Company Formation in Vietnam Step-by-step IRC & ERC Guide for Foreign Investors

Introduction Why Vietnam Now

Company formation in Vietnam has become one of the most compelling options for foreign investors seeking to establish a manufacturing, technology, or services foothold in Southeast Asia. The country’s combination of competitive labour costs, a growing domestic consumer market, and an expanding network of free-trade agreements continues to attract record levels of foreign direct investment. Vietnam’s government has signalled a clear intent to further streamline administrative procedures for FDI registration, and industry observers expect the ongoing reform agenda to make 2026 one of the most favourable windows yet for foreign-owned enterprise establishment.

This guide walks investors, in-house counsel, and founders through the two-stage registration process obtaining an Investment Registration Certificate (IRC) followed by an Enterprise Registration Certificate (ERC) with primary-law citations, practical timelines, document checklists, and conditional-sector guidance.

Investment Climate & Incentives

• Manufacturing and high-tech priority: Vietnam actively encourages FDI in advanced manufacturing, electronics, semiconductors, and green energy through preferential corporate income tax rates, land-use incentives, and streamlined licensing. The government’s official investor portal outlines priority sectors and applicable incentive regimes.
• Trade-agreement access: CPTPP, EVFTA, and RCEP provide tariff advantages for export-oriented operations established in Vietnam.
• Regulatory modernisation: Recent decree-level reforms including Decree 168/2025/NĐ-CP on enterprise registration signal continued efforts to cut processing times and digitise filings.
• Growing FDI pipeline: Industry observers note that Vietnam’s registered FDI capital has maintained upward momentum, reinforcing the country’s position as a leading alternative to other regional manufacturing hubs.

Who Should Use This Guide

This guide is designed for foreign investors, general counsels evaluating market-entry structures, and startup founders planning to set up a company in Vietnam. Whether you intend to establish a 100 %-foreign-owned limited liability company (LLC), a joint venture, or a joint stock company, the IRC-then-ERC process described below applies to most foreign-invested projects.

Overview IRC vs ERC: What Every Foreign Investor Must Know

Vietnam’s FDI registration framework requires foreign investors to complete two sequential steps. First, the investor obtains an Investment Registration Certificate, which grants permission to make an investment and specifies the project’s scope, capital, and duration. Second, the investor applies for an Enterprise Registration Certificate, which formally establishes the legal entity and authorises it to operate. This dual-certificate structure is established by the Law on Investment No. 61/2020/QH14 and the Law on Enterprises No. 59/2020/QH14 respectively.

Critically, the IRC is not a business licence it is permission to invest. The ERC is what creates the company as a legal person. Both must be secured before operations begin.

Process How to Set Up a Company in Vietnam (Step-by-Step: IRC Then ERC)

The Vietnam company registration process follows a mandatory sequence: secure the IRC first, then file for the ERC. Below are the six principal steps for company formation in Vietnam.

Step 1 Pre-Screening and Structure Decision

Before filing any application, the investor must resolve several foundational questions:

• Entity type: Most foreign investors choose a single-member or multi-member LLC or a joint stock company. Representative offices and branches are alternatives but cannot independently generate revenue from trading activities in the same way.
• Charter capital: There is no universal minimum (except in regulated sectors such as banking, insurance, and real estate). However, charter capital must be sufficient to execute the declared investment project and must be contributed within 90 days of ERC issuance.
• Business-line selection: Identify the correct Vietnam Industry Classification System (VSIC) codes. Incorrect code selection is one of the most common causes of delay.
• Conditional-sector check: Consult the list of conditional business lines under the Law on Investment to determine whether additional approvals, foreign-ownership caps, or specialist licences apply.

Step 2 Prepare the Investment Proposal and IRC Application

The IRC application is submitted to the DPI of the province where the project is located. Core requirements include:

• Investment registration form: Prescribed by the Ministry of Planning & Investment (MPI), the form captures project name, objectives, scale, duration, investment capital, and proposed location.
• Investor documentation: For corporate investors certificate of incorporation, audited financial statements, and board resolutions. For individual investors passport copy and proof of financial capacity.
• Investment proposal / feasibility study: Describes the project, economic analysis, technology transfer (if any), environmental impact assessment, and land-use requirements.
• Notarisation and legalisation: All foreign-language documents must be translated into Vietnamese by a certified translator. Originals typically require consular legalisation or apostille, depending on the investor’s home jurisdiction.

