Vietnam’s business outlook for 2026 remains more optimistic than that of many peer economies in the region. Sustained macroeconomic growth, supply chain realignment, and ongoing institutional reforms continue to position Vietnam as a competitive and increasingly preferred destination for global capital within the Association of Southeast Asian Nations region.
This momentum is reinforced by the enactment of Law on Investment No. 143/2025/QH15 (LOI 2025), effective from March 1 2026. LOI 2025 introduces a substantive recalibration of Vietnam’s foreign investment entry regime, reshaping long-standing assumptions around licensing, project structuring, and regulatory sequencing for foreign investors. Against this backdrop, a recurring practical question has re-emerged with renewed urgency: under Vietnam’s revised framework, when is an Investment Registration Certificate (IRC) required, and when is an Enterprise Registration Certificate (ERC) sufficient?
Reversing the gate: a new entry sequence under LOI 2025
Under the previous regulatory approach, foreign investors were generally required to obtain an IRC and ERC in a fixed sequence. The IRC – evidencing approval of the investment project – was issued first, followed by the ERC for incorporation of the project company. From the date of ERC issuance, the enterprise could commence lawful business operations, subject to any sector-specific sub-licences.
LOI 2025 fundamentally reorders this process. Under the revised regime, foreign investors may obtain the ERC prior to securing the IRC, adopting an incorporation-first approach that aligns more closely with the treatment of domestic investors. This change allows the legal entity to be established earlier and enables preparatory activities – such as opening bank accounts, leasing premises, and entering preliminary contracts – to be conducted before the investment project itself is formally registered. Substantive operations, however, remain subject to subsequent project approval and applicable conditional business requirements.
Distinct role: what do the ERC and IRC cover?
The two certificates operate in tandem: the ERC establishes the legal vehicle by confirming the enterprise’s legal existence and corporate identity, while the IRC defines the scope and conditions under which that vehicle may implement its approved investment project. Despite the revised sequencing under LOI 2025, the ERC and IRC continue to serve distinct but complementary regulatory functions.
The ERC confers legal personality and enables the enterprise to operate as a recognised business entity under Vietnamese law, typically including:
The name of the enterprise;
An enterprise identification number (which also functions as the tax code);
The registered head office address;
The charter capital and ownership structure;
The legal representative(s);
The registered business lines; and
The type of legal entity (e.g., limited liability company or joint stock company).
By contrast, the IRC is project specific and functions as the primary instrument through which the state supervises the implementation of the foreign-invested projects, rather than the corporate existence of investors, principally including:
The name of the investment project;
The project objectives and business activities;
The project location and land-use arrangements;
The investment scale and implementation schedule;
The total investment capital (including equity and mobilised funding);
The project duration;
Investor information; and
Applicable conditions or regulatory requirements (where relevant).
The project duration is approved and may be adjusted if it remains within statutory limits, based on its objectives, scale, location, and land-use conditions:
A maximum of 70 years for projects in economic zones;
A capped 50 years for projects outside economic zones; and
Extended terms of up to 70 years for projects in socio-economically disadvantaged areas, capital-intensive projects with longer recovery periods, or strategic infrastructure developments.
Final thoughts
LOI 2025 streamlines Vietnam’s foreign investment entry process by introducing an ERC-first sequence, allowing investors to establish a legal presence earlier and advance preparatory steps towards market entry. However, the reform does not relax substantive oversight. Full operational capacity remains contingent on the subsequent approval of the investment project, alignment between charter capital and total investment capital, and compliance with sector-specific licensing requirements.
At this early stage, the practical effectiveness of LOI 2025 is yet to be fully tested. Investors would be well advised to proceed cautiously and prioritise compliance with applicable licensing requirements to mitigate potential legal risk.
