In the context of Vietnam’s ongoing transformations and its strong efforts to improve the investment and business environment, the Government’s promulgation of new Decrees (particularly Decree No. 96/2026/ND-CP and the implementing regulations for the Law on Investment and the Law on Enterprises) has created significant impacts on the enforcement and application of investment laws, especially for foreign investors. For FDI enterprises, a thorough understanding of the interrelationship between the licensing and administrative procedures for the Investment Registration Certificate (IRC) and the Enterprise Registration Certificate (ERC) is the key to ensuring compliance and optimizing project implementation timelines from the very first stage of establishment.
Key Legal Framework
The new issuance and adjustment of IRCs and ERCs are currently governed by the following provisions:
- Law on Investment 2025 and the Law amending and supplementing certain articles of the Law on Enterprises 2025 (together with related amending and supplementing laws).
- Decree No. 96/2026/ND-CP: Detailed regulations and guidelines for the implementation of certain provisions of the Law on Investment (latest update).
- Decree No. 31/2021/ND-CP: Still in effect for provisions that do not conflict with the new Decree.
- Decree No. 01/2021/ND-CP: On business registration.
- Circular No. 03/2021/TT-BKHDT: Regulations on sample forms of investment activity reports.
The National Investment Information System (pursuant to Decree No. 96/2026/ND-CP) is not a legal document per se but is an essential tool in the process of submitting, appraising, and monitoring application dossiers.
Procedures for New Issuance of IRC and ERC
The management approach has shifted from “pre-inspection” to facilitating and optimizing administrative procedures.
For an FDI project under the latest legal regulations, the process still follows the principle of issuing the IRC first, followed by the ERC. However, the key innovation lies in data interoperability and shortened appraisal timelines, aimed at reducing administrative procedures and creating more favorable conditions for investors.
Step 1: Issuance of the Investment Registration Certificate (IRC) Pursuant to Article 37 of the Law on Investment and the guidelines in Decree No. 96/2026/ND-CP, the process is as follows:
- Dossier: Includes the application form for project implementation, documents proving the investor’s legal status, financial capacity explanation, project proposal, and documents on land-use rights or site usage rights.
- Processing time: Shortened to approximately 10–15 working days for projects not subject to investment policy approval.
- New adjustment: The investment registration authority has strengthened the use of the National Investment Information System for appraisal, minimizing the requirement to submit hard-copy documents.
Step 2: Issuance of the Enterprise Registration Certificate (ERC).
After obtaining the IRC, the investor proceeds with the establishment of the economic organization in accordance with Decree No. 01/2021/ND-CP:
- Competent authority: Business Registration Division under the Department of Planning and Investment.
- Time limit: Within 03 working days from the date of receipt of a complete and valid dossier.
- Note: The enterprise’s tax identification number is the same as the enterprise registration number stated on the ERC.
Key Changes in the Amendment Procedures
This is the area that generates the most complications for enterprises. Under the latest regulations, the amendment procedures have undergone important shifts.
Separation between project content and business registration content
Many investors mistakenly believe that amending only one type of certificate is sufficient. In reality, pursuant to Article 41 of the Law on Investment and Article 51 of Decree No. 01/2021/ND-CP:
- If the change relates to the project (objectives, scale, investment capital, schedule, investors, or any content recorded in the IRC): The IRC must be adjusted first.
- If the change relates to the enterprise (company name, head office address, legal representative, business lines): The ERC must be adjusted.
- If changes affect both simultaneously (for example, an increase in investment capital leading to an increase in charter capital): A parallel procedure must be followed, with the IRC serving as the prerequisite for recording the change in the ERC.
Improvements in dossier requirements and submission procedures
Acceptance of electronic copies: In line with the digital transformation trend under Decree No. 96/2026/ND-CP, electronically notarized or certified documents have the same legal validity as originals. This helps foreign investors save time on consular legalization for certain identification documents.
Interlinked procedures: For changes to contact information (telephone number, email, investor’s address on the IRC), the process has been simplified through notification or direct updating on the system without requiring a full re-appraisal of the project.
Risk Analysis and Expert Recommendations
The adjustment of IRC/ERC is the area with the highest incidence of complications and legal risks for FDI enterprises in Vietnam in 2026. Although the law has strongly shifted toward “post-inspection” and digital transformation, inconsistencies between legal dossiers (IRC/ERC) and actual operations can still lead to serious consequences: administrative fines, tax procedure obstacles, and difficulties in remitting profits abroad.
The following table summarizes key points to note in order to avoid administrative penalties (fines ranging from VND 70–100 million under the regulations on sanctions in the investment sector):
| Content of Change | Priority of Procedure | Legal Basis |
| Investment capital & Charter capital | Adjust IRC first, then adjust ERC | Clause 2, Article 47 of Decree 31 & Article 51 of Decree 01 |
| Project implementation location | Adjust IRC (note compliance with provincial planning) | Decree No. 96/2026/ND-CP |
| Investor information | Update IRC | Article 41 of the Law on Investment 2020 |
| Legal representative | Adjust ERC only | Law on Enterprises 2020 |
Expert recommendations from Siglaw for enterprises are as follows:
- Periodic review: FDI enterprises should regularly review the capital contribution progress and project implementation schedule recorded in the IRC. Failure to carry out extension or adjustment procedures in case of delays will create difficulties when performing tax procedures and remitting profits abroad.
- Systematization of documents: Always keep ready the financial statements for the two most recent years and bank balance confirmations to prove financial capacity when applying for capital increases.
- Utilization of online submission: Submitting dossiers through the National Investment Information Portal not only ensures transparent tracking of the dossier timeline but also often receives priority for faster processing compared to in-person submission.
A correct and complete understanding of the IRC/ERC procedures under the latest Decrees is not merely legal knowledge but also a competitive advantage. Consistency between project dossiers and actual business operations serves as a “shield” protecting investors from unnecessary legal risks in the Vietnamese market. At the same time, it enables investors to save significant human resources, time, and financial costs throughout the dossier-handling process.
For more detailed consultation, please contact Siglaw Firm via the following channels:
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