What are IRC & ERC? These are two important legal concepts in business operations, especially for foreign-invested enterprises in Vietnam. IRC relates to investment registration and serves as the legal basis for implementing an investment project. ERC, meanwhile, concerns enterprise registration and confirms the legal status of a business. Understanding the differences between IRC & ERC helps investors and enterprises comply with regulations, minimize legal risks, and operate efficiently and sustainably.
What are IRC & ERC?
IRC stands for Investment Registration Certificate. Under Clause 11, Article 3 of the Law on Investment 2020, an IRC is a paper or electronic document that records information registered by an investor regarding an investment project.
ERC stands for Enterprise Registration Certificate. According to Clause 15, Article 4 of the Law on Enterprises 2020, an ERC is a paper or electronic document issued by the Business Registration Authority that records enterprise registration information.
Differences Between IRC & ERC
Although both are important legal certificates, IRC & ERC differ in several aspects:
Governing Laws
- IRC is primarily governed by the Law on Investment 2020.
- ERC is primarily governed by the Law on Enterprises 2020.
Issuing Authorities
- IRC is issued by the Investment Registration Authority under the Department of Finance/Department of Planning and Investment.
- ERC is issued by the Business Registration Office under the Department of Finance/Department of Planning and Investment.
Issuance Order
In most foreign investment projects, investors must first obtain an IRC before applying for an ERC.
Certificate Contents
The contents of an IRC are regulated under Article 40 of the Law on Investment 2020, while the contents of an ERC are prescribed in Article 28 of the Law on Enterprises 2020.
The Roles of IRC & ERC in Business Operations
IRC and ERC both play essential roles in establishing and operating businesses in Vietnam, particularly for foreign investors and investment organizations.
Role of IRC
Approval of Foreign Investment Projects
An IRC is required for foreign investors carrying out investment projects in Vietnam. It serves as legal confirmation that the investment project has been approved by the competent authority.
Basis for Investment Activities
The IRC allows investors to legally implement their investment projects, including establishing enterprises, building facilities, and conducting business activities.
Compliance with Investment Conditions
The IRC may specify conditions relating to business sectors, foreign ownership ratios, investment incentives, and other legal requirements applicable to the project.
Fulfillment of Legal Obligations
After obtaining an IRC, investors must comply with obligations concerning taxes, environmental protection, reporting requirements, and other legal responsibilities under Vietnamese law.
Role of ERC
Confirmation of Legal Status
The ERC officially certifies that an enterprise has been legally established in Vietnam and has full legal entity status.
Enterprise Information Record
The ERC contains key information such as:
- Enterprise name;
- Enterprise code;
- Head office address;
- Charter capital;
- Business lines;
- Legal representative information;
- Shareholder or member information, depending on the business type.
Authorization to Conduct Business
An ERC enables enterprises to:
- Conduct commercial activities;
- Sign contracts;
- Open bank accounts;
- Recruit employees;
- Fulfill tax obligations.
Compliance with State Management Requirements
The ERC confirms that the enterprise is registered with state authorities and subject to regulations concerning taxation, labor, insurance, and other compliance obligations.
What Information Do IRC and ERC Contain?
Contents of an IRC
Pursuant to Article 40 of the Law on Investment 2020, an IRC includes the following information:
- Investment project name;
- Investor information;
- Investment project code;
- Project location and land use area;
- Investment objectives and project scale;
- Total investment capital, including contributed capital and mobilized capital;
- Operational duration of the project;
- Project implementation schedule, including:
- Capital contribution schedule;
- Progress of project objectives and development phases;
- Investment incentives and support measures (if any);
- Conditions applicable to investors (if any).
Contents of an ERC
According to Article 28 of the Law on Enterprises 2020, an ERC includes:
- Enterprise name and enterprise code;
- Head office address;
- Information about the legal representative, including:
- Full name;
- Nationality;
- Contact address;
- Legal identification number;
- Information about company members, shareholders, or business owners depending on the enterprise type;
- Charter capital for companies or investment capital for private enterprises.
IRC & ERC Consulting Services at Siglaw Firm
Obtaining IRC & ERC certificates is a critical step for ensuring lawful and effective business operations in Vietnam. Siglaw Firm provides comprehensive consulting and support services for IRC & ERC applications, helping investors complete procedures efficiently and accurately.
Siglaw Firm’s services include:
- Consulting on conditions and procedures for obtaining an IRC;
- Advising on suitable investment sectors and business lines;
- Supporting the selection of appropriate enterprise types;
- Consulting on enterprise establishment and ERC registration procedures;
- Preparing complete application dossiers for IRC & ERC;
- Representing clients in submitting applications to competent authorities;
- Supporting amendments to certificates, including changes in capital, business lines, or project locations;
- Assisting with license renewals and compliance procedures;
- Resolving issues arising during the licensing process;
- Coordinating with state authorities to ensure timely processing;
- Receiving certificates and delivering them to clients;
- Providing post-licensing consultation regarding operational and compliance obligations.
With extensive experience and a professional legal team, Siglaw Firm is committed to delivering efficient and reliable services that save clients time and reduce legal risks. Contact us:
Headquarters in Hanoi: No. 44/A32 – NV13, Geleximco Area A, Le Trong Tan Street, Tay Mo Ward, Hanoi, Vietnam.
Southern Branch: No. 103 – 105 Nguyen Dinh Chieu Street, Xuan Hoa Ward, Ho Chi Minh City, Vietnam.
Central Branch: VIFC DN – ICT Building, Software Park No. 2, Nhu Nguyet Street, Hai Chau Ward, Da Nang, Vietnam.
Hotline: 0961 366 238
Facebook: https://www.facebook.com/hangluatSiglaw
