IRC or ERC First? Setting Up a Company Before the IRC in Vietnam in 2026

Yes. Since 1 March 2026, a foreign investor in Vietnam may set up a company before the IRC (Investment Registration Certificate) and apply for the certificate afterwards. Clause 2, Article 19 of the Law on Investment No. 143/2025/QH15 allows this, provided the investor meets the market access conditions for foreign investors when the company is registered. Decree No. 96/2026/ND-CP then gives the new company 12 months from its establishment to obtain the IRC for a project that matches its business lines, and it may only carry out the project once the IRC is issued.

This guide explains what changed, who can use the company-first route, what a company before the IRC can and cannot do, how the 12-month deadline works, the steps in order and the mistakes worth avoiding. It reflects the law as of 29 October 2026 and is written for investors and regional teams planning a new entity in Ho Chi Minh City, Hanoi or elsewhere in Vietnam.

What changed in 2026

Under the Law on Investment 2020, a foreign investor setting up a new company in Vietnam generally obtained the IRC for the project first and only then registered the company. The certificate came first because the project defined what the company was allowed to do.

The Law on Investment No. 143/2025/QH15, passed on 11 December 2025, took effect on 1 March 2026 and replaced the 2020 law (Article 51). Its Article 19 keeps the two routes open. A foreign investor may still apply for the IRC first. It may also register the company first, under the Law on Enterprises, and complete the investment procedure afterwards. Decree No. 96/2026/ND-CP, issued on 31 March 2026 and in force from that date, sets out how the second route works in Article 72.

For investors, the practical change is timing. The legal entity, its enterprise registration certificate (ERC) and its tax code can exist while the project file is still being prepared. The project itself still needs the IRC.

The legal basis in one table

The rules for a company before the IRC are short, and most of them sit in two articles. The table lists the provisions this guide relies on.

Point	Rule	Basis
Company-first route	A foreign investor may set up an economic organisation to carry out an investment project before the procedure to issue or adjust the IRC, and must meet the market access conditions for foreign investors when registering it	Clause 2, Article 19, Law on Investment No. 143/2025/QH15
Projects that need an IRC	Investment projects of foreign investors, and of companies with more than 50% foreign ownership described in Clause 1, Article 20	Clause 1, Article 26, Law on Investment
How the company is formed	Under the Law on Enterprises; the enterprise registration application includes a commitment to meet the market access conditions for foreign investors	Clauses 1 and 3, Article 72, Decree No. 96/2026/ND-CP
12-month deadline	Within 12 months of its establishment, the company must complete the procedure to obtain an IRC for a project that matches its business lines	Clause 4, Article 72, Decree No. 96/2026/ND-CP
Before the IRC	The company may carry out the project only after the IRC is issued, and may add other business lines only after the IRC is issued	Clause 4, Article 72, Decree No. 96/2026/ND-CP
Charter capital	The charter capital need not equal the project’s investment capital; capital is contributed and raised on the schedule in the IRC	Clause 5, Article 72, Decree No. 96/2026/ND-CP
IRC processing time	10 working days from receipt of a valid file, for projects that do not require investment policy approval and meet the listed conditions	Clause 3, Article 39, Decree No. 96/2026/ND-CP
Effective dates	Law from 1 March 2026; Decree from 31 March 2026 (Articles 11 and 12 from 1 July 2026)	Article 51, Law on Investment; Article 111, Decree No. 96/2026/ND-CP

Clause 4 of Article 72 is the provision most guides skip. It sets the deadline, but it also limits what the company can change in its registration until the IRC is issued.

Who can set up a company before the IRC

The route is open to foreign investors, both organisations and individuals, setting up a new economic organisation in Vietnam. The condition is market access. Article 8 of the Law on Investment lets foreign investors enter on the same terms as Vietnamese investors, except in the business lines on the Government’s list of restricted lines, which has two parts: lines not yet open to foreign investors, and lines open subject to conditions.

A company before the IRC must meet those conditions at the moment it is registered, not later. Decree No. 96/2026/ND-CP requires the enterprise registration application to include a commitment that the investor meets them. In our professional view, an investor whose business lines include anything on the conditional list should treat the company-first route with care: the commitment is given before any authority has reviewed the project, and a mistake in the market access check is harder to correct once the company exists.

Companies that are already foreign-invested follow a separate rule. Under Clause 1, Article 20 of the Law on Investment, a company in which foreign investors hold more than 50% of the charter capital follows the conditions and procedures for foreign investors when it invests in other projects. This guide covers a new company set up by a foreign investor.

What a company before the IRC can and cannot do

Once registered, the company is a legal entity under the Law on Enterprises. In practice, it receives its enterprise code, which also serves as its tax code, and it can deal with matters that do not depend on the project, such as opening a bank account, signing a lease for the project site or preparing the IRC file. Whether a specific transaction is permitted before the IRC should be checked case by case, because the law gives a firm limit on only two points.

Question	Before the IRC	After the IRC
Carry out the investment project	No	Yes, as stated in the IRC
Add other business lines to the enterprise registration	No	Yes, in line with market access conditions
Open branches, representative offices or business locations without a new project	Not provided for before the IRC	Yes, under Clause 2, Article 73, Decree No. 96/2026/ND-CP
Charter capital must equal project capital	No	No; capital follows the schedule in the IRC

The Decree links capital to the project schedule in the IRC, while the Law on Enterprises sets its own deadline for contributing charter capital, generally 90 days from the ERC. How the two deadlines and the bank account used for capital fit together for a company before the IRC is a point to confirm with your adviser before money is transferred.