The MPI’s guidance portal provides additional detail on interagency coordination requirements and specific form references.

Step 3 Submission and Review of IRC

Once submitted, the DPI reviews the application and coordinates with relevant ministries and agencies. Key considerations:

• Standard review window: The Law on Investment provides for a response within 15 business days of receiving a complete dossier.
• Interagency consultation: For projects requiring national-security review, environmental assessment, or land allocation, the DPI circulates the file to the relevant ministry. This extends the timeline.
• Provincial vs central authority: Most projects are reviewed at provincial level. Projects above certain capital thresholds or in sensitive sectors may require National Assembly or Prime Ministerial approval.
• Public notice: Certain conditional-sector applications require a public-notice period before approval.

Step 4 Obtain the IRC

Upon approval, the DPI issues the IRC specifying the investment project’s scope, registered capital, duration (typically up to 50 years, extendable to 70 years in special cases), and any conditions. The IRC also records the project’s registered office address and any approved land-use or lease arrangements. The IRC is a prerequisite for the ERC application do not delay filing for the ERC once the IRC is in hand.

Step 5 File for Enterprise Registration Certificate (ERC)

With the IRC granted, the investor files an ERC application with the Business Registration Office. This is the step that formally creates the company as a legal person. Requirements include:

• Enterprise registration application form: Available on the National Business Registration Portal, which also supports electronic filing and digital signatures in many provinces.
• Company charter: Must comply with the Law on Enterprises and specify governance structure, capital contributions, member/shareholder rights, and dispute-resolution mechanisms.
• List of members or shareholders: Including identity documents and capital contribution commitments.
• Legal representative appointment: At least one legal representative must reside in Vietnam. If the sole legal representative leaves Vietnam, a proxy must be appointed in writing.
• Charter capital deposit: Members must contribute the full registered charter capital within 90 days of the ERC date.

The Business Registration Office typically processes ERC applications within 3 to 5 business days.

Step 6 Post-Registration Administrative Steps

After the ERC is issued, several ancillary registrations are required before the company can begin operations:

• Tax registration: The tax identification number is now assigned concurrently with the ERC in most cases. The company must register for value-added tax (VAT) and corporate income tax (CIT) with the local tax office, typically within 10 business days.
• Company seal: Under current law, companies may design their own seal. The seal sample must be notified to the Business Registration Office before use.
• Bank account: Open a capital account (for charter capital receipt) and a transaction account at a licensed Vietnamese bank.
• Social insurance registration: Register with the Vietnam Social Security (VSS) office within 30 days of commencing employment.
• Conditional-sector licences: If the company’s business lines require sub-licences (e.g., food safety, fire prevention, environmental permits), these must be obtained before the relevant activities commence.
• Import-export code: If the company intends to engage in international trade, register for a customs code with the General Department of Vietnam Customs.

Key Requirements & Documents

Core Documents for IRC

• Investment registration application form (MPI-prescribed template)
• Investor’s certificate of incorporation (or passport for individual investors) consular legalisation or apostille required
• Audited financial statements of the investor (typically last two fiscal years)
• Board resolution or shareholder approval authorising the Vietnam investment
• Investment proposal or feasibility study including environmental impact assessment where applicable
• Proof of registered office address (lease agreement or land-use right certificate)
• Certified Vietnamese translations of all foreign-language documents

Digital submission is increasingly available through provincial DPI portals; however, hard-copy originals are still required in many provinces. Confirm requirements with the relevant DPI.

Core Documents for ERC

• Enterprise registration application form (available on the National Business Registration Portal)
• Company charter compliant with the Law on Enterprises
• List of members/shareholders with passport copies and capital-contribution schedules
• Legal representative appointment letter and identity documents
• IRC copy (certified)

Electronic signatures and digital filing are supported in many jurisdictions through the National Business Registration Portal.

