1. Check the project route
Review the investor, ownership, intended activities, market-access conditions, capital, project location and whether investment policy approval or another procedure may be required.
Investment Registration Certificate services in Vietnam
For foreign investors and foreign-invested companies that need an Investment Registration Certificate for a project in Vietnam, Duong Tri Law reviews whether the project requires an IRC, checks market-access and project conditions, prepares the application, follows the filing process and identifies the next legal steps after the IRC is issued.
Choose the correct investment procedure
Does your project need an IRC?
An Investment Registration Certificate records a specific investment project. It is separate from the Enterprise Registration Certificate (ERC) that registers the company. The first review establishes whether you need a new IRC, an amendment to an existing IRC, or a different investment procedure.
| Foreign investor starting a new project |
A foreign individual or overseas company generally needs an IRC for its investment project in Vietnam. We review the proposed activity, ownership, capital and location before preparing the application. |
|---|---|
| Vietnamese entity with foreign ownership |
Article 20(1) of the Investment Law sets out when an entity follows foreign-investor procedures, including specified direct or indirect holdings of more than 50% and the foreign-partner rule for partnerships. The ownership chain matters, not only the immediate shareholder. |
| Buying into an existing company |
A capital contribution or share acquisition does not itself require a new IRC. Prior acquisition registration, corporate changes or amendments to the target’s investment records may still be needed. See our capital contribution and share acquisition service. |
Domestic investors and entities outside Article 20(1) are generally outside mandatory IRC issuance, although voluntary issuance and investment policy approval may be relevant. An existing foreign-invested company can also undertake a new project without necessarily forming another company. We check the project and ownership facts before selecting the route.
2026 investment procedure
IRC first or ERC first?
An IRC records the investment project; an Enterprise Registration Certificate (ERC) records the legal registration of the company. For a project that requires an IRC, the sequence should be determined from the investor, intended activities, location, capital and project readiness rather than assuming that one sequence applies to every case.
| Route | When it may be considered | Important point |
|---|---|---|
| IRC → ERC | The project structure, objectives, capital, location and schedule are substantially defined and the investor wants to establish the project before registering the company. | The later ERC and corporate documents should remain consistent with the project structure and investment records. |
| ERC → IRC | The investor qualifies for the establishment-first route and there is a genuine need to establish the company before the IRC process is completed. | The applicable market-access conditions and the statutory IRC requirements must still be satisfied. An ERC does not by itself authorise implementation of an IRC-required project. |
Establishment-first qualification: under Article 72(4) of Decree 96/2026/NĐ-CP, a company established under the establishment-first route must complete the procedure to obtain its IRC within 12 months of establishment, for a project consistent with its registered business lines. For the establishment-first route under Article 72(1), it may add other business lines to its enterprise registration only after the IRC has been issued. The investment project may be carried out only after the relevant IRC issuance or amendment procedure is completed.
Check feasibility before filing
What conditions are reviewed for an IRC?
For an ordinary project outside investment policy approval, Article 39 of Decree 96/2026/NĐ-CP requires review of the following matters. Projects needing policy approval or a special procedure require a separate assessment.
- Permitted activities: the project must fall outside prohibited investment activities and comply with applicable investment treaties.
- Market access: check foreign ownership limits, permitted investment forms, activity scope, investor qualifications and applicable treaty commitments.
- Project premises: establish a lawful basis to use the location, such as suitable land documents or a lease agreement, and check that the intended use fits the premises.
- Planning: assess the project’s objectives and location against the applicable planning requirements.
- Local investment and employment criteria: check investment per land area and labour requirements where applicable.
- Technology: assess technology conditions where consultation is required under technology-transfer law.
Capital must support the plan. There is no single minimum investment figure suitable for every IRC application. Financial evidence and the funding schedule should support the proposed scale, premises, staffing and operating costs; sector-specific capital conditions may apply. Project investment capital and the company’s charter capital are distinct figures.
Service scope
What Duong Tri Law does for an IRC application
2. Review investor documents
Check legal status, signing authority, financial-capacity documents and the form in which foreign-issued documents can be used in Vietnam.
3. Prepare the IRC file
Prepare the application, project proposal and supporting explanations for the agreed investment structure.
4. File and follow up
Submit and monitor the application within the agreed engagement and coordinate responses to ordinary clarification or supplementation requests.
5. Review the result
Check the issued IRC against the approved project information and hand over the file used for the procedure.
6. Identify next steps
Map the next work on ERC, capital contribution, investment accounts, investment reports and sector-specific licences where relevant.
