- Investment Registration Certificate is no longer the default first step
Vietnam’s investment framework has materially changed under the Law on Investment No. 143/2025/QH15 (“LOI 2025”), effective from 1 March 2026. The most important practical change for foreign investors is that, where market‑access conditions are satisfied, an investor may establish a Vietnamese economic organization and obtain its Enterprise Registration Certificate (“ERC”) before completing the procedure for issuance or adjustment of an Investment Registration Certificate (“IRC”). This separates the ERC (legal entity formation) from the IRC (registration of the investment project) and gives investors greater flexibility in sequencing their establishment and licensing steps.
Under Article 26 of the LOI 2025, an IRC is required for (i) investment projects of foreign investors and (ii) investment projects of economic organizations falling within the foreign-investor treatment threshold under Article 20.1 (e.g. where foreign investors hold a prescribed percentage of charter capital or control). By contrast, domestic investment projects and projects of economic organizations falling under Article 20.2 are not required to obtain an IRC. Capital contribution, share purchase and purchase of stakes are also generally outside the mandatory IRC regime, although certain transactions may still require registration of the capital contribution or acquisition before the relevant corporate procedures are completed.
Importantly, the exemption from a mandatory IRC does not eliminate other approvals. A project may still require approval of investment policy, land-related procedures, construction approvals, environmental permits or sector-specific licences. The correct compliance sequence should therefore be determined from the project structure, investor nationality, ownership chain, business line and location.
- Typical procedure for a foreign-invested project
Step 1 — Investment policy screening. First determine whether the project falls within the cases requiring investment-policy approval. If so, that approval is generally obtained before the relevant investment registration procedure.
Step 2 — Establish the economic organization, where appropriate. Following the 2025 reform, a foreign investor may establish the Vietnamese company and obtain its ERC before obtaining the IRC, subject to market-access requirements. This can remove a long-standing practical obstacle for investors that previously had to arrange corporate establishment around the IRC process.
Step 3 — Prepare and submit the IRC dossier. The dossier is prepared under the LOI 2025 and Decree No. 96/2026/NĐ-CP, including the investor/project information and documents required for the particular project. Depending on the project, the authority may request clarification or additional supporting materials. For investment projects not subject to investment-policy approval, investors may choose to submit applications for the issuance or amendment of an IRC either in hard copy, or online through the National Investment Information System, with or without a digital signature.
Step 4 — Issuance and post-licensing compliance. Once the IRC is issued, the investor must implement the project consistently with its registered contents and continue with related procedures, such as capital contribution, tax, banking, land, construction, environmental and sector-specific requirements, as applicable. Where the “ERC-first” route is used, the enterprise must obtain the IRC within 12 months from its establishment date and may not implement the investment project before the IRC is granted. Failure to complete the IRC procedure within this period may expose the enterprise to compliance risks, including potential restrictions on business activities and enforcement actions by the licensing authorities.
- What has changed — and what to watch
The new framework should be understood as a shift from a rigid “IRC first, ERC second” model toward greater procedural flexibility. Decree No. 96/2026/NĐ-CP provides the detailed implementation framework, while the Ministry of Finance has also issued guidance confirming the possibility of establishing an economic organization before the IRC procedure. Separately, Decree No. 296/2026/NĐ-CP has updated enterprise-registration procedures, including matters relevant to foreign investors establishing an enterprise before the IRC procedure.
A further change is already scheduled. On 24 August 2026, the National Assembly passed Law No. 24/2026/QH16 amending the Law on Investment. It will generally take effect on 1 March 2027, with some provisions effective earlier from 1 January 2027. Investors planning projects around 2027 should therefore re-check the applicable market-access conditions, conditional business lines and sector-specific licensing requirements before commencing their projects, as the amended law will change the conditional‑business‑line landscape and may affect whether and when an IRC is required.
- Practical notice for investors
For new foreign-invested projects, the key issue is no longer simply whether an IRC is required, but how the IRC should fit into the overall establishment and licensing strategy. Before signing long-term leases, injecting capital or commencing operations, investors should map the project against five points: (i) investor ownership and control structure, (ii) market access conditions (foreign ownership ratios, conditional business lines, local partner requirements), (iii) investment-policy approval, (iv) IRC requirements and (v) sector-specific licences. For projects expected to be launched or restructured in 2027, early review is advisable because the amended Law on Investment will change the conditional-business-line landscape from 1 March 2027.
Key legal references
- Law on Investment No. 143/2025/QH15 of the National Assembly, dated 11 December 2025, effective from 1 March 2026;
- Law No. 24/2026/QH16 of the National Assembly dated 24 August 2026 amending and supplementing a number of articles of the Law on Investment, generally effective from 1 March 2027 (some provisions from 1 January 2027);
- Decree No. 96/2026/NĐ-CP of the Government dated 31 March 2026, detailing and guiding implementation of the Law on Investment, effective from 31 March 2026;
- Decree No. 296/2026/NĐ-CP of the Government dated 23 July 2026, amending Government’s Decree No. 168/2025/ND-CP dated June 30, 2025 on enterprise registration.
