The IRC (Investment Registration Certificate) licenses a foreign investor’s project in Vietnam. The ERC (Enterprise Registration Certificate) creates the company that carries it out. A foreign investor setting up a new company needs both, in that order: 15 working days for the IRC and 3 for the ERC by law, from a complete file. When people search for a “Vietnam business license”, they usually mean one of these two, or sometimes a third licence for trading and retail. This guide explains what each certificate contains, who issues it now, how to apply, when you must amend it, and the route that avoids the IRC altogether.
Wisematch helps foreign companies enter Vietnam, from trade fairs to company formation. This page is part of our company formation Vietnam series and reflects the Law on Investment 2020, the Law on Enterprises 2020 and the government restructuring of 2025.
IRC And ERC In Plain Terms
Investment Registration Certificate
The IRC records the investment project: the investor’s name and nationality, the project’s objectives and scope, its location, the investment capital and how it is split between the investor’s own capital and loans, the project’s duration, the implementation schedule and any incentives. A foreign investor needs an IRC to set up a new company in Vietnam. Domestic investors, and in many cases foreign investors who buy into an existing company, do not.
Enterprise Registration Certificate
The ERC is the company’s birth certificate. It states the company name, enterprise code (which doubles as the tax code), head office address, charter capital, legal representative and owners. Every company in Vietnam has an ERC, foreign-owned or not. Information on the ERC is published on the National Business Registration Portal, which is where banks, partners and customers check you.
Why Two Certificates?
The law treats a foreign investment as a project that the state approves, and a company as a vehicle that anyone may register. The IRC is where the state looks at whether a foreign investor may do the proposed activity, in that place, with that capital. Once that is settled, the ERC is close to a formality. This is why almost all the difficulty, and almost all the waiting, sits in the IRC.
Who Issues The IRC And ERC In 2026
In 2025 the Ministry of Planning and Investment was merged into the Ministry of Finance, and the provincial Departments of Planning and Investment were merged into the provincial Departments of Finance. In October 2026, the practical position is:
| Project location | IRC issued by | ERC issued by |
|---|---|---|
| Outside industrial zones | Provincial Department of Finance | Business registration office of the provincial Department of Finance |
| Inside an industrial zone, export processing zone, hi-tech park or economic zone | The zone’s management board | Provincial Department of Finance |
| Projects needing investment policy approval | After approval by the National Assembly, Prime Minister or provincial People’s Committee | Provincial Department of Finance |
Older guides still name the Department of Planning and Investment. The forms and the logic are the same; the name on the stamp has changed.
How To Get An IRC In Vietnam
Documents For The IRC File
- Application for implementation of the investment project
- Investor’s identification: passport for an individual, certificate of incorporation for a company, legalised and translated
- Proof of financial capacity: the parent company’s audited financial statements for the last two years, a bank confirmation of balance, or a parent company commitment to provide funds
- Investment project proposal: objectives, scale, capital, location, timeline, labour needs, and an assessment of the project’s impact
- Document on the project location: lease agreement or memorandum of lease for the office or premises
- For technology transfer projects, the technology description
The project proposal is where files succeed or fail. It must describe activities using Vietnam’s economic sector codes and match them to market access commitments, and the capital must look sufficient for the plan. We write it in the language licensing officers use, because a proposal that reads like a sales pitch draws more questions.
Timeline
The statutory time is 15 working days from receipt of a complete and valid file. In practice we plan 15 to 45 working days. Questions from the officer pause the clock until you answer, and the most common questions concern business lines that touch restricted sectors, capital that looks low for the plan, and leases where the landlord’s paperwork is incomplete.
Legalisation Comes First
Vietnam is not a party to the Apostille Convention. Corporate documents from abroad must be legalised by the Vietnamese embassy or consulate, then translated and notarised in Vietnam. In our experience this is the step most likely to stretch a company formation timeline, so we ask clients to start it as soon as they decide to invest.
How To Get An ERC After The IRC
With the IRC in hand, the investor files for the ERC with the company’s charter, the list of members if there are several, identification of the legal representative and owners, and a copy of the IRC. The statutory time is three working days. We plan around five, plus publication on the National Business Registration Portal.
