SET UP A COMPANY IN VIETNAM: IS AN INVESTMENT REGISTRATION CERTIFICATE (IRC) REQUIRED TO ESTABLISH AN FDI COMPANY?
When setting up a company in Vietnam, foreign investors often assume that obtaining an Investment Registration Certificate (IRC) is always a mandatory step. However, depending on the nature of the investment project, the investor, and the applicable regulations, the establishment of an FDI company may not always require an IRC.
So, is an Investment Registration Certificate (IRC) actually required to establish an FDI company in Vietnam? What are the cases in which foreign investors must obtain an IRC, and when can they proceed without one? This article provides a practical overview of the current regulations and procedures for foreign investors planning to set up a company in Vietnam.
Clients seeking assistance with the establishment of an FDI company in Vietnam may contact Dai Quang Minh Company via Hotline: 0932 191 299; Zalo: 0932 191 299; Email: info@quangminhlawfirm.com; Viber: (+84) 337 926 405; WhatsApp: (+84) 337 926 405; WeChat: (+84) 337 926 405 (ID: pouniverse) for complimentary consultation and comprehensive, efficient, and accurate legal services.
In addition, Dai Quang Minh Company provides a wide range of services, including sub-licenses, business registration, investment, foreign labor, and ongoing legal advisory services for both domestic and foreign enterprises.
Contact:
- Zalo: 0932.191.299
- Gmail: info@quangminhlawfirm.com
- Viber: (+84) 337926405/ (+84) 869672216
- WhatsApp: (+84) 337926405/ (+84) 869672216
- Wechat:(+84) 337926405 (ID: _pouniverse)/(+84) 869672216 (ID:DQM_Verna)
- Telegram: (+84) 337926405/ (+84)869672216
I. Set Up A Company in Viet Nam: Does Establishing an FDI Company Require an Investment Registration Certificate (IRC)?
Yes. In most cases, when a foreign investor establishes a new FDI company to implement an investment project in Vietnam, the investor is required to obtain an Investment Registration Certificate (IRC).
The IRC is a document recording the investor's registered information regarding an investment project, including the investor, project objectives, location, scale, investment capital, implementation schedule, operating term, and applicable conditions for implementation, if any.
However, the question of “whether an FDI company must obtain an IRC” commonly arises in three different scenarios:
- A foreign investor wants to establish a new FDI company in Vietnam.
- A foreign investor wants to acquire or contribute capital to an existing Vietnamese company.
- A foreign investor wants to establish an economic organization first and subsequently complete the IRC procedures in accordance with the new regulations.
These three scenarios are not the same. Confusing them may result in the investor carrying out unnecessary procedures, failing to complete required procedures, or choosing an inappropriate investment route.
In simple terms:
- Establishing a new FDI company to implement a new investment project: an IRC is generally required.
- Acquiring an existing Vietnamese company: an IRC is not necessarily required immediately; the investor should generally first consider the procedures for capital contribution, share purchase, or purchase of contributed capital.
- Establishing an economic organization first and subsequently completing the IRC: this may be available under the new regulations if the investor satisfies the market access conditions applicable to foreign investors and subsequently completes the required investment procedures.
II. Set Up A Company in Viet Nam: Establishing a New FDI Company
The most common situation in which an IRC is required is when a foreign investor establishes a new FDI company in Vietnam to implement an investment project.
Examples include:
- A foreign individual establishing a 100% foreign-owned company in Vietnam.
- A foreign company establishing a subsidiary in Vietnam.
- A foreign investor establishing a joint venture with a Vietnamese investor.
- A foreign investor establishing a manufacturing company in an industrial park.
- A foreign investor establishing a trading, services, consulting, software, logistics, education, restaurant, tourism, or e-commerce company in Vietnam.
|
Step |
Procedure |
|
Step 1 |
Review the market access conditions applicable to foreign investors |
|
Step 2 |
Prepare the application dossier for the Investment Registration Certificate |
|
Step 3 |
Submit the IRC application to the competent investment registration authority |
|
Step 4 |
Obtain the Investment Registration Certificate if the project satisfies the applicable requirements |
|
Step 5 |
Apply for an Enterprise Registration Certificate to establish the FDI company |
|
Step 6 |
Open a direct investment capital account, contribute capital, complete initial tax procedures, and obtain any required sub-licenses |
Under this model, the IRC is an important step because the investment project is formally registered before the FDI enterprise begins its operations. After obtaining the IRC, the investor proceeds with the enterprise registration and other procedures necessary to operate the company in accordance with the registered investment project.
When Should a New FDI Company Definitely Review the IRC Requirement?
A foreign investor should carefully review the IRC requirements in the following situations:
- The foreign investor wants to establish a new company in Vietnam.
- The foreign investor wants to own 100% of a company in Vietnam.
- The investment project has a specific location, capital amount, objectives, and implementation schedule.
- The project is subject to market access conditions applicable to foreign investors.
