Tiếng ViệtVietnam continues to strengthen its position as one of the most attractive destinations for foreign capital, with thousands of FDI companies seeking opportunities in a market of over 100 million people. However, before launching a project in Vietnam, foreign investors must obtain an Investment Registration Certificate (IRC) – a mandatory legal requirement and the foundation for establishing a business presence.
So, what exactly is an IRC? What documents are required? And how can investors avoid delays or legal risks during the licensing process?
This article by LexConsult & Partners provides a comprehensive guide on obtaining an IRC in Vietnam (2025), covering eligibility, required documents, legal procedures, and practical insights for foreign investors.
The IRC is not just a procedural requirement. It is the starting milestone for every foreign investment project in Vietnam, ensuring legal compliance and enabling smooth business operations in a rapidly growing market.
1. What is an Investment Registration Certificate (IRC)?
The Investment Registration Certificate (IRC) is an official document issued by Vietnamese authorities to foreign investors, recording the details of their investment project, including:
– Investor’s name and address;
– Project objectives and scale;
– Registered capital and contribution schedule;
– Project duration;
– Incentives or conditions (if applicable).
Once granted, the IRC forms the legal basis for obtaining an Enterprise Registration Certificate (ERC) and commencing investment activities in Vietnam.
2. Who must obtain an IRC in Vietnam?
Under Article 37 of the Law on Investment 2020, the following investors are required to apply for an IRC:
– Foreign investors (individuals or organizations) establishing a business, contributing capital, or entering into investment projects in Vietnam.
– Foreign-invested economic organizations controlled by foreign investors, where:
Foreign ownership is 50% or more of charter capital,
A majority of general partners are foreigners, or
The foreign investor directly or indirectly exercises controlling rights.
Cases where IRC is NOT required:
– Domestic investors implementing projects.
– Foreign investors holding less than 50% ownership without control rights.
– Indirect investment via capital contributions or share acquisitions, provided that market access conditions remain unchanged.
Correctly determining whether an IRC is required is crucial to avoid violations or delays. Even in non-mandatory cases, some investors voluntarily apply for an IRC to formalize investment rights in Vietnam, especially when preparing for 100% foreign-owned company establishment.
3. Competent authorities for issuing IRCs
According to Article 39 of the Law on Investment 2020, IRCs are issued by:
– Management Boards of industrial zones, export processing zones, hi-tech parks, or economic zones – for projects located within these areas.
– Provincial Departments of Planning and Investment (DPI) (now merged into provincial Departments of Finance) – for projects outside special zones.
– Investment Registration Authorities at provincial level – for projects spanning multiple provinces or involving both zone and non-zone locations.
For a broader understanding of market entry, see our guide on FDI company setup in Vietnam.
4. Step-by-Step procedures for obtaining an IRC in Vietnam
Step 1. Determine whether the project requires investment policy approval
– Projects falling under Articles 30–32 of the Investment Law require approval from the National Assembly, Prime Minister, or Provincial People’s Committee before IRC issuance.
– Projects outside this scope may directly apply for an IRC.
Step 2. Prepare the IRC application dossier
A standard IRC dossier includes:
– Application for investment project implementation;
– Legal documents of the investor (passport, incorporation certificate);
– Investment project proposal (objectives, scale, capital, duration, location);
– Proof of financial capacity (bank statement, audited reports, guarantees);
– Land lease/office lease agreements;
– Technology explanation (if applicable);
– Other supporting documents as required by authorities.
Step 3. Submit the dossier to the competent authority
– Projects within special zones: submit to the Management Board;
– Projects outside: submit to the DPI/Department of Finance;
– Multi-provincial or special cases: submit to designated investment authorities.
Step 4. Appraisal and issuance of IRC
Processing time:
– 5 working days after investment policy approval (if required);
– 15 working days after receipt of a valid application (if not requiring approval).
Conditions for issuance:
– Not in a prohibited sector;
– Clear and lawful project location;
– Compliance with planning requirements;
– Meeting market access conditions for foreign investors.
Step 5. Receive the IRC
The issued IRC will specify:
– Investor details;
– Project objectives, scale, capital, and duration;
– Location and implementation schedule;
– Applicable incentives and conditions.
In practice, investors should also prepare to open a Direct Investment Capital Account (DICA) for capital contribution and profit remittance.
5. Key notes for Foreign Investors when applying for an IRC
5.1. Identify the correct applicant category
Not all foreign investments require an IRC. Misidentification may result in rejection or penalties.
5.2. Verify business lines and market access conditions
– Consult Vietnam’s WTO commitments and Decree 31/2021/ND-CP.
– Classifications:
Unrestricted sectors (100% foreign ownership allowed);
Conditional sectors (joint venture, ownership cap, licensing requirements);
Prohibited sectors (no foreign investment permitted).
5.3. Project location requirements
Investors must provide a legally valid lease contract and ensure the location is consistent with planning regulations.
5.4. Accurate project objectives, scale, and duration
The registered information will be legally binding and subject to state monitoring. Inaccuracies may cause costly adjustments later.
5.5. Engage local legal and investment experts
Language barriers, procedural complexity, and local administrative practices are common pitfalls. Partnering with experienced FDI lawyers in Vietnam ensures smoother processing.
5.6. Transparent financial capacity
– Investors must prove funding sources through bank confirmations and audited reports.
– Capital contribution deadlines (90–180 days) must be strictly observed, or projects risk withdrawal under Article 48 of the Investment Law 2020.
6. Post-IRC procedures: What comes next?
After receiving an IRC, foreign investors must complete further steps to officially operate in Vietnam:
– Enterprise Registration Certificate (ERC): register incorporation at DPI/Department of Finance (3–5 working days).
– Company seal, tax registration, bank accounts: register tax code, obtain digital signature, open a Direct Investment Capital Account (DICA).
– Capital contribution: transfer registered capital within the legal deadline via the DICA.
– Compliance obligations: environmental permits, labor registration for foreign employees, land use approvals, fire safety compliance, etc.
The Investment Registration Certificate (IRC) in Vietnam is a mandatory gateway for foreign investors, determining the pace and success of their projects. Proper preparation – business line assessment, financial proof, compliant documentation, and expert legal support – helps investors save time, reduce risks, and maximize incentives.
In an increasingly regulated environment, partnering with an experienced foreign investment law firm in Vietnam is the most effective way to ensure projects are licensed smoothly and operate legally.
LexConsult & Partners provides end-to-end FDI legal services: from industry review, dossier preparation, to working with Vietnamese authorities helping investors realize their business plans quickly and sustainably.
📩 Contact us today for a free consultation on your investment project in Vietnam.
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