Additional Documents for Conditional Sectors

• Environmental impact assessment approval (for manufacturing, mining, large-scale projects)
• Land-use or lease agreements with confirmation from the provincial People’s Committee
• Special licence applications (banking, insurance, telecom, education, healthcare)
• Fire safety and construction permits where the project involves facility construction or renovation

Timeline, Typical Fees & Professional Costs

Typical Official Timelines

The timeline for company formation in Vietnam depends on whether the business activities fall within conditional sectors and whether the application dossier is complete on first submission.

Typical Government Fees vs Professional Fees

Government filing fees for the IRC and ERC are nominal. Professional costs including legal counsel, document legalisation, certified translations, and registered-office arrangements represent the majority of the budget. The following ranges are estimates; always confirm with local counsel.

Note: These are indicative estimates for standard, non-conditional-sector formations. Complex projects with land allocation, environmental approvals, or multi-sector licensing will incur significantly higher costs.

For a more detailed breakdown, see the Cost & timeline estimator for foreign company registration in Vietnam (downloadable tool).

Conditional Sectors Approvals, Restrictions and Common Pitfalls

Commonly Conditional Activities

The Law on Investment identifies hundreds of conditional business lines. Foreign investors most frequently encounter restrictions in the following areas:

• Banking and financial services: Requires State Bank of Vietnam approval; foreign-ownership caps apply.
• Telecommunications: Foreign ownership limited to 49 % for basic telecom services; additional licensing from the Ministry of Information and Communications.
• Education and training: Requires Ministry of Education approval; foreign-ownership structures are subject to specific regulations.
• Healthcare and pharmaceuticals: Licensing from the Ministry of Health; facility permits required.
• Real estate: Foreign-invested enterprises may engage in real estate business but face ownership and land-use-right restrictions.
• Defence and security-related activities: Generally restricted or prohibited for foreign investors.
• Manufacturing involving hazardous materials: Environmental impact assessment and Ministry of Natural Resources and Environment clearance required.

How Approvals Change Process and Timeline

When a project involves conditional activities, the IRC review stage expands. The DPI must consult relevant line ministries, and additional documentation (licences, permits, environmental reports) must be submitted. As indicated in the timeline table above, this can extend the IRC phase to 45–90 or more business days. In some cases particularly projects requiring National Assembly approval the process may take considerably longer.

Common Pitfalls

• Incorrect VSIC code selection: Choosing a code that inadvertently triggers conditional-sector requirements or fails to cover the intended activities is a frequent and costly error.
• Insufficient charter capital: While there is no general statutory minimum, capital must be credible relative to the declared project. Unrealistically low capital declarations invite DPI scrutiny.
• Missed sub-licences: Obtaining the IRC and ERC does not eliminate the need for activity-specific permits. Operating without required sub-licences exposes the company to fines and potential revocation.

For a deeper analysis, see Conditional sectors in Vietnam: approvals & timelines.

Post-Incorporation Compliance Checklist

Once the ERC is issued, the foreign-owned company in Vietnam must complete the following ongoing compliance obligations:

• Tax registration and filing: Register for VAT and CIT. File monthly or quarterly VAT returns and annual CIT returns. The fiscal year is generally the calendar year unless otherwise approved by the tax authority.
• Payroll and social insurance: Register employees with VSS. Employer contributions include social insurance, health insurance, and unemployment insurance.
• Accounting and bookkeeping: Maintain Vietnamese-language accounting books in accordance with Vietnam Accounting Standards (VAS). Appoint a chief accountant or engage an outsourced service.
• Annual financial statements: Prepare and submit audited financial statements within 90 days of the fiscal year-end. Foreign-invested enterprises are generally subject to mandatory audit.
• Statutory reporting: File annual enterprise reports with the Business Registration Office and any sector-specific reports required by line ministries.
• Transfer pricing documentation: Enterprises with related-party transactions must prepare and file transfer-pricing documentation annually.
• Foreign-exchange compliance: Monitor compliance with State Bank regulations on capital accounts, loan registration, and profit remittance.

For a comprehensive post-formation compliance resource, see Vietnam FDI compliance & post‑incorporation checklist.

