Investment registration certificate in Vietnam: what an IRC is and when you need one

What is the investment registration certificate in Vietnam?

IRC stands for Investment Registration Certificate. Investment Law No. 143/2025/QH15 defines it as a paper or electronic document recording the investor's registered information about an investment project (Clause 11, Article 3). An investment project is a set of proposals to invest capital over the medium or long term to carry out investment and business activities (Clause 4, Article 3).

Two points to grasp early:

• The IRC attaches to a project, not to a legal entity. One company can hold several IRCs for several projects, or none if it is not required to have one.
• The IRC records a registration; it does not permit every line of business. Conditional sectors still require the conditions and licences set by sector laws.

Older names for the same thing include investment licence and investment certificate. Documents issued under earlier laws before the Investment Law 2025 took effect keep the same legal value as an IRC (Clause 2, Article 101 of Decree 96/2026/ND-CP), and a holder who wants to exchange one for an IRC under the new law has it reissued in three working days (Point b, Clause 1, Article 109).

Who needs an IRC, and who does not?

Article 26 of the Investment Law 2025 sets two groups:

Where an IRC is not required, a domestic investor who wants one may still apply (Clause 4, Article 26). How the "above 50% foreign capital" group is identified is explained in the handbook entry on what is an FDI company.

A newly formed joint venture in which the foreign side holds 50% or less is a grey area: Point b, Clause 2, Article 26 of the Investment Law requires no IRC for projects of such a company, but Clause 4, Article 72 of Decree 96/2026/ND-CP requires a company formed by a foreign investor before it has an IRC to complete the IRC procedure within 12 months, with no ownership threshold, so confirm with the investment registration authority before choosing the route (see our analysis of the joint venture agreement in Vietnam).

A project that needs an IRC must complete the procedure before the project starts (Clause 2, Article 29).

Investment registration certificate in Vietnam vs the ERC (Enterprise Registration Certificate)

Foreign investors ask this more than anything else, because they hold two documents and are unsure what each does. A short way to remember it: the IRC answers "which project is registered", the ERC answers "which legal entity is established".

Three ways the two documents interact:

• "Address" means two things. The head office on the ERC and the project site on the IRC are different items, each with its own amendment procedure. Changing one does not automatically change the other, so check each case.
• For some companies the lines of business on the ERC depend on the IRC. A company set up before its IRC may add other investment and business lines only after the IRC is issued (Clause 4, Article 72 of Decree 96). Once it holds an IRC, a foreign-invested company may amend its enterprise registration and open branches, representative offices and business locations without necessarily needing a new project, but any new business line must still fit the market access conditions for foreign investors (Clauses 1 and 2, Article 73).
• Charter capital need not equal the project's investment capital. The company contributes capital and raises other funds on the schedule set in the IRC (Clause 5, Article 72).

Order of filing: should you get the IRC or the ERC first?

When a foreign investor sets up a new company to carry out a project, the law allows both sequences: obtain the IRC and then form the company, or form the company and then obtain the IRC (Clause 2, Article 19 of the Investment Law; Article 72 of Decree 96/2026/ND-CP). Neither applies where you only buy shares or a capital contribution in an existing company, because no IRC is issued in that case (Point c, Clause 2, Article 26). Either way, a project that needs an IRC must complete that procedure before the project is carried out (Clause 2, Article 29).

Steps in Route 1.

1. Check the sector against Annex I of Decree 96/2026/ND-CP and the market access conditions.
2. Declare online and file the IRC application with the investment registration authority within 10 working days of the declaration (Clause 1, Article 41), with documents establishing the right to use the project site (Point b, Clause 3, Article 39). In practice, before the company exists the site lease is usually signed by the investor, so plan for transferring it to the company later.
3. Receive the IRC after 5 or 10 working days depending on the project type.
4. File the company formation application with a copy of the IRC; receive the ERC after 3 working days.
5. From the ERC date the company carries out the project under the IRC. Amend the IRC if the main content changes.

Steps in Route 2.

1. Check market access conditions from the start, because they must be met when the company is formed.
2. File the company formation application, with the commitment to meet market access conditions in the application for enterprise registration; no copy of the IRC is needed.
3. After the ERC, the company starts the IRC procedure under investment law within 12 months of establishment, and the project's sector must match the registered lines of business.
4. Do not carry out the project, and do not add other investment and business lines, while waiting for the IRC.
5. Carry out the project only after the IRC is issued.

Article 72 does not state the consequence of passing 12 months without an IRC, and it does not list which activities count as "carrying out the project". Treat the 12 months as a hard deadline, diarise it as soon as the ERC arrives, and ask the competent authority first if you are unsure whether a preparatory step counts as carrying out the project.

