Setting Up a 100%-Foreign-Owned Company in Vietnam: The IRC, Then the ERC

For a foreign investor, forming a company in Vietnam generally means passing through two gates rather than one. First you obtain an Investment Registration Certificate (IRC), which approves the investment project itself. Then you obtain an Enterprise Registration Certificate (ERC), which brings the company into legal existence. A Vietnamese founder starting an ordinary business usually needs only the second document; the first is the additional step the law asks of foreign capital under the Law on Investment 2020. Understanding this sequence — and preparing for it before you file — is what keeps a formation on schedule.

Before you file: the decisions that shape everything

Most of the friction in company formation comes from choices left unsettled. It is worth fixing these on paper first:

• Your business lines, and whether they are open. Under Vietnam's WTO commitments and the market-access negative list in Decree 31/2021, most ordinary sectors allow 100% foreign ownership. Some are "conditional" — they may require a joint-venture partner, a cap on foreign ownership, or an extra licence — and a few are closed. Confirm where your intended activity sits before anything else.
• The company form. A single-member LLC suits one owner; a multi-member LLC or a joint-stock company suits several investors, or a plan to bring in shareholders later. Governance and decision rights differ, so choose with your future in mind.
• Charter capital. Most sectors set no fixed minimum, though some conditional ones do; whatever the figure, it should be realistic for the project, and it must actually be contributed within 90 days of the ERC.
• The registered address and legal representative. You will need a lawful project location and at least one legal representative who resides in Vietnam.

Step one: the Investment Registration Certificate

The IRC is issued by the provincial investment authority. In Đà Nẵng — now consolidated with Quảng Nam into a single administrative unit, with a single licensing authority — this is where the file is assessed. The application describes the investor, the project, its location, scale, capital and timeline, and is generally accompanied by the investor's corporate or personal documents (legalised and translated), proof of financial capacity, and evidence of the proposed premises. For ordinary, unconditional sectors the review is relatively direct; conditional sectors typically take longer, because the authority checks the activity against the applicable conditions.

Step two: the Enterprise Registration Certificate

With the IRC in hand, you apply for the ERC under the Law on Enterprises 2020. This registers the company, its charter capital, owners, legal representative and business lines, and produces the enterprise that will sign contracts, hire staff and issue invoices. The ERC file is typically lighter than the IRC file, and this stage is usually the faster of the two. After issuance, the company makes its seal and completes initial tax and registration formalities.

Across both steps, a realistic end-to-end timeline is generally around one and a half to three months, depending on the sector and the completeness of your documents. Conditional activities, and any request for missing or clarified papers, extend it.

After the certificates: capital and first steps

Once the company exists, foreign direct-investment capital generally flows in through a Direct Investment Capital Account (DICA) opened at a licensed bank in Vietnam. Charter capital is contributed through this account within the 90-day window, and later profits and legitimate capital may be remitted abroad once tax obligations are met. It is also the moment to put the practical foundations in place — accounting, compulsory insurance registration for staff, work permits for any foreign employees who are not exempt under the Labour Code 2019, and, if you expect cross-border contracts, a considered choice between the Vietnamese courts and arbitration such as the Vietnam International Arbitration Centre (VIAC), written into your contracts from the start.

Handled in order, the IRC-then-ERC path is predictable. The investors who move fastest are simply those who settled the sector, the structure and the capital before the first form was filed.

This article is general information current as of 2026 and is not a substitute for licensed legal advice. Laws and procedures change, and your specific situation should be checked with a qualified adviser.