The 12-month deadline for a company before the IRC

The 12 months run from the date the company is established, which is the date of its enterprise registration. Within that period the company must complete the procedure to be issued an IRC for a project that matches its registered business lines.

Article 72 does not say what happens if the deadline passes without an IRC. This guide does not speculate on that consequence; investors should obtain legal advice on their own case. What the Decree does make clear is that, until the IRC is issued, the company cannot carry out the project and cannot widen its business lines, so a company before the IRC that misses the deadline remains limited in what it can do.

In our professional view, the deadline is best treated as a project plan rather than a legal formality. The IRC file needs a site, a project proposal and documents that prove the investor’s legal status and financial capacity. Starting that file in the first month, not the tenth, leaves time for requests for further documents.

Step by step: the company-first route

The table shows the order of steps for a company before the IRC. Timings are given only where the Decree states them.

Step	What happens	Basis or timing
1. Market access check	Confirm that every intended business line is open to foreign investors, and list any conditions	Article 8, Law on Investment; the Government’s list of restricted lines
2. Enterprise registration	Register the company under the Law on Enterprises, including the market access commitment	Clauses 1 and 3, Article 72, Decree No. 96/2026/ND-CP
3. Post-registration set-up	Seal, bank account, tax registration details, digital signature and e-invoices	Law on Enterprises and tax rules; timing depends on the company
4. Capital contribution	Contribute charter capital as registered	Generally 90 days from the ERC under the Law on Enterprises; confirm the account to use
5. Prepare the IRC file	Project proposal, investor documents, financial capacity and a document showing the right to use the site	Article 32 and Clause 3, Article 39, Decree No. 96/2026/ND-CP
6. Apply for the IRC	File with the investment registration authority, the Department of Finance of the province in most cases	10 working days from a valid file for projects without investment policy approval (Clause 3, Article 39)
7. Carry out the project	Start the project and contribute capital on the schedule in the IRC	Clauses 4 and 5, Article 72, Decree No. 96/2026/ND-CP
8. Add business lines if needed	Amend the enterprise registration	Only after the IRC (Clause 4, Article 72; Clause 1, Article 73)

All of steps 1 to 6 must fit inside the 12 months. Steps 5 and 6 are where most of the time goes, so many investors prepare the IRC file in parallel with step 2.

IRC first or company first

Neither route is better in every case. The comparison below sets out the differences that usually decide the choice.

Aspect	IRC first	Company first
First document issued	IRC for the project	ERC for the company
Market access	Reviewed with the project file	Committed by the investor at enterprise registration
Legal entity before the project is approved	No	Yes
Deadline after the first step	No 12-month rule	IRC within 12 months of establishment
Business lines before the IRC	Not applicable	Cannot add other lines until the IRC
Suits	Projects with land, conditional sectors or a fixed site already agreed	Investors who need a local entity early to sign a lease, hire or prepare the project

When the company-first route makes sense

In our professional view, a company before the IRC is most useful when the investor needs a Vietnamese counterparty early: to sign the lease that the IRC file must include, to open a bank account, or to recruit a local team who will prepare the project. It also helps when the parent wants a tax code and e-invoices in place by a set date.

The route is less suited to projects that need investment policy approval, projects involving land allocation, and business lines with market access conditions that the investor has not checked in detail. In those cases the IRC-first route keeps the review of the project and the creation of the company in one sequence.

5 mistakes to avoid with a company before the IRC

These are the mistakes worth avoiding when an investor chooses the company-first route:

• Registering business lines without a full market access check, then finding that one line is closed or conditional for foreign investors.
• Treating the ERC as permission to start the project. The project can only be carried out after the IRC is issued.
• Leaving the IRC file until late in the 12 months, without a signed lease or other document proving the right to use the site.
• Planning to add business lines soon after registration. Other lines can only be added once the IRC is issued.
• Transferring capital before agreeing with the bank and the adviser which account to use and how the Law on Enterprises deadline fits the IRC schedule.

Frequently asked questions

Can every foreign investor set up a company before the IRC? The law allows foreign investors generally, but the company must meet the market access conditions for foreign investors when it is registered (Clause 2, Article 19 of the Law on Investment). Business lines that are closed to foreign investors remain closed.

How long does the company have to obtain the IRC? 12 months from the date it is established (Clause 4, Article 72 of Decree No. 96/2026/ND-CP).

What happens if the IRC is not obtained within 12 months? Article 72 does not state the consequence. Seek legal advice on your case before relying on any particular outcome.

Can the company trade or provide services before the IRC? The company may only carry out its investment project after the IRC is issued. Check any planned activity against your registered lines and the project before you start.

Does the charter capital have to match the project’s investment capital? No. Clause 5 of Article 72 says it need not be the same, and the company raises capital on the schedule in the IRC.

How long does the IRC take once the file is complete? For projects that do not need investment policy approval and meet the conditions in Clause 3, Article 39 of the Decree, the authority issues it within 10 working days of a valid file.

How Pham Consult supports foreign investors setting up in Vietnam

Pham Consult advises foreign investors on the conditions, procedures and issues that arise when setting up a foreign direct investment company in Vietnam. Our company setup support includes preparing the required files in Vietnamese and English on request, assisting with notarisation, consular legalisation and certified translation, filing and collecting results at the state authorities on the client’s behalf, and explaining the file to the authorities when questions arise.

For a company before the IRC, that means checking market access before registration, preparing the enterprise registration with the required commitment, and building the IRC file within the 12 months. Pham Consult works from offices in Ho Chi Minh City and Hanoi.

Book a company setup consultation to choose between the IRC-first and company-first routes for your project.

Hotline: +84 909 660 105

Email: info@phamconsult.com