Vietnam Investment Registration Certificate (IRC): 2026 Guide

Vietnam Investment Registration Certificate: A 2026 Guide for Foreign Investors

Vietnam remains an attractive destination for foreign investors seeking access to manufacturing, technology, services, trading, and other growing sectors. However, entering the Vietnamese market requires careful planning. In particular, investors need to understand the Vietnam Investment Registration Certificate, commonly known as the IRC.

The IRC records important information about an investment project in Vietnam. However, the rules surrounding foreign investment changed significantly in 2026. The new Investment Law, Law No. 143/2025/QH15, officially took effect on March 1, 2026.

As a result, foreign investors should not simply follow procedures designed under the previous Investment Law. Instead, they should first assess their investment structure, business activities, market-access requirements, and project characteristics.

This guide explains the Vietnam Investment Registration Certificate, including when it may be required, what investors should prepare, how the process works, common mistakes, and the key changes introduced in 2026.

What Is a Vietnam Investment Registration Certificate?

A Vietnam Investment Registration Certificate (IRC) is an official document used to record information about an investment project in Vietnam.

Generally, the information recorded for an investment project can include:

Investor information
Investment project name
Investment objectives
Project location
Investment capital
Capital contribution schedule
Project implementation schedule
Project operating period
Other information required under the applicable investment regulations

However, the IRC is different from the Enterprise Registration Certificate (ERC).

The IRC relates to the investment project, whereas the ERC relates to the enterprise. Therefore, foreign investors should consider both the investment structure and corporate structure when planning their Vietnam market entry.

Importantly, the 2026 framework gives certain foreign investors more flexibility. Under the new law, foreign investors can establish an economic organization before completing procedures for an IRC, provided they satisfy applicable market-access requirements.

Consequently, investors should determine the correct route for their specific circumstances instead of assuming that every foreign-owned company must follow the same sequence.

Does Every Foreign Investor Need an IRC in Vietnam?

No. The requirement depends on the investment structure, project, business activities, and applicable regulations.

Previously, foreign investors often associated market entry with obtaining an investment certificate before establishing their Vietnamese company. However, the 2025 Investment Law introduced a more flexible approach.

Under the new framework, foreign investors may establish an economic organization before obtaining or adjusting an IRC, provided that they comply with the applicable market-access rules.

Therefore, the first question should not simply be:

“How do I apply for an IRC?”

Instead, investors should ask:

“What investment structure and procedure apply to my business?”

This distinction matters because the correct process can depend on the business sector, foreign ownership rules, project location, investment scale, and whether the project requires investment policy approval.

What Changed for Foreign Investors in 2026?

The 2025 Investment Law introduced several important changes.

1. Foreign investors can establish an economic organization before an IRC

First, the new framework allows certain foreign investors to establish an economic organization before completing procedures to obtain or amend an IRC.

However, the investor must still satisfy applicable market-access requirements.

As a result, this change can provide a more flexible route for foreign investors entering Vietnam.

At the same time, investors should not interpret this rule as meaning that the IRC is no longer relevant. Instead, they should determine whether their specific investment project requires registration or adjustment under the applicable rules.

2. Investment policy approval rules have been clarified

Furthermore, the 2025 Investment Law specifically identifies 20 groups of projects that require investment policy approval.

These categories include certain projects involving large areas of forest land or rice-growing land, large-scale resettlement, national defense and security, sea areas, and specialized sectors such as nuclear power, casinos, air transport, telecommunications infrastructure, and oil and gas processing.

Therefore, investors should determine whether their project falls into one of these categories before preparing the investment registration strategy.

3. Vietnam reduced the number of conditional sectors

In addition, the new law reduces the number of conditional investment and business sectors.

According to Vietnam’s Investment Promotion Portal, the updated list contains 198 conditional sectors, representing a reduction of 38 sectors compared with the previous framework.

Consequently, some investors may face fewer market-entry conditions than before.

Nevertheless, regulated activities can still involve specific licenses, approvals, or operational requirements.

4. The investment framework is moving toward greater post-approval flexibility

Meanwhile, the 2026 framework places greater emphasis on administrative reform and post-approval management.

For investors, this can create a simpler market-entry environment.

However, compliance remains important after registration. Therefore, investors should consider both market entry and ongoing obligations when designing their investment structure.

What Information Does an IRC Usually Cover?

The exact information depends on the project. Nevertheless, an investment registration file generally needs to present a clear and consistent investment plan.

Investor information

First, the application needs to identify the investor.

For an individual investor, this may include personal identification information.

For an institutional investor, the documentation normally demonstrates the company’s legal status and authority to make the investment.

Therefore, foreign corporate investors should prepare their corporate documents carefully before starting the application.

Investment objectives

Next, the investor needs to describe the purpose and scope of the investment project.

For example, the project may involve manufacturing, software development, consulting, trading, logistics, or another permitted activity.

However, investors should select business activities carefully because the classification can affect foreign market access and licensing requirements.

Project location

In addition, the proposed project location can be important.

