Setting up a foreign-invested business involves both enterprise and investment requirements. Depending on the investment structure and project, investors may need an Enterprise Registration Certificate (ERC) and an Investment Registration Certificate (IRC). Under the rules effective from 2026, the sequence can vary, making it important to understand which approvals apply and when they are required.
This guide explains what an Investment Registration Certificate in Vietnam is, who needs one, the documents required and the process for obtaining an IRC under the current rules.
What is an Investment Registration Certificate (IRC) in Vietnam?
An Investment Registration Certificate (IRC) in Vietnam is an essential document issued by the Vietnamese government to foreign investors, available in both physical and electronic formats. This certificate serves as the official record of a registered investment project involving foreign direct investment (FDI). It details information about the investment, including the identity of the investors, the objectives of the investment, the project's duration, and the status of land use if applicable. The IRC Vietnam also outlines the total capital committed to the project, any investment incentives or assistance provided, and specific requirements related to the investment.
Under Vietnam’s Law on Investment 2025, the Investment Registration Certificate is a pivotal document that officially records the registered details of an investment project undertaken by foreign investors. It includes detailed information about the investment project, such as the investor's identity, the specifics of the company being established (including its name, structure, and charter capital), and comprehensive details of the project (including its name, location, objectives, scale, capital, and implementation schedule). It also includes documentation of the investor's legal status and financial capability, demonstrated through audited reports, bank statements, or financial guarantees.
To apply for a certificate of investment registration in Vietnam, foreign investors must submit various documents, including:
-
Investor Information: Details about the investor;
-
Company Information: Name, type, charter capital, and contribution ratio;
-
Project Information: Name, location, objectives, scale, capital and plan for capital mobilization, operational term, and implementation schedule;
-
Legal Documents: Proof of the investor’s legal status;
-
Financial Proof: Documents proving the financial capability of the investor, such as audit reports, bank statements, or financial guarantees;
-
Investment Proposal: Details on investor selection, objectives, scale, capital plan, location, duration, schedule, land use, labor needs, investment incentives, socio-economic impact, and preliminary environmental assessment;
-
Pre-feasibility Study: If required by construction law, this can substitute the investment proposal;
-
Location Rights: Documents verifying the right to use the land for the project.
-
BCC Contract: If applicable for certain types of investment projects;
-
Additional Documents: Any other documents relevant to the project or required by law.
For investment projects that are not subject to investment policy approval, the investment registration authority generally issues the IRC within 10 working days of receiving a valid application dossier, provided all applicable conditions are met.
Duration of Investment Registration Certificate (IRC) in Vietnam
The duration of an Investment Registration Certificate (IRC) in Vietnam corresponds to the operational timeframe of the investment project it covers. The Investment Certificate Authority determines this duration based on the project's goals, scale, location, and operational needs.
Under Article 31 of Vietnam’s Law on Investment 2025:
- Economic Zones: For projects located within an economic zone, the maximum duration is 70 years
- Non-Economic Zones: For projects outside of economic zones, the maximum duration is 50 years. However, projects situated in disadvantaged or extremely disadvantaged areas, or those involving large investments with a slow rate of capital recovery, can be granted a duration of up to 70 years
- Land Allocation Delays: If a project involves land allocated or leased by the State, any delays in land transfer will not count towards the project's duration or its execution schedule
The duration of an investment project starts from the date when the investor receives the decision on investor approval, the decision on approval for both investment guidelines and the investor or the issuance of the certificate of investment registration in Vietnam for the first time. For projects involving land allocated, leased, or repurposed by the State, the duration begins from the date the investor receives the decision on land allocation, leasing, or repurposing. If there are delays in transferring the land, the project duration starts from the date the land is actually transferred on-site.
Requirements and Process for Securing an Investment Registration Certificate (IRC) in Vietnam
Step 1: Register the Investment Registration Certificate
Authority to Issue the IRC Vietnam
- Industrial and Economic Zones: The management boards of industrial parks, export-processing zones, hi-tech zones, and economic zones handle IRCs for projects within these areas
- Projects Outside Specialised Zones: The provincial-level Department of Finance generally handles IRCs for investment projects outside industrial parks, export-processing zones, hi-tech parks and economic zones.