Three decisions are fixed in the ERC and are worth getting right:
Company Name
The Vietnamese name must not be identical or confusingly similar to an existing company’s name nationwide. An English name and abbreviation can be registered too. Check the portal before you print anything.
Legal Representative
At least one legal representative must reside in Vietnam. If the founder will travel often, appoint a second representative who lives in Vietnam, or every bank and tax step waits for the founder’s return.
Charter Capital
Charter capital is the amount the owners commit to contribute, within 90 days of the ERC, into the company’s direct investment capital account. It also decides the founder’s work permit and visa position: VND 3 billion or more brings work permit exemption for LLC owners and a DT3 investor visa. See our work permit Vietnam guide.
What Comes After The ERC
The certificates are not the end. Within the first weeks the company makes its seal, sets up its organisational e-ID account (required for online public services since 1 July 2025), opens a direct investment capital account at a bank, contributes capital within 90 days, registers e-invoices and starts monthly tax filings. If the company will retail goods or provide trade promotion, brokerage or e-commerce platform services, it then needs a business licence under Decree 342/2026/ND-CP. Our guide to the trading company in Vietnam covers that licence.
What People Mean By “Vietnam Business License”
The phrase is used for at least three different documents, and confusing them causes real mistakes.
| What people say | What it usually is | Who needs it |
|---|---|---|
| Business license | The ERC | Every company |
| Investment license | The IRC | Foreign investors setting up a new company |
| Business license (in the legal sense) | Licence under Decree 342/2026 for retail, trade promotion, brokerage and some other activities | Foreign-invested companies doing those activities |
| Retail outlet licence | Licence for each shop | Foreign-invested retailers |
| Sub-licences | Food safety, alcohol, cosmetics, import permits and others | Depending on the product |
A food importer, for example, needs the IRC and ERC to exist, then product registration or self-declaration and food safety conditions to sell, and the Decree 342 business licence only if it retails. Exhibitors at Vietfood Ho Chi Minh City 2027 ask this question more than any other once a distributor shows interest.
When You Must Amend The IRC Or ERC
| Change | IRC amendment | ERC amendment |
|---|---|---|
| Increase or reduce investment or charter capital | Yes | Yes |
| Add or remove business lines | Yes, if the project objectives change | Notify the business lines |
| Change of head office within the same province | Yes, if the project location changes | Yes |
| Change of legal representative | No | Yes |
| Change of company name | Update | Yes |
| Transfer of the project or ownership to another investor | Yes | Yes |
| Extension of the implementation schedule | Yes | No |
Amendments take a similar statutory time to the original certificate. The lesson for a new investor is to describe the scope and the location broadly enough at the start, within what the officer will accept, so that normal growth does not trigger a new filing every few months.
The Route Without An IRC, Buying Into A Vietnamese Company
A foreign investor can also enter by contributing capital to, or buying shares in, an existing Vietnamese company. In that case the investor does not need an IRC. Instead, the company registers the change of ownership, and in some cases the investor must first register the capital contribution with the Department of Finance. That registration is needed when the company operates in a sector with conditions for foreign investors, when foreign ownership will exceed 50%, or when the company holds land in sensitive areas such as border zones.
This route is sometimes faster, but it brings the target company’s history with it: tax, labour and contract liabilities do not disappear when you buy in. It works best when you are buying into a real partner, such as a distributor you met at a trade fair and have worked with. It is a poor shortcut if the only aim is to avoid the IRC, because the company still becomes foreign-invested and must open a direct investment capital account.
Investment Incentives Written Into The IRC
Tax and land incentives for a foreign-invested project are recorded in the IRC, so they must be raised in the application, not discovered later. Incentives depend on the sector (for example high technology, software, research, some agricultural processing), the location (areas with difficult socio-economic conditions, economic zones, many industrial zones) and the size of the project. The tools are lower corporate income tax rates for a period, tax holidays, import duty exemption on fixed assets, and land rent reductions.