Agree the engagement before work starts. The IRC service covers the project review, application, agreed filing representation, ordinary follow-up and result handover. ERC incorporation or changes, IRC amendments, investment policy approval, land, environmental, technology and sector licences are separate work unless expressly included. Apostille or consular legalisation, translation, certification, courier costs and VAT are quoted separately where applicable. If the project structure changes or the authority raises matters outside the agreed scope, we discuss the additional work and fee with you.
Client inputs and application preparation
What documents are needed for an IRC application?
For an initial discussion, send the investor’s country, ownership structure, activities, expected capital, location and start date. Clear scans of documents already available are enough to identify gaps. We then provide a checklist for the individual or corporate investor and the selected project route.
| Document group | What you provide and what we prepare |
|---|---|
| Application and project proposal | You confirm the investor, objectives, scale, funding, location, term and schedule. We prepare the application and proposal for the agreed structure, including the required investor commitments. |
| Investor identity and authority | For an individual: a valid passport and consistent identity details. For a corporate investor: incorporation or equivalent legal-status documents, representative and signing-authority records, and investment or authorisation documents as relevant. |
| Financial capacity | Evidence appropriate to the investor and funding structure, such as the investor’s financial statements for the last two years, parent-company or financial-institution support commitments, a financial-capacity guarantee or other lawful evidence. We check whether the evidence supports the investment plan. |
| Project location | Documents supporting the right to use the premises or land, a proposed lease or equivalent lawful location evidence. We check the address, permitted use and consistency with the proposal. |
| Project-specific material | Technology explanations, environmental or land-related material, a business cooperation contract (BCC) or other sector documents where the selected route requires them. |
| Filing authority and representation | Authorisation documents and legal documents for the authorised party, plus explanations or supporting material needed for the particular application. |
The Apostille Convention entered into force for Vietnam on 11 September 2026. Whether a foreign-issued public document can use an Apostille depends on the issuing jurisdiction, the Convention’s operation between the relevant states and the document type. Consular legalisation or an exemption may apply instead. Translation and certification requirements are checked separately before you arrange documents abroad. See the HCCH accession notice.
Common reasons for further questions: inconsistent investor or representative names, unclear signing authority, funding that does not support the proposed scale, unsuitable premises, or document formalities that do not apply to the document in question. We review these points before submission.
Plan preparation, authority review and costs separately
How long does an IRC application take, and what does it cost?
Our planning estimate for a straightforward application is approximately 15–25 working days, subject to a clear project structure and documents that can be used in Vietnam. This is a service estimate, not a statutory guarantee. Matters requiring foreign-document preparation, substantial explanations or additional approvals may take approximately 25–40 working days or longer.
| Stage | Reference period | How the period is counted |
|---|---|---|
| Project review and route confirmation | About 2–5 working days | Once core investor, activity, capital and location information is available. |
| Application preparation | About 3–7 working days | Depends on usable documents and timely client confirmation. Overseas document issuance, Apostille/legalisation and translation may add time. |
| Authority review: ordinary project outside investment policy approval | 10 working days from receipt of a valid dossier | Article 39(3) of Decree 96/2026/NĐ-CP, where the project meets the conditions. This period does not include preparing or correcting an incomplete application. |
| Policy approval or another special route | Assessed separately | The ordinary IRC period is not the total timetable for obtaining preceding approvals. Electronic filing without a digital signature also requires paper comparison under the applicable procedure. |
| Cost | Reference amount | Scope and qualifications |
|---|---|---|
| Straightforward IRC application | Approximately VND 15–25 million | Professional fee for an agreed scope with a clear structure and usable investor and location documents. |
| More complex project | Approximately VND 25–40 million | Indicative professional fee where ownership, market access, foreign documents or substantial explanations require additional work; the engagement is defined after review. |
| State fee for ordinary IRC issuance | VND 0 | Separate from professional fees. Fees for other procedures are reviewed where applicable. |
| Other budget items | Quoted or charged separately as applicable | VAT; Apostille/legalisation; translation and certification; courier and out-of-area costs; and separate approval or licensing work. Project capital, premises and banking costs are not the IRC professional fee. |
We confirm the scope and fee after reviewing nationality, ownership, activities, capital, location and documents. You may request a quotation in USD. The current official procedure listing for Lao Cai records no state fee for this procedure. Check the current procedure and fee entry for your receiving authority when filing; this local listing is not a nationwide fee confirmation.
Deliverables
What you receive after the IRC procedure
Issued IRC
The Investment Registration Certificate, where the application is approved and the authority issues the certificate.
Application record
A record of the application and supporting explanations prepared within the agreed service scope.
Post-IRC checklist
A practical list of next steps that may include ERC work, capital contribution, investment accounts, reporting and operating licences.
The certificate is one step in the project
What needs to happen after the IRC is issued?
We hand over the application record and identify the next actions for your route. This checklist is guidance; implementing each additional procedure requires the relevant service scope to be agreed.
