Guide

IRC vs ERC in Vietnam: what each certificate does, and why neither lets you start trading

Foreign investors often treat the two certificates as a licence to operate. They are not. The ERC says the company exists. The IRC says the investment project is registered. A regulated activity still needs its own licence before it starts.

Legal status as of 18 September 2026. Based on the Vietnam Foreign Investment Navigator 2026.

The short answer

	IRC	ERC
Full name	Investment Registration Certificate (Giấy chứng nhận đăng ký đầu tư)	Enterprise Registration Certificate (Giấy chứng nhận đăng ký doanh nghiệp)
What it records	The investor, the project, its capital, location and schedule	The company: its charter, members or shareholders, legal representative
Who issues it	The investment registration authority: the provincial finance department, or the zone management board for projects inside zones	The provincial Business Registration Office
What it proves	The investment project is registered	The company exists. The enterprise code is also used as the tax code
What it does not do	It is not a company and not an operating licence	It does not by itself allow a regulated business to start

Which comes first?

Under the 2025 Investment Law, in force since 1 March 2026, two sequences are lawful for a new company: IRC first and then ERC, or, where legally available, ERC first and then IRC. Under the ERC-first sequence the IRC must be completed within 12 months, and the investment project may be implemented only after the IRC procedure is complete (Decree 96/2026/NĐ-CP). Many older guides show only the IRC-first order. Read more about the ERC-first option.

Some projects need a third, earlier decision: Investment Policy Approval. It is separate from both certificates and comes before the IRC. See route R2.

When there is no new IRC

Buying shares in a Vietnamese company does not automatically require a new IRC. What it may require is prior M&A registration, which is a different filing. See when M&A registration applies.
A representative office or branch of a foreign trader is licensed under commercial law. There is no IRC and no ERC. See representative office, branch or subsidiary.
A Vietnam company with foreign owners that invests further may follow domestic-investor procedures if it is outside the foreign-investor treatment threshold. See route R9.

What you still need before you operate

An investor may start a given business activity only when all of the following are in place for that activity:

the investment procedure is complete (IRC or approval, where required);
the company or other vehicle legally exists (ERC or equivalent);
capital has been contributed through the correct account and on schedule;
the premises may lawfully be used for the activity;
the construction, environmental and fire-safety steps that apply are complete;
every sector-specific licence for that activity has been issued;
tax, invoicing and employment registrations are done.

Use the go-live checklist to track each of these. If your activity is a conditional business line, the sector licence is usually the item that decides the start date.

Common mistakes

Treating the ERC as permission to operate.
Under ERC-first, implementing the project before the IRC is issued, or letting the 12-month deadline pass.
Drafting business lines too broadly (triggering restricted sectors) or too narrowly (blocking planned activities).
Forgetting that trading or retail may need a separate licence in addition to the IRC and ERC.

Check which of this applies to your own plan.

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General orientation only, not legal advice. Confirm your position with a lawyer licensed in Vietnam before acting.