When this route applies
- A foreign investor sets up a new company in Vietnam (wholly foreign-owned or a joint venture) to carry out a new investment project.
- The project does NOT fall into a category that needs Investment Policy Approval (if it does, use R2 or R3).
- The investor has not elected the special investment procedure. If the site is in an eligible zone and the project is outside the excluded categories, compare with R4.
- Two sequences exist under the 2025 Investment Law regime (effective 1 March 2026): Sequence 1: IRC → ERC, or Sequence 2: ERC → IRC, where legally available. Under Sequence 2 the company must complete the IRC within 12 months, and the investment project may be implemented only after the IRC procedure is complete (Decree 96/2026/NĐ-CP). Many older FDI guides show only IRC → ERC.
Step-by-step roadmap
Market-access check
- Authority
- No filing: internal analysis
- Investor action
- Describe the business precisely; map it to Vietnamese business lines; confirm ownership cap, conditions and treaty basis
- Documents
- Business description; group structure chart
- Dependency
- None
- Output
- Go / no-go on sector and structure
- Can next step start?
- Yes
- Critical issue
- A restricted sector changes the structure before anything is filed. See MARKET ACCESS.
Project and location review
- Authority
- Informal consultation with Investment registration authority / Zone Management Board
- Investor action
- Confirm site, zoning fit, capital, schedule; test whether Investment Policy Approval or the Special Investment Procedure is triggered
- Documents
- Project outline; MOU or in-principle lease
- Dependency
- Step 1
- Output
- Confirmed route (R1 vs R2 / R3 / R4)
- Can next step start?
- Yes
- Critical issue
- If Investment Policy Approval is triggered, stop and move to R2 / R3.
Choose the sequence: IRC → ERC or ERC → IRC
- Authority
- No filing: internal analysis
- Investor action
- Decide with counsel which sequence suits timing, banking and contracting needs
- Dependency
- Step 2
- Output
- Sequence decision recorded
- Can next step start?
- Yes
- Critical issue
- ERC-first gives a company early, but the project still cannot be implemented until the IRC procedure is complete. The IRC must follow within 12 months (Decree 96/2026/NĐ-CP).
IRC application (investment project registration)
- Authority
- Investment registration authority
- Investor action
- Sign and file the dossier
- Documents
- Application form; project proposal; legalised investor documents; evidence of financial capacity; site documents; technology explanation where required
- Dependency
- Steps 1-2 (and Step 5 if ERC-first)
- Output
- IRC
- Can next step start?
- Sequence 1: yes → ERC. Sequence 2: this step follows the ERC
- Critical issue
- Project description must match the market-access position. Inconsistency is the most common cause of delay.
ERC application (company incorporation)
- Authority
- Business Registration Office
- Investor action
- Approve charter; appoint legal representative; file
- Documents
- Application; charter; list of members / shareholders; legalised investor documents; ID of legal representative; beneficial owner information; IRC copy if IRC-first
- Dependency
- Step 3 (and Step 4 if IRC-first)
- Output
- ERC (enterprise code, also used as tax code)
- Can next step start?
- Yes
- Critical issue
- ERC = the company exists. It does not authorise any regulated activity.
Post-incorporation formalities
- Authority
- Business Registration Office; bank; service providers
- Investor action
- Company seal; operating bank account; digital signature; initial corporate records
- Documents
- ERC; internal resolutions
- Dependency
- Step 5
- Output
- Company able to contract and bank
- Can next step start?
- Yes
- Critical issue
- At least one legal representative must reside in Vietnam (confirm current rule with counsel).
Open capital account and contribute capital
- Authority
- Licensed bank in Vietnam (State Bank of Vietnam rules)
- Investor action
- Open a Direct Investment Capital Account (DICA); remit charter capital within the statutory period
- Documents
- ERC; IRC; bank KYC documents
- Dependency
- Steps 4-5
- Output
- Capital contributed and recorded
- Can next step start?
- Yes
- Critical issue
- Money sent to the wrong account, or late, is difficult to regularise. See FX & CAPITAL.