The location may affect land arrangements, planning, investment incentives, environmental requirements, and the competent authority.

For this reason, investors should assess the location early rather than treating it as a final administrative detail.

Investment capital

The project should also specify its investment capital.

This information should be consistent with the project’s size, business plan, financial capacity, and implementation schedule.

Consequently, investors should avoid selecting an investment amount without supporting calculations.

What Documents May Be Required?

The exact dossier depends on the project and applicable procedure. However, foreign investors should generally prepare several categories of supporting documents.

1. Legal documents of the investor

First, investors need documents demonstrating their legal status.

For example, an individual investor may need a passport or equivalent identification document.

A corporate investor may need documents showing its incorporation, legal status, and authority to invest.

Depending on the document and jurisdiction, authentication, legalization, certification, and Vietnamese translation may also be necessary.

2. Investment project information

Next, the investor should prepare information about the proposed project.

This information can include:

Project objectives
Business activities
Project location
Investment capital
Capital contribution schedule
Project implementation schedule
Project duration
Labor requirements
Investment incentives, where applicable

Therefore, investors should make sure that the information remains consistent across all supporting documents.

3. Evidence of financial capacity

In addition, investors may need to demonstrate that they have sufficient financial capacity to implement the project.

Depending on the circumstances, supporting evidence may include financial statements, bank documents, financial support commitments, guarantees, or other appropriate documents.

However, the appropriate evidence depends on the investor and the project.

As a result, investors should determine the suitable evidence before submitting the application.

4. Location-related documents

Furthermore, the investor may need documents supporting the proposed project location.

For example, a project may involve a lease arrangement or another document demonstrating the investor’s right to use the proposed location.

Therefore, location planning should form part of the investment preparation process.

How to Apply for a Vietnam Investment Registration Certificate

The exact process depends on the investment structure and project. Nevertheless, foreign investors can use the following framework to plan their application.

Step 1: Identify the investment structure

First, determine how the investor intends to enter Vietnam.

Consider:

Who will invest?
What business activities will the investor conduct?
Will the investor establish a new company?
Will the investor acquire an existing company?
What percentage of ownership will the foreign investor hold?
Where will the business operate?
Is an investment project involved?

This assessment creates the foundation for the rest of the process.

Step 2: Check foreign market access

Next, review the market-access requirements.

Some business activities may be open to foreign investors without specific ownership restrictions. Others may have conditions relating to ownership, investment form, business scope, or other requirements.

Therefore, investors should complete this review before finalizing their corporate structure.

Step 3: Determine whether investment policy approval applies

After that, check whether the proposed project falls within an investment policy approval category.

This step is particularly important for large-scale or regulated projects.

If approval is required, the investor may need to complete that procedure before proceeding with subsequent investment registration steps.

Step 4: Prepare the investment documentation

Once the structure is confirmed, prepare the relevant documentation.

The project information should be clear, realistic, and internally consistent.

For example, the proposed investment capital should make sense when compared with the project’s scale and the investor’s financial capacity.

Step 5: Submit the relevant application

Then, submit the required documents to the competent authority.

The responsible authority can vary according to the project, location, and applicable rules.

Therefore, investors should confirm the competent authority before filing.

Step 6: Respond to requests for clarification

Finally, the authority reviews the submission.

If information is incomplete or inconsistent, the investor may need to provide clarification or additional documentation.

For this reason, careful preparation can reduce unnecessary delays.

How Long Does the IRC Process Take?

The processing time depends on the type of project and the applicable procedure.

For this reason, investors should avoid using a single standard timeline for every Vietnam investment project.

A straightforward project may have a different timeline from a project that requires investment policy approval, land-related procedures, sector-specific approvals, or additional clarification.

Therefore, investors should build a realistic timeline that includes:

Document preparation
Foreign document legalization, where applicable
Vietnamese translation
Application submission
Authority review
Clarification requests
Subsequent corporate procedures
Sector-specific licensing

This approach provides a more practical estimate than relying only on a statutory processing period.

IRC vs ERC: What Is the Difference?

Foreign investors frequently confuse the IRC and ERC. However, they serve different purposes.

Item	IRC	ERC
Main purpose	Records investment project information	Records enterprise registration
Focus	Investment project	Legal enterprise
Typical information	Investor, project, capital, location, schedule	Company name, enterprise information, legal representative
Relevance	Investment activities	Corporate existence
Applicability	Depends on the investment structure and project	Used for enterprise registration

Therefore, an investor should not treat the IRC and ERC as interchangeable documents.

Instead, the appropriate sequence should be determined according to the investment structure and the rules applicable to the project.

Common Mistakes Foreign Investors Should Avoid

1. Automatically following the old IRC-first model

First, investors should avoid assuming that every foreign-owned business must obtain an IRC before establishing an economic organization.

The 2025 Investment Law changed this approach by allowing certain foreign investors to establish an economic organization before obtaining or adjusting an IRC, subject to market-access requirements.

2. Choosing business activities without checking market access

Similarly, investors should not select business activities only because they appear commercially attractive.

