Vietnam's 2025 Investment Law's New Regime: Foreign Investors Can Now Incorporate a Company Before Obtaining the IRC
Under the 2025 Law on Investment, foreign investors are now able to obtain the Enterprise Registration Certificate (ERC) and incorporate a company in Vietnam before obtaining the Investment Registration Certificate (IRC). This article explains the outline of the new regime, the 12-month deadline for obtaining the IRC, inconsistencies among the applicable filing requirements, and practical points to keep in mind.
In a previous article, we discussed one of the notable changes introduced by Vietnam's 2025 Law on Investment, which takes effect on March 1, 2026: foreign investors are now permitted to obtain an Enterprise Registration Certificate (ERC) and establish an economic organization in Vietnam before obtaining an Investment Registration Certificate (IRC).
Even so, foreign investors must still satisfy the market access conditions that Vietnamese law imposes on foreign investors at the stage of applying for the ERC.
01 - The Deadline for Obtaining the IRC Under the New Regime
Because the new regime allows the ERC to be obtained first, followed later by the IRC, the conventional sequence of investment procedures is partially reversed. Under Decree No. 96/2026/ND-CP, effective March 31, 2026, an investor must complete the IRC application process within 12 months of the ERC's issuance date in order to lawfully carry out the project. At present, the law does not clearly specify how to handle a case in which the investor has obtained the ERC but fails to complete the IRC application within that period.
02 - Inconsistencies Among the Rules Governing Required Filing Documents
Under the 2020 Law on Enterprises, an enterprise registration application filed by a company established by a foreign investor must include the IRC. Under the 2025 Law on Investment, however, a company may now be established before the IRC has been obtained. This inconsistency between the two sets of rules has created practical confusion for both business registration authorities and companies.
03 - Guidance From the State Authorities to Resolve the Inconsistency
On April 29, 2026, the Ministry of Finance issued Official Letter No. 5427/BTC-DNTN, clarifying that where the new regime is applied, submission of the IRC is not required as part of the enterprise registration application documents.
04 - Current Practical Application of the New Regime
At present, some foreign investors in the services and commerce sectors are applying the new regime, primarily to secure an early legal presence in Vietnam, but many investors continue to opt for the conventional approach of obtaining the IRC first.
05 - Important Points to Note
Even where the ERC is issued first, this does not mean that implementation of the investment project is immediately authorized. In addition, the gap between the deadline for a foreign investor to pay in charter capital (within 90 days of the ERC's issuance date) and the deadline for obtaining the IRC (within 12 months) creates a risk that the capital contribution obligation arises before a Direct Investment Capital Account (DICA) can be opened.
06 - Recommendation
The new regime is not a one-size-fits-all solution suitable for every case; it is an option that should be selected carefully, taking into account how clearly defined the project is and the likelihood of successfully obtaining the IRC. Investors are advised to seek legal advice before proceeding.