- The project requires a specific location, such as an office, factory, center, retail outlet, or warehouse.
- The project may require additional licenses after the company is established.
- The investor needs to transfer capital from overseas into Vietnam to implement the investment project.
III. Why choose Dai Quang Minh Company
With years of practical experience in legal consulting, Dai Quang Minh Company is a pioneer in corporate support services, specializing in fast and affordable company formation. Below are the reasons to choose business registration services at Dai Quang Minh Company:
Human Resources: Gather a team of corporate legal experts and project legal experts with a long working history at domestic private economic groups; large foreign-invested enterprises operating in Vietnam.
Consulting Policy: Clients are gifted a completely free legal consulting package when using services at Dai Quang Minh Company.
Professionalism and Experience: Dai Quang Minh Company has a workforce with in-depth knowledge of business formation, ensuring a swift and accurate consulting process.
Time-Saving: Using Dai Quang Minh Company 's services helps you save precious time as we handle the entire process and related procedures.
Legal Insight: Dai Quang Minh Company ensures that all relevant legal regulations are strictly followed in accordance with the law.
Customization: Our consulting services are highly adaptable to your specific needs, allowing you to choose options suitable for your business.
Trusted Partner: Dai Quang Minh Company has built a reputation for providing affordable business setup consulting to many enterprises and individuals nationwide.
Confidentiality Assurance: Dai Quang Minh Company is committed to the absolute protection of your personal and business information.
Detailed Support: Dai Quang Minh Company provides detailed advice and support regarding the process and requirements to help you better understand business formation.
Process Optimization: Our consulting helps optimize the business setup process, minimizing potential risks and difficulties.
Excellent Customer Experience: Dai Quang Minh Company is dedicated to providing the best customer experience through professional advice and enthusiastic support.
Focus on Business Plans: By utilizing our registration services, you can focus on developing your business plans and core activities instead of worrying about legal procedures.
IV. Set Up A Company in Viet Nam: Acquiring an Existing Vietnamese Company
If a foreign investor acquires a Vietnamese company, contributes capital to a Vietnamese company, or purchases shares or contributed capital in an existing Vietnamese company, an IRC is not necessarily required immediately.
This is an important distinction because many foreign investors consider an M&A route as a way to enter the Vietnamese market more quickly.
For example:
- A foreign investor purchases 30% of the shares of a Vietnamese company.
- A foreign company acquires 100% of the contributed capital of a Vietnamese limited liability company.
- A foreign investor contributes additional capital to an existing Vietnamese company.
- A Vietnamese company transfers part of its contributed capital to a foreign investor.
- A foreign investor acquires an existing Vietnamese company that already has certain sub-licenses or an established customer base.
In these cases, the investor should distinguish between the following:
|
Matter |
Is an IRC Required |
|
Registration of capital contribution, share purchase, or purchase of contributed capital |
Not an IRC |
|
Change of members/shareholders in the enterprise registration records |
Not an IRC |
|
An existing Vietnamese company acquired through M&A that does not implement a new investment project |
An IRC may not yet be required |
|
The company after the M&A transaction implements a new investment project that is subject to IRC requirements |
An IRC may be required |
|
The acquired Vietnamese company already has an IRC |
The IRC may need to be amended if the investor or project information changes |
Therefore, regarding the question “Does acquiring a Vietnamese company require an IRC?”, the appropriate answer is: not necessarily immediately. The investor should first review the capital contribution/M&A procedures, the relevant business lines, foreign ownership ratio, and whether the company will implement a new investment project after the transaction.
When Can Acquiring a Vietnamese Company Be More Advantageous?
An M&A route may be appropriate if:
- The investor wants to enter the Vietnamese market quickly.
- The Vietnamese company already has an operating history, customers, contracts, employees, or sub-licenses.
- The relevant business activities do not require a new investment project to be established immediately.
- The investor wants to avoid the initial stage of preparing a complex IRC application.
- The transaction structure does not immediately trigger an IRC requirement.
However, this approach still involves risks if the legal status of the target company, tax obligations, labor matters, contracts, licenses, potential liabilities, disputes, or foreign investor market access conditions are not carefully reviewed.
V. Set Up A Company in Viet Nam: Establishing an Economic Organization First and Subsequently Completing the IRC
Under the new provisions of the 2025 Law on Investment, a foreign investor may be permitted to establish an economic organization to implement an investment project before applying for or amending an Investment Registration Certificate, provided that the investor satisfies the market access conditions applicable to foreign investors when establishing the economic organization.
This is an important development compared with the traditional understanding that “an IRC must be obtained before an FDI company can be established.”
However, investors should understand that establishing an economic organization first does not mean that the investment project is automatically exempt from the IRC requirement. If the project remains subject to the IRC procedure, the investor or the economic organization, after establishment, must continue to complete the applicable investment procedures.
