Vietnam Business License: ERC, IRC and Sector Approvals

Key takeaways

• An ERC proves that the enterprise exists; it is not a universal operating licence.
• An IRC concerns an investment project and remains required for the project categories identified in the current investment law.
• A conditional business line can add a pre-operation approval, continuing condition, or both, even after the ERC and IRC are in place.
• Foreign ownership, the investment method, project location and activity scope should be tested before documents are drafted.
• Launch readiness is proved by the complete approval stack and its conditions, not by a single certificate number.

What do the ERC, IRC and sector approvals each control?

The three instruments answer different legal questions. The ERC records the enterprise under company law. The IRC records an investment project where the investment framework requires that procedure. Sector approvals deal with the right to conduct a regulated activity, use particular premises, handle controlled products or rely on qualified personnel.

The distinction is explicit in the Law on Investment 2025 . Article 26 identifies projects subject to IRC procedures, while Article 7 treats conditional lines as a separate set of business conditions. Those conditions can take the form of licences, certificates, practising credentials, written approvals or operating requirements without a separate written confirmation.

The practical test is not “Which certificate do we have?” but “Which legal question remains unanswered?” A software consultancy without controlled services may have a shorter stack than a food producer, logistics operator, education provider or business handling regulated technology.

How did the 2026 sequencing rule change?

Older Vietnam setup summaries often present one rigid order: IRC first, then ERC. That description is no longer sufficient. Article 19 of Law 143/2025/QH15 allows a foreign investor to establish an economic entity for an investment project before carrying out the procedure to issue or amend an investment certificate, provided the investor satisfies the applicable foreign-investor market-access conditions at entity establishment.

This flexibility does not erase the project gate. Article 26 still places investment projects of foreign investors, and specified foreign-controlled economic organisations, within the IRC procedure. Article 29 then requires a project that is subject to an IRC to obtain it before project execution. The order of filings may therefore be more flexible, while the order of permission remains controlled.

A founder should decide the sequence only after four facts are fixed: who invests, what ownership percentage will result, what project is being executed, and where it will operate. The project may also require prior investment-policy approval because of its sector, scale, land use or other statutory feature. That is a separate gate and cannot be inferred from the intended company type.

HSJGlobal's Vietnam company registration and business setup page provides the broader formation context. For an actual filing, the current investment law, its implementing instruments and the responsible provincial or zone authority should control the route.

Which approvals does the proposed operation need?

Build the stack from operating facts, not from a generic company checklist. Begin with the activity code and a plain description of what customers will buy. Then add products, channels, premises, equipment, foreign ownership, investment location and responsible personnel. Each fact may point to a different approval layer.

1. Foreign-investor gate: confirm whether the line is closed, conditionally open or treated like domestic investment, including ownership, investment form, business scope and partner conditions.
2. Project gate: identify any investment-policy approval and IRC requirement, together with the authority determined by project location.
3. Entity gate: select and register the legal form, name, address, charter capital, owners, legal representative and business lines for the ERC dossier.
4. Activity gate: identify each sector licence, certificate, notification or continuing business condition tied to the exact goods and services.
5. Operational gate: check land, construction, environment, fire safety, food, product, import-export, labour and professional requirements only where the real operation triggers them.

The National Business Registration Portal is the official starting point for enterprise information and published business conditions. A portal category is not itself approval; the competent authority's current procedure and the legal instrument governing that activity determine the evidence and timing.

A negative conclusion also needs support. If the team decides that a sector approval is not required, retain the activity description, legal basis, portal page, date checked and the name of the reviewer. Revisit that conclusion before adding a product, changing the delivery channel or moving premises. This is particularly important where a broad registered business line contains both regulated and unregulated services.

Project location changes the map as well as the address. The current law allocates IRC authority to relevant management boards for projects inside specified zones and to provincial Departments of Finance for projects outside those zones, with a separate rule for projects spanning jurisdictions or zone boundaries. Confirm the receiving body before finalising resolutions, powers of attorney and location evidence.

How should evidence be organised for each decision?

Do not merge every document into one undifferentiated pack. Build an evidence index around the authority's decision. For foreign-investor access, record nationality, treaty position, ownership, investment method, partner conditions and the precise business scope. For the project, record objectives, capital, funding capacity, location, duration, land or premises basis and any policy-approval feature.

For the enterprise, align the proposed name, legal form, registered office, charter capital, owners, legal representative and registered business lines. For the operating layer, separate premises plans, equipment, product files, manager credentials, fire or environmental evidence and any sector-specific undertaking. A document belongs only where it answers the question being decided.

Foreign documents may need formalisation and Vietnamese translation depending on the document and procedure. Confirm the live rule with the receiving authority before execution; do not assume that a notarised English copy, a consular document or an electronic extract is accepted in every procedure. Name consistency matters across passports, corporate records, resolutions and project papers.

A controlled application file should preserve the form version, signed submission, attachments, acknowledgement, authority correspondence and final certificate. HSJGlobal's guide to building a traceable licence application file explains how to connect each statement to evidence without treating a generic checklist as law.

When may the business actually begin operating?

Entity registration, project permission and operational readiness can finish at different times. The launch owner should maintain a gate register listing each approval, its authority, application reference, issue date, effective date, location, covered activities, conditions, expiry or review trigger and evidence owner.

Classify each item as one of four states: not applicable with reasons; required but not yet filed; filed but not yet effective; or effective with conditions met. A submission receipt is not the same as permission. Likewise, a certificate can be valid while the business remains unable to open because a pre-operation inspection, location condition or specialist appointment is outstanding.

After launch, the same register should control changes. An amended activity, project objective, investor, capital plan, address, site layout, product or responsible person may require