Setting up the company before the IRC: Vietnam's 2026 ERC-first option

What changed

Under Investment Law No. 143/2025/QH15, a foreign investor may in certain cases establish the Vietnam company before obtaining the Investment Registration Certificate. Decree No. 96/2026/NĐ-CP sets two conditions: the IRC must be completed within 12 months of setting up the company, and the investment project may be implemented only after the IRC procedure is complete.

A published summary of the decree adds that, until the IRC is obtained, the company cannot amend its business registration to add investment or business activities.

Why an investor might choose it

The Navigator frames the choice as one to make with counsel, based on timing, banking and contracting needs: a company that exists early can be the party to leases and other contracts and can complete post-incorporation formalities such as the company seal, bank account and digital signature.

What it does not change

• The ERC still only proves that the company exists. It does not authorise any regulated activity.
• Market access is unchanged. A restricted sector changes the structure before anything is filed.
• Sector licences, premises, construction, environmental and fire-safety steps still apply. See the go-live checklist.
• Whether ERC-first is available for a project that needs Investment Policy Approval should be confirmed with counsel. See route R2.

A change is already on the way

Law No. 24/2026/QH16 amending the Investment Law takes effect on 1 March 2027. Any step not completed by then must be re-checked under the amended regime.