The process can be generally understood as follows:
|
Stage |
Procedure |
|
Stage 1 |
The foreign investor satisfies the market access conditions for establishing an economic organization |
|
Stage 2 |
Establish the economic organization in Vietnam |
|
Stage 3 |
The economic organization or investor applies for an IRC or amendment to the IRC if the project is subject to the IRC requirement |
|
Stage 4 |
Complete the investment capital account, capital contribution, initial tax procedures, required sub-licenses, and project operations |
This approach may be useful in certain circumstances where the investor needs a legal entity early in order to sign transactions, prepare for operations, recruit employees, work with business partners, or proceed with other legal procedures.
However, careful legal review is necessary to avoid a situation where the company has already been established but is not yet legally qualified to implement the investment project or has not completed the required IRC procedures.
When Should an Investor Consider Establishing an Economic Organization First?
An investor may consider this approach if:
- The proposed business activities satisfy the market access conditions.
- The investor needs a legal entity early to work with business partners, banks, landlords, or employees.
- The project requires additional time to finalize its location, capital structure, technical documents, or sub-licenses.
- The investor wants to separate the legal entity establishment stage from the investment project completion stage.
- The IRC application requires additional time for review, while the establishment of the economic organization may be carried out first in accordance with applicable regulations.
However, this approach should not be applied mechanically. If the project involves complex business lines, strict location requirements, sub-licenses, investment policy approval, or unclear market access conditions, the investor should obtain legal advice before choosing this route.
VI. Set Up A Company in Viet Nam: Which Investment Route Should You Choose?
There is no single investment route that is suitable for every foreign investor. The appropriate option should be determined based on the investor's business objectives, business lines, desired operating timeline, risk tolerance, and the legal status of the proposed investment project.
1. When Should You Choose a New Company Establishment with an IRC?
A new company establishment with an IRC may be appropriate if:
- The investor wants to establish an entirely new company.
- The investment project has clear objectives, location, capital, and implementation schedule.
- The investor wants full control over the legal structure from the beginning.
- The investor does not want to assume the historical risks of an existing Vietnamese company.
- The investor wants the investment information to be clearly recorded for working with banks, business partners, and regulatory authorities.
- The project requires additional licenses after the company is established.
This approach is suitable for investors who want to build an FDI company in a structured manner while minimizing historical legal risks.
2. When Should You Choose to Acquire a Vietnamese Company?
An M&A route may be appropriate if:
- The target Vietnamese company has a clean legal record.
- The company already has contracts, customers, employees, licenses, or an operating system.
- The investor wants to enter the Vietnamese market quickly.
- The relevant business activities do not create overly complex market access conditions.
- The investor has conducted thorough due diligence on tax, labor, contracts, liabilities, licenses, and disputes.
However, investors should not acquire a Vietnamese company solely to “avoid the IRC.” If, after the transaction, the company implements a new investment project that is subject to an IRC requirement or needs to amend an existing IRC, the relevant investment procedures may still be required.
3. When Should You Choose to Establish an Economic Organization First and Complete the IRC Later?
This option may be worth considering if:
- The investor needs a legal entity first for transactions, negotiations, recruitment, or business operations.
- The proposed business activities satisfy the applicable market access conditions.
- The project requires additional time to finalize its location, capital, scale, or sub-licenses.
- The investor understands that the IRC procedures must still be completed after establishment if the project is subject to the IRC requirement.
- The investor has a clear legal plan for the post-establishment stage.
This approach may be suitable for certain investors who require greater flexibility in their implementation timeline. However, the legal structure and application documents should be carefully planned to avoid establishing a company that is not yet able to legally commence the intended business activities.
Prospective clients seeking assistance with procedures for establishing a foreign-invested company in Vietnam (2026) are kindly invited to contact Dai Quang Minh Company via Hotline: 0932 191 299; Zalo: 0932 191 299; Email: info@quangminhlawfirm.com; Viber: (+84) 337 926 405; WhatsApp: (+84) 337 926 405; WeChat: (+84) 337 926 405 (ID: pouniverse) for complimentary consultation and comprehensive, efficient, and accurate legal services.
In addition, Dai Quang Minh Company provides a wide range of services, including sub-licenses, business registration, investment, foreign labor, and ongoing legal advisory services for both domestic and foreign enterprises.
Contact:
- Zalo: 0932.191.299
- Gmail: info@quangminhlawfirm.com
- Viber: (+84) 337926405/ (+84) 869672216
- WhatsApp: (+84) 337926405/ (+84) 869672216
- Wechat: (+84) 337926405 (ID: _pouniverse)/ (+84) 869672216 (ID: DQM_Verna)
- Telegram: (+84) 337926405/ (+84) 869672216
During the course of operations, should you have any questions or require any assistance, please contact Dai Quang Minh Company. We are always ready to provide support and accompany you throughout the process of construction, operation, and development.
We wish you sustainable development and breakthrough success.
Sincerely thank you./.
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