Secure premises
- Authority
- Landlord / industrial park developer
- Investor action
- Sign the definitive lease; check the landlord's right to lease and the permitted use
- Documents
- Lease; landlord's title and zoning documents
- Dependency
- Step 5
- Output
- Valid right to use premises
- Can next step start?
- Yes
- Critical issue
- The premises must be lawful for the intended use. See LAND & PREMISES.
Construction / environment / fire steps (if any)
- Authority
- Construction, environment and fire-safety authorities
- Investor action
- Complete the steps that apply to the works and the activity
- Documents
- See CONSTRUCTION, ENV, FIRE
- Dependency
- Step 8
- Output
- Permits / acceptance documents
- Can next step start?
- Partly: some steps run in parallel
- Critical issue
- Fit-out of leased premises can also trigger fire-safety steps.
Sector licences
- Authority
- Sector regulator
- Investor action
- Apply for each licence needed for the actual activity
- Documents
- See SECTOR LICENCES
- Dependency
- ERC (and IRC)
- Output
- Licence(s) issued
- Can next step start?
- No: the regulated activity cannot start before the licence
- Critical issue
- Conditional business lines: Case-specific legal review required.
Operational registrations
- Authority
- Tax, social insurance, labour and customs authorities
- Investor action
- Tax setup, e-invoice, accounting regime, labour and social insurance registration, work permits
- Documents
- See TAX, EMPLOYMENT and DATA sheets
- Dependency
- ERC
- Output
- Company operationally compliant
- Can next step start?
- Yes
- Critical issue
- Work permits take planning: start early.
Go-live
- Investor action
- Complete the GO-LIVE CHECKLIST
- Dependency
- All above
- Output
- READY TO OPERATE
- Critical issue
- Do not invoice or trade before the checklist shows READY.
Required approvals
| Approval / registration | Position on this route | Authority |
|---|---|---|
| IRC | Required for the foreign investor's project | Investment registration authority |
| ERC | Required: creates the company | Business Registration Office |
| Investment Policy Approval | Not required on this route (if required → R2 / R3) | Confirm with counsel |
| M&A registration | Not applicable (no acquisition) | Confirm with counsel |
| Sector licences | Depends on the activity. Case-specific legal review required. | Sector regulator |
Document checklist
Typical: the authority may ask for more.
- Legalised and translated incorporation documents / passport of the investor
- Evidence of financial capacity (audited financial statements, bank confirmation or parent support (confirm accepted forms with counsel))
- Investment project proposal (objectives, scale, capital, location, schedule, labour, technology)
- Site documents (MOU, lease in principle, landlord's title documents)
- Company charter; list of members / shareholders; details of legal representative(s)
- Beneficial owner information
- Power of attorney to the filing agent (legalised where signed abroad)
Critical risks
- Treating the ERC as permission to operate.
- Under ERC-first, implementing the project before the IRC is issued, or letting the 12-month IRC deadline pass.
- Business lines drafted too broadly (triggering restricted sectors) or too narrowly (blocking planned activities).
- Late or mis-routed capital contribution.
- Premises that cannot lawfully host the activity (zoning, fire safety, landlord's title).
When the investor may legally start operations
The investor may start a given business activity only when ALL of the following are in place for that activity: (1) the investment procedure is complete (IRC / approval, where required); (2) the company or other vehicle legally exists (ERC or equivalent); (3) capital has been contributed through the correct account and on schedule; (4) the premises may lawfully be used for the activity; (5) construction, environmental and fire-safety steps that apply are complete; (6) every sector-specific licence for that activity has been issued; and (7) tax, invoicing and employment registrations are done. Use the GO-LIVE CHECKLIST to confirm.
Common mistakes
- Assuming 100% foreign ownership is allowed without checking the sector.
- Using unlegalised foreign documents.
- Fixing the charter capital without a funding plan that meets the statutory contribution period.
- Forgetting that a trading / retail activity may need a separate licence in addition to the IRC and ERC.
- Hiring foreign staff before work permits or exemptions are arranged.
Statutory time limits are not shown on this page. Confirm the current period and its legal basis with counsel: practical timing is usually longer than the statutory period. Legal status reviewed as of 18 September 2026.