A business activity may involve foreign ownership restrictions or additional licensing requirements.

Therefore, market-access analysis should come before the final investment structure.

3. Using inconsistent investment figures

Another common problem involves inconsistent figures.

For example, the investment capital stated in the project proposal should align with the investor’s financial capacity and planned business scale.

Otherwise, the authority may request clarification.

4. Ignoring the project location

Likewise, investors should not postpone location analysis.

The location can influence land arrangements, planning, incentives, environmental obligations, and licensing.

As a result, location should be assessed during the early planning stage.

5. Relying on outdated legal information

Finally, investors should avoid using checklists based entirely on the previous Investment Law.

The current 2025 Investment Law took effect on March 1, 2026.

Therefore, investors should review their procedures against the current legal framework before submitting an application.

What Happens After Investment Registration?

Obtaining or completing investment registration does not necessarily mean that the investor can immediately conduct every intended business activity.

Instead, the investor may still need to complete additional corporate and operational requirements.

Depending on the project, these requirements can involve:

Enterprise registration
Tax registration and compliance
Accounting requirements
Bank account arrangements
Labor registration
Work permits for foreign employees
Sector-specific licenses
Environmental requirements
Fire safety requirements
Land and construction procedures

Therefore, foreign investors should plan for post-registration compliance from the beginning.

Can an Investment Project Be Changed Later?

Yes. Investment projects can change during their operating period.

For example, an investor may later need to change:

Investment capital
Project objectives
Project location
Project implementation schedule
Investor information
Project operating period
Other registered project information

However, the procedure depends on the nature of the proposed change.

Importantly, the 2025 Investment Law provides greater flexibility regarding project operating periods. The maximum operating period remains 50 years for projects outside economic zones and 70 years for projects inside economic zones. At the same time, investors can adjust the operating period upward or downward during implementation, subject to the applicable rules.

Consequently, investors should review the required procedure before making material changes to an investment project.

Why Professional Support Can Help

Vietnam’s investment framework offers more flexibility in 2026. However, that flexibility also means investors need to choose the correct procedure.

A professional advisory team can help investors assess:

Foreign market access
Investment structure
Business activities
Project classification
Investment capital
Financial-capacity evidence
Project location
Investment policy approval
IRC requirements
Enterprise registration
Post-registration compliance

Furthermore, professional support can help identify inconsistencies before documents reach the authority.

As a result, investors can reduce avoidable administrative delays and create a clearer market-entry plan.

Frequently Asked Questions

What is a Vietnam Investment Registration Certificate?

A Vietnam Investment Registration Certificate, or IRC, is an official investment document that records information about an applicable investment project in Vietnam.

Does every foreign investor need an IRC?

No. The requirement depends on the investment structure, project, business activities, and applicable regulations. In addition, the 2025 Investment Law allows certain foreign investors to establish economic organizations before obtaining or adjusting an IRC, provided they satisfy market-access requirements.

What is the difference between an IRC and an ERC?

The IRC focuses on the investment project, while the ERC relates to the enterprise. Therefore, the two documents have different legal and administrative functions.

How long does it take to obtain an IRC?

The timeline depends on the project and applicable procedure. Projects involving additional approvals can take longer than straightforward cases.

Can a foreign investor establish a company before obtaining an IRC?

Yes, in certain circumstances. Under the 2025 Investment Law, a foreign investor may establish an economic organization before obtaining or adjusting an IRC if the investor satisfies the applicable market-access requirements.

Can an investment project be amended after registration?

Yes. However, the required procedure depends on the nature of the proposed change and the rules applicable to the project.

Does an IRC allow a company to operate without other licenses?

Not necessarily. Depending on the business activity, the investor may still need sector-specific licenses, approvals, or other regulatory procedures.

Conclusion

The Vietnam Investment Registration Certificate remains an important part of Vietnam’s foreign investment framework. However, investors should understand it within the broader legal changes introduced in 2026.

The 2025 Investment Law took effect on March 1, 2026, and it introduced a more flexible approach to foreign investment, including the ability for certain foreign investors to establish economic organizations before completing IRC procedures.

Therefore, foreign investors should not start with a standard checklist. Instead, they should first assess their business activities, market-access conditions, investment structure, project location, capital, and applicable approvals.

With careful planning, investors can reduce unnecessary delays and establish a more efficient path into the Vietnamese market.

Looking for professional support with your Vietnam investment project?

uSafe can assist foreign investors with investment, corporate, accounting, tax, and compliance matters in Vietnam. Contact uSafe to discuss your proposed structure and the requirements that may apply to your project.

Sources

Vietnam Investment Law 2025 — Law No. 143/2025/QH15, National Assembly of Vietnam. Effective March 1, 2026.
Starting from March 1, 2026, the 2025 Investment Law officially comes into effect, Vietnam Investment Promotion Portal.
Luật số 24/2026/QH16 sửa đổi, bổ sung một số điều của Luật Đầu tư, National Assembly of Vietnam. The law was issued on August 24, 2026 and is scheduled to take effect on March 1, 2027.