- Complete or align enterprise registration. Obtain the ERC where it is still required, or check that company and project records remain consistent. See foreign-invested company formation.
- Arrange the applicable investment account and capital contributions. Confirm the account type, payment route, contribution schedule and supporting bank records before transferring funds.
- Set up tax, invoices and accounting. Establish the relevant registrations and ongoing records. Our accounting and tax service has a separate scope.
- Maintain investment reporting. Identify the applicable project implementation and investment monitoring/evaluation reports, responsible staff and reporting calendar.
- Complete operating and personnel requirements. Obtain sector-specific licences and review work permits or work permit exemptions for foreign staff where required before the relevant activities begin.
- Review changes before implementation. Changes to investors, capital, objectives, scale, location, term or schedule may require IRC amendment or other approvals. Tell us about the proposed change so the applicable procedure can be checked.
Filing authority
Where is an IRC application filed?
The competent investment registration authority depends on the project location and structure. Projects in industrial parks, export processing zones, high-tech zones or economic zones are commonly handled by the relevant management board. Other projects are generally handled by the provincial Department of Finance or the competent investment registration authority under the current allocation of functions.
Projects spanning more than one provincial-level administrative unit require a separate check of the competent authority and executive-office arrangements.
We identify the receiving authority, prepare and upload the project data and documents, follow the applicable digital-signature or paper-comparison route, monitor requests for clarification and check the issued result. The submission method is confirmed for the selected authority and dossier; an online declaration alone is not completion of the application.
Examples already published by the firm
Examples of completed IRC matters
The following certificate images are the examples that Duong Tri Law publishes as permitted to share for investors from Hong Kong, China; Guangxi, China; China; and Switzerland. They illustrate completed matters; each new application is assessed on its own facts and approval is decided by the competent authority.
We focus on the investor’s legal status and authority, ownership chain, financial evidence, market access, premises and consistency between the project and company records. Share your country, activity and proposed structure to discuss whether relevant experience can be shared within confidentiality limits.
Legal framework
Key rules reviewed for IRC applications in 2026
- Investment Law 143/2025/QH15 — current statutory framework for investment procedures and foreign-investor market access.
- Decree 96/2026/NĐ-CP — detailed procedures, project conditions and implementation rules under the Investment Law.
The exact legal route must be confirmed against the project, investor and filing date. Sector rules, land, technology, environmental or other approvals may also apply.
Questions before engagement
IRC application questions from foreign investors
Can I incorporate the company before obtaining an IRC?
The establishment-first route is available under the current investment framework, subject to the relevant requirements. The enterprise application includes a market-access commitment. Under Article 72(4) of Decree 96/2026/NĐ-CP, the entity must obtain the IRC within 12 months of establishment and may add other business lines only after issuance. It may implement the project only after completing the relevant IRC issuance or amendment procedure.
Does buying shares in a Vietnamese company require a new IRC?
The acquisition itself is outside mandatory IRC issuance under Article 26(2)(c) of the Investment Law. Prior acquisition registration, enterprise registration changes or amendments to the target’s existing project may nevertheless be required. We review the target’s business lines, ownership before and after the deal, land position and investment records.
Is there a fixed minimum capital for every IRC application?
No single figure applies to all projects. Capital and financial evidence must support the proposed scale and implementation schedule. Some sectors have specific capital conditions. We distinguish total project investment from charter capital when reviewing the structure.
Does the VND 15–25 million reference fee include incorporation and foreign-document formalities?
The range is an indicative professional fee for a straightforward IRC application. It is not an all-inclusive company setup price. ERC work, VAT, Apostille/legalisation, translation, certification and other costs or procedures are included only where the written scope expressly says so.
Is the 10-working-day authority period the full service timeline?
No. It runs from receipt of a valid dossier for the ordinary route under Article 39. Gathering foreign documents, preparing the application, correcting an incomplete file, paper comparison where required, and other approvals can add time. The overall 15–25 working-day estimate is conditional on a straightforward, ready file.
What should I send before requesting a quotation?
Send the investor’s country and legal form, ownership chain, products or services, approximate project and charter capital, intended location and start date. Add clear scans of existing investor, financial and location documents. If a point is undecided, explain the options; we use the review to identify the route and proposed scope.
Related services
Continue with the right investment step
New foreign-invested company
Choose an investment route
Already have an IRC?
For project changes, review our IRC amendment service and tell us what needs to change so the applicable route can be reviewed. Send the proposed changes.
Start with a short project description
Discuss your IRC application
Send the investor’s country, proposed activities, ownership, approximate capital, project location and intended start date. If an item is not decided yet, say so — we use the first discussion to identify the route and documents needed for the proposed engagement.
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