Amid Vietnam’s rapid economic growth and increasing integration into the global market, more foreign investors, including parent companies, are drawn to this promising nation for lucrative opportunities, leading to a surge in company formations in Vietnam, particularly over the last decade. Notably, Vietnam allows 100% foreign ownership in businesses in a wide range of business sectors, except for several business sectors that are limited from accessing market by percentage of foreign-owned shares. E.g., foreign investment in cinematographic activities is subject to specific restrictions under Vietnam’s Law on Cinematography (effective from January 1, 2023). For certain cooperation/investment structures in film production, distribution, and dissemination, the foreign investor’s capital may not exceed 51% of the charter capital (subject to the applicable form and conditions).
Foreign individuals and companies seeking to establish a presence in Vietnam must adhere to the country’s regulatory framework, which includes registering their investment project with Vietnamese authorities, such as the Department of Finance, and obtaining mandatory certificates and licenses, commonly including the investment registration certificate (IRC). These processes are vital to safeguarding investors’ rights and preventing fraudulent activities.
Apart from the essential investment registration certificate (IRC), foreign investors who establish an enterprise in Vietnam will generally also need a Vietnam Enterprise Registration Certificate (ERC) (for the enterprise itself), which is separate from the IRC (for the investment project).
Our team of incorporation experts is here to provide you with a straightforward guide on securing this crucial investment registration certificate (IRC) in Vietnam, covering aspects such as the legal status of the investor, capital contribution, financial support, and more to meet the demanding requirements and objectives of your investment project.
Vietnam investment registration certificate (IRC): What does it entail?
As stipulated by Article 3 of the 2020 Law on Investment, an Investment Registration Certificate (IRC) is an official record, either in paper or digital format, containing vital information regarding an investor’s engagement in an investment project. The IRC is issued by the competent investment registration authority, which may be the provincial Department of Finance or the management board of an industrial park/export processing zone/hi-tech park/economic zone, depending on where the project is located and the competent authority under the Law on Investment.
The Law on Enterprise and Law on Investment framework does not mean that every foreign investor must always obtain both an IRC and an ERC in all cases. In practice:
- If a foreign investor implements an investment project (including establishing a foreign-invested enterprise for that project), an IRC is commonly required for the project, and an ERC is required to establish the enterprise.
- If a foreign investor contributes capital/buys shares or capital contributions in an existing Vietnamese company, the requirement is often a registration/approval procedure for the capital contribution/share purchase under the investment rules, and an IRC may not be the right instrument unless it is tied to an investment project registration requirement. (The exact route depends on ownership percentage, sector, and market access conditions.)
In essence, foreign investors should plan for the IRC/ERC pathway when they are setting up a Vietnam company to implement a registered investment project. This is to ensure that the investor and the project meet legal conditions (including market access conditions for foreign investors), and to ensure the correct authority is approached (DOF or the relevant zone management board).
An in-depth look into the requirements and processes when applying for a Vietnam investment registration certificate.
Under Article 38 of the Law on Investment, timelines depend on the project type:
- For investment projects subject to investment policy approval (Articles 30–32), the investment registration authority grants the IRC within 5 working days after receiving the written approval of investment policy and investor (where an IRC is required).
- For other projects (including those not in the above category), the authority grants the IRC within 15 days after receiving the investor’s application for an IRC.
The IRC is granted where the statutory conditions are met (and, where applicable, the project is not prohibited and complies with relevant planning, land/location requirements, and market access conditions applicable to foreign investors).
Moreover, IRC applicants may need to provide additional documents relevant to their specific business sector and investment activities. It’s important to note that the approval of the IRC may take longer if the project requires clearance from higher-level government authorities. Understanding the procedures for foreign business registration can facilitate a smoother business setup process.
Practical notes on “market access conditions” and who issues the IRC
Vietnam’s Law on Investment introduces the concept of market access conditions applicable to foreign investors, meaning conditions foreign investors must satisfy to invest in sectors/trades where market access is restricted (for example, foreign ownership caps, required joint venture form, scope limitations, or other conditions). These conditions are assessed as part of the IRC process where the project falls into restricted sectors/trades.
Competent authority matters: if the project is located in an industrial park/export processing zone/hi-tech park/economic zone, the management board of that zone is generally the IRC-issuing authority; otherwise, the provincial DOF is typically competent. This affects where you file and how you follow up.
Tip: Before filing, confirm (i) the correct project location and land/site basis, (ii) whether the business line is subject to market access restrictions for foreign investors, and (iii) whether the project triggers investment policy approval—because policy approval changes both the required steps and the statutory processing timeline.
What foreigners should consider prior to applying for a Vietnam investment registration certificate?
1. Forms of investment which are made available to foreigners in Vietnam.
2. The particular business lines which are open for foreign investor to engage in due to the fact that each industry has different conditions and regulations
3. The trade and goods that are eligible to be produced and traded in Vietnam are due to the fact that each industry has different conditions and regulations.
4. You must strictly comply with capital contribution and charter capital adjustment obligations (where applicable). For example, under the Law on Enterprises, shareholders in a joint stock company must generally pay for subscribed shares within 90 days from the issuance date of the Enterprise Registration Certificate (subject to specific rules such as excluding certain time for in-kind contribution logistics/ownership transfer).
If capital contribution deadlines expire and the company fails to complete required procedures (such as registering charter capital adjustment and/or changes of founding shareholders as required), administrative penalties may apply. Vietnam’s Decree No. 122/2021/ND-CP provides fine ranges for relevant enterprise registration violations, including fines in the VND 30,000,000 to VND 50,000,000 range for certain failures to carry out required procedures after capital contribution deadlines expire (depending on the specific violation and facts).
Post-IRC compliance obligations investors often miss
After receiving the IRC, investors should treat it as a “living” compliance document tied to the project. Common ongoing obligations include:
- Implement the project in line with the registered schedule and key contents stated in the IRC (project code, objectives, location, capital, schedule). Material deviations may require amendment procedures with the investment registration authority.
- Maintain alignment with market access conditions (e.g., foreign ownership caps, required investment form) throughout the investment lifecycle, not only at the time of application.
- Enterprise-side follow-through: if you establish a company to implement the project, ensure the ERC stage is completed and that enterprise governance/charter capital compliance is maintained (including timely capital contribution and any required registrations/adjustments).
- Sectoral licensing reality: an IRC (and ERC) may not be the last step—conditional business lines can require additional sub-licenses/approvals before operations. Build these into your timeline and budget to avoid “paper compliance” where the company exists but cannot lawfully operate in its intended scope. (These requirements depend on the business line and should be checked against the competent regulator.)
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