For a small service or trading company in Ho Chi Minh City or Hanoi, incentives rarely apply. For a food processing plant, a packaging line or an agritech project, they can change the business case. The new Corporate Income Tax Law 67/2025/QH15 also gives small companies lower general rates from tax year 2025: 15% for annual revenue up to VND 3 billion and 17% for revenue over VND 3 billion up to VND 50 billion, against the standard 20%.
A Realistic Timeline For A Food Importer
The table shows how the certificates fit into a full set-up for a foreign food brand that wants its own importing company in Ho Chi Minh City. Durations are our planning figures, not statutory limits.
| Week | What happens | Who acts |
|---|---|---|
| 1 to 4 | Decide scope and capital, sign office memorandum, start legalising parent documents abroad | Investor, Wisematch |
| 4 to 6 | Translate and notarise in Vietnam, finalise investment proposal, file IRC | Wisematch, legal adviser |
| 6 to 12 | IRC review, answer questions, receive IRC | Department of Finance |
| 12 to 13 | File and receive ERC, publish on the portal, make seal | Wisematch |
| 13 to 15 | Organisational e-ID, open capital account, e-invoices, accountant | Legal representative, bank |
| 13 to 25 | Wire capital within 90 days of the ERC | Investor |
| 14 onward | Product registration or self-declaration, food safety conditions, labels, first import | Company, Wisematch |
Many clients use the waiting weeks productively: they exhibit at a trade fair, meet distributors and line up the first orders, so the company has revenue soon after the ERC. The next Hanoi edition of the main food show is Vietfood Hanoi 2026 in November.
Moving The Company To Another Province
A change of head office to another province is more than an ERC update. The investment project’s location changes, so the IRC must be amended, and the file moves from one province’s Department of Finance to another’s. Tax registration also moves to the new province, which means closing the tax position with the old tax office first. Plan several weeks. If you expect to operate in both Ho Chi Minh City and Hanoi, it is usually simpler to keep the head office in one city and register a branch or business location in the other.
Mistakes We See On IRC Files
Copying Business Lines From Another Company
Every activity listed must be checked against market access rules for the investor’s country. A line that is fine for a Japanese investor may be restricted for an investor from a country without the same treaty commitment.
Capital That Does Not Match The Plan
A plan with a warehouse, ten staff and imports, backed by a very small capital, will draw questions. So will a large capital with no plan to use it, because it must be wired within 90 days.
Signing A Lease That Licensing Cannot Use
Residential condominium apartments cannot be business offices. Landlords must be able to show title or the right to sublease.
Forgetting The Investment Reports
Foreign-invested companies file periodic investment reports. Missing them is a common source of fines in year one.
How Wisematch Helps With IRC And ERC
We prepare the investment proposal, check business lines against market access rules, coordinate legalisation abroad, file the IRC and ERC, and follow through to the bank account, capital contribution and any business licence. Our founder, Maximillien Quan Pham, works with a licensed legal adviser on every file. If you have not yet decided between a company and an office, read our guides on the representative office in Vietnam and on starting a business in Vietnam as a foreigner.
Frequently Asked Questions About The IRC And ERC
What Is An IRC In Vietnam?
The Investment Registration Certificate, which licenses a foreign investor’s project: who invests, how much, in what, where and for how long.
What Is An ERC In Vietnam?
The Enterprise Registration Certificate, which creates the company and gives it an enterprise code that is also its tax code.
How Long Does The IRC Take?
15 working days by law from a complete file. Plan 15 to 45 working days in practice.
How Long Does The ERC Take?
3 working days by law after the IRC. Plan about five, plus publication.
Who Issues The IRC Now?
The provincial Department of Finance, or the management board for projects inside industrial and economic zones.
Does Every Foreign Investor Need An IRC?
A foreign investor setting up a new company does. A foreign investor buying into an existing Vietnamese company usually does not, though some cases need prior registration of the capital contribution.
Is The ERC The Same As A Business License?
Many people call it that. Legally, the business licence for foreign-invested companies is a separate licence under Decree 342/2026/ND-CP for retail and some services.
Can I Change My Business Lines Later?
Yes, by amending the IRC and notifying the ERC changes. It takes time, so describe the scope carefully at the start.