IRC vs ERC Quick Comparison

How Global Law Experts Supports Investors

Global Law Experts connects foreign investors with experienced, locally admitted counsel across Vietnam’s key economic centres Ho Chi Minh City, Hanoi, Da Nang, and provincial industrial zones. Through the GLE network, investors benefit from:

• Structure advisory: Entity-type selection, charter capital planning, and VSIC code mapping tailored to the investor’s commercial objectives.
• End-to-end filing: Local counsel prepares and submits IRC and ERC dossiers, manages interagency consultation, and tracks approvals through to completion.
• Conditional-sector clearance: For regulated industries, GLE-affiliated counsel coordinates with line ministries, prepares sub-licence applications, and navigates foreign-ownership restrictions.
• Document review and legalisation: Certified translations, apostille/consular legalisation, and notarial services for all foreign-source documents.
• Post-incorporation support: Tax registration, payroll setup, accounting-firm engagement, and ongoing compliance monitoring.

GLE’s coordination model means a single point of contact for the investor, with all local filings handled by in-country specialists who understand the DPI’s procedural expectations.

Resources & Next Steps

Investors preparing for company formation in Vietnam should consider the following resources to streamline their planning and compliance:

• Process-flow infographic: A visual workflow showing the IRC → ERC → post-registration sequence (available for download see content attachment below).
• Client-ready document checklist: A downloadable PDF mirroring the key requirements and documents section of this guide.
• FDI incentives by sector (2026 updates): A detailed analysis of available tax and land incentives for priority sectors.
• Vietnam tax & payroll for foreign companies: Guidance on CIT, VAT, payroll obligations, and social-insurance registration.
• GLE network in-country counsel & case studies: Learn how GLE’s in-country counsel supports investors from initial structure advisory through to post-incorporation compliance.

Appendix Case Studies from the GLE Network

Case Study 1 European Electronics Manufacturer (Ho Chi Minh City)

Scenario: A mid-size European electronics company sought to establish a 100 %-foreign-owned manufacturing LLC in the Saigon Hi-Tech Park. Challenge: The project required environmental impact assessment approval and coordination with the zone management board, adding complexity to the standard IRC process. Outcome: GLE-affiliated counsel prepared a compliant EIA report, managed parallel DPI and zone-authority filings, and secured the IRC within 25 business days. The ERC followed within 4 business days. Total formation timeline: approximately 7 weeks, including tax registration and bank-account opening.

Case Study 2 Southeast Asian Fintech Joint Venture (Hanoi)

Scenario: A Singapore-based fintech company entered a joint venture with a Vietnamese partner to provide digital payment solutions. Challenge: Payment services are a conditional sector requiring State Bank of Vietnam approval and a foreign-ownership cap analysis. Outcome: GLE local counsel structured the JV to comply with ownership limits, prepared the State Bank licence application concurrently with the IRC filing, and coordinated interagency responses. The IRC was issued in 42 business days; the ERC followed in 3 business days. The sub-licence was obtained within a further 60 days, enabling the JV to launch within five months of the initial engagement.

Case Study 3 North American Food & Beverage Company (Da Nang)

Scenario: A North American food company planned to set up a company in Vietnam for production and domestic distribution. Challenge: The company required food-safety certification, fire-prevention approval for its production facility, and rapid establishment to meet a supply-chain commitment. Outcome: By pre-preparing all legalised documents and conducting a DPI pre-screening meeting, GLE counsel achieved IRC issuance in 16 business days. The ERC was granted in 3 business days, and food-safety and fire-prevention permits were obtained in parallel over the following 4 weeks. Total time from engagement to operational readiness: under 8 weeks.

Sources

• Law on Investment No. 61/2020/QH14 Ministry of Justice, National Legal Database (VBPL)
• Law on Enterprises No. 59/2020/QH14 Ministry of Industry and Trade
• Ministry of Planning & Investment Guidance on IRC/ERC Coordination
• National Business Registration Portal General Department of Business Registration
• Decree 168/2025/NĐ-CP on Enterprise Registration Thu Vien Phap Luat (Legal Library)
• InvestVietnam General Information on Investment Regulations Ministry of Planning & Investment
• Circular 95/2016/TT-BTC on Tax Registration Ministry of Finance