Which route to choose? The law prefers neither. The table below is LexData's assessment based on the conditions of the two routes above and must be adapted to each file.

After the company is formed, do not forget to declare its beneficial owner information and track the 10-day duty to notify changes. See the services on company formation in Vietnam for foreign investors and amending the investment registration certificate.

How to get the investment registration certificate in Vietnam: procedure, times and issuing authority

The investor completes an online declaration on the National Investment Information System, then must file the application with the investment registration authority within 10 working days of the declaration; after that the declaration lapses (Clause 1, Article 41 of Decree 96/2026/ND-CP). Times depend on the type of project:

The 3- and 7-day limits in Article 56 apply to projects that do not need an amended investment policy approval; for the file and each step, see the IRC amendment procedure.

To be issued within 10 working days under Clause 3, Article 39, the project must meet all of these conditions: it is not in a prohibited sector, it has an identified site, it conforms to planning, it meets the investment-per-land-area and labour conditions where set, it meets market access conditions for foreign investors, and it meets technology conditions if it is subject to technology review (Points a to e, Clause 3, Article 39). The file contains the items in Clause 1, Article 32: a written request, documents on legal status, proof of financial capacity, a project proposal, documents on the right to use the site, the BCC contract if any, and other documents required by law.

Foreign-language documents must come with a Vietnamese translation (Article 5 of Decree 96/2026/ND-CP).

Issuing authority. Under Article 27 of the Investment Law 2025:

• The management board of an industrial park, export processing zone, high-tech zone or economic zone issues the IRC for projects inside the zone.
• The Department of Finance issues it for projects outside these zones.
• The investment registration authority where the investor places or plans to place its executive office issues it for projects in two or more provinces, projects both inside and outside zones, or projects in a zone with no management board.

A project that needs investment policy approval goes first to the competent level under Article 25 before the IRC is issued.

Does the investment registration certificate in Vietnam expire?

The IRC records the operating term of the project, not a validity period for the document. That term may not exceed 70 years inside an economic zone or 50 years outside one, apart from certain projects outside a zone that may run longer but not beyond 70 years (Clauses 1 and 2, Article 31). The investor may shorten or lengthen the term within those limits (Clause 4, Article 31) and may seek an extension at expiry (Clause 5).

Three situations commonly trigger an amendment or end to the IRC:

• A change to the main content of the project, such as its objectives, site, scale, capital or schedule, requires the IRC to be amended (Clause 2, Article 33). See amending the investment registration certificate.
• A project transfer: for a project that already has an IRC, this is done by amending the IRC (Clause 2, Article 34 of the Investment Law; Clause 11, Article 57 of Decree 96/2026). See transfer of an investment project in Vietnam.
• Termination of the project: the registration authority may end a project, for example when 24 months have passed since the schedule ended without the objectives being met, or the project has been suspended for 12 months and the investor cannot be reached (Points b and d, Clause 2, Article 36).

Common mistakes with the IRC

• Treating the IRC as a licence to trade. If the sector is conditional, a separate licence is still required.
• Starting the project before the IRC. Article 29 of the Investment Law and Clause 4, Article 72 of Decree 96/2026 both bar this for projects that need an IRC.
• Failing to amend the IRC after a change of site, capital increase or change of objectives, leaving the IRC out of line with reality.
• Letting the online declaration lapse. Filing more than 10 working days after the declaration means declaring again (Clause 1, Article 41 of Decree 96/2026).
• Confusing the IRC with registration of a capital contribution or share purchase. They are separate: a share purchase needs no IRC but may need registration under Clause 3, Article 21.
• Missing periodic reports. Investors and economic organisations carrying out projects must report quarterly and annually to the investment registration authority and the statistics office (Clauses 2 and 3, Article 47 of the Investment Law). In parallel, Decree 19/2026/ND-CP on investment supervision and evaluation requires investors in projects that use no state capital to file six-month and annual reports and a report before the project is adjusted (Clause 8, Article 94); see investment reporting obligations.

IRC checklist

1. Determine whether the project must obtain an IRC under Article 26.
2. Check the sector against Annex I of Decree 96/2026/ND-CP (23 sectors not yet open, 62 sectors with conditions).
3. Choose the sequence using the comparison above: IRC first or company first. If the company comes first, diarise the 12-month deadline, prepare the market access commitment and do not add other investment and business lines before the IRC is issued.
4. Prepare the file under Clause 1, Article 32, with Vietnamese translations of foreign documents.
5. Complete the online declaration and file within 10 working days.
6. After receiving the IRC, compare each entry with your actual plan; if wrong, ask for correction (Article 44).
7. Set reminders to amend the IRC whenever its main content changes, and for the quarterly and annual reports.