- Multiple Provinces or Mixed Locations: The Service of Planning and Investment in the province where the investor’s main office will be located handles projects that span multiple provinces or locations inside and outside special zones
Dossier for IRC Vietnam Application
- A written request for project execution
- Copy of ID or passport for individuals; Certificate of Establishment for organisations
- Detailed investment proposal including objectives, scale, capital, location, duration, and labour needs
- Financial documents: financial statements, commitments from parent companies or financial institutions, or guarantees of financial capacity
- Office lease agreement and proof of the lessor’s rights
- Land use demand and related documents if the project involves State land
- Explanation of technology use for projects with restricted technologies
- Business cooperation contract if applicable
Application Process
- Online Registration: Register the project on the National Foreign Investment Information System
- Submit Application: Submit the IRC application to the competent investment registration authority within 10 working days of making the online declaration.
- Track Application: An online account will be provided to monitor the application’s progress
- Receive IRC: If approved, the IRC Vietnam is issued and a project code is provided. If rejected, the authority will provide reasons in writing
Step 2: Register the Enterprise Registration Certificate
Required Dossier
- Application form for business registration
- Company charter
- List of members (for limited companies) or shareholders (for joint-stock companies)
- Certified copies of:
- ID cards or equivalent documents for individual members.
- Establishment decision, business registration certificate, or equivalent documents for organisational members, including consular legalisation for foreign organisations.
- The IRC Vietnam of foreign investors as per the Investment Law.
- Power of Attorney for authorised service providers.
Application Process
- Submit the application dossier through the National Enterprise Registration Portal
- Within 3-5 days, the business registration agency issues the Enterprise Registration Certificate
- Make a public announcement on the National Enterprise Registration Portal within 30 days of issuance
Step 3: Register the Business License for Conditional Business Lines
For businesses in regulated sectors, a separate business license is needed before commencing operations. Examples include:
- Retail Business: Foreign investors must obtain a business license to retail goods or establish retail outlets
- International Travel: Foreign investors can conduct international travel business by bringing foreign tourists to Vietnam
- Foreign Language Training: Approval from the Department of Education and Training is required, followed by obtaining an operation license
Components of an Investment Project Approval Application
An application for approval of an investment project in Vietnam comprises several essential components. Here's a concise overview of what is required:
- Application Form: This includes a commitment from the investor to bear all costs and risks if the project is not approved.
- Investor’s Legal Status: Documents that establish the legal identity of the investor.
- Financial Capacity Proof: At least one of the following documents:
- Financial statements for the past two years.
- The commitment of financial support from a parent company.
- Commitment of financial support from a financial institution.
- Guarantee of the investor’s financial capacity.
- Any other document proving financial capability.
- Investment Proposal: This should detail:
- Investor or method of selecting the investor.
- Investment objectives, scale, and capital.
- Plan for raising capital.
- Project location, duration, and schedule.
- Current land use status and proposed land use (if applicable).
- Labour needs.
- Proposed investment incentives.
- Socio-economic impact and preliminary environmental assessment.
- If required by construction law, a pre-feasibility study report may replace the investment proposal.
- Land Use Documentation: If the project does not require state-allocated or leased land, provide documents proving the right to use the project location.
- Technology Explanation: For projects requiring technology appraisal and feedback, provide a detailed technology explanation.
- BCC Contract: If the investment project is under a business cooperation contract, include this contract.
By adhering to these guidelines and preparing the necessary documentation meticulously, investors can streamline the process of securing an IRC in Vietnam, paving the way for successful and compliant business operations within the country.
Conclusion
For foreign investors, getting the IRC process right from the outset can help reduce delays, avoid rework and keep the wider business setup on track. With Vietnam’s 2026 investment rules now in place, the key is to understand which approvals apply, prepare the right documentation and follow the correct sequence for the project.
The process can vary depending on the investment structure, project location, sector and whether additional approvals are required. A clear view of these requirements early on can make the setup process more predictable and help investors plan timelines, capital commitments and next steps with greater confidence.
Ascentium Vietnam supports investors across IRC applications, enterprise registration and related compliance requirements, helping businesses move from initial planning to establishment with a clear and practical approach.
