does not exempt the investor from sector-specific foreign ownership limits, which are verified at the IRC stage.
• Potential rework: If the DPI imposes conditions on the IRC that differ from assumptions made at the ERC stage (e.g., adjusted business lines or capital amounts), the ERC may need to be amended, creating additional cost and delay.

Early indications suggest that the ERC-first pathway is most practical for investors in non-restricted services, trading, consulting, and technology sectors where foreign ownership is unrestricted and no land allocation is involved.

Sector-Specific Notes and Approvals

Certain sectors in Vietnam require additional central-government approvals or line-ministry clearances beyond the standard IRC application. Investors in these sectors should anticipate longer timelines and additional documentary requirements.

• Real estate: Foreign-invested real estate projects typically require investment policy approval from the Provincial People’s Committee (or higher, depending on project scale). Additional documentation includes land use planning certificates, project master plans, and environmental impact assessments. The IRC is always required before the ERC for real estate projects involving land allocation.
• Telecommunications: Projects involving telecom infrastructure or services require approval from the Ministry of Information and Communications. Foreign ownership is capped in several telecom sub-sectors, and a telecom licence must be obtained separately after the IRC and ERC are in place.
• Energy and power generation: Power projects require coordination with the Ministry of Industry and Trade and must align with Vietnam’s national power development plan. Environmental and construction permits add to the timeline.
• Manufacturing and processing: While generally less restricted in terms of foreign ownership, manufacturing projects in industrial zones may require environmental impact assessments and fire-safety certifications before the IRC is issued. Industrial zone management boards often provide a one-stop-shop service to facilitate these approvals.
• Education and healthcare: These sectors carry minimum capital requirements and specific staffing conditions. Line-ministry approvals (Ministry of Education and Training; Ministry of Health) are required alongside the IRC.

In all cases, investors should confirm the latest sector-specific requirements with the provincial DPI or the relevant line ministry, as implementing decrees and circulars are periodically updated.

After the IRC Is Granted, Next Steps and Compliance Obligations

Receiving the IRC is a milestone, but it does not mean the investor can immediately commence operations. The following steps must be completed after the IRC is issued:

1. Enterprise Registration Certificate (ERC): If the IRC-first sequence was followed, submit the Vietnam company registration application to the Business Registration Office. The ERC is typically issued within 3–5 working days.
2. Company seal: Register the company seal (digital or physical) with the Business Registration Office.
3. Tax registration: Register for a tax identification number and VAT with the local tax authority.
4. Bank account: Open a direct investment capital account (DICA) at a licensed bank in Vietnam to receive foreign-invested capital.
5. Capital contribution: Contribute charter capital within the statutory deadline (generally 90 days from IRC/ERC issuance, unless a different timeline is approved).
6. Operational licences: Obtain any sector-specific sub-licences (e.g., retail trading licence, telecom licence, construction permit) as required by the registered business lines.
7. Ongoing reporting: Comply with annual investment activity reporting to the DPI, quarterly statistical reporting, and any environmental or labour compliance obligations.

If the investment project undergoes material changes, such as adjustments to the capital scale, project objectives, duration, or investor structure, the IRC must be formally amended. The processing time for an IRC amendment is typically 10–15 working days from submission of a complete amendment dossier.

Comparison Table, ERC-First vs IRC-First by Scenario

The table below summarises which licensing sequence is recommended for common foreign investment scenarios in Vietnam under the 2026 framework.

Conclusion

Knowing how to apply for IRC in Vietnam under the 2026 regulatory framework is essential for any foreign investor planning market entry or project expansion. The Law on Investment No. 143/2025/QH15 has introduced meaningful flexibility, particularly the option to secure an ERC before the IRC in non-restricted sectors, but it has also preserved strict sequencing requirements for conditional industries and large-scale projects. Investors who assemble a complete, correctly formatted dossier, engage early with the provincial DPI, and choose the right IRC-versus-ERC sequence for their specific sector and project type will be best positioned to secure their investment registration certificate efficiently and avoid costly delays.

Last reviewed: 21 May 2026. This article reflects the law as in force on the date of review. Investors should verify current requirements with qualified Vietnamese legal counsel before submission.

Sources

1. LuatVietnam, The English Translation of the 2025 Law on Investment
2. Lexology, Latest Procedures for Obtaining an Investment Registration Certificate
3. Vietnam Business Law, Key Changes in New Investment Law 2025
4. BKCLAW, Conditions for Granting Investment Registration Certificates in Vietnam (2026 Update)
5. ASEAN Briefing, Understanding Investment Licensing in Vietnam: IRC, ERC, and Beyond
6. LexConsult, Investment Registration Certificate (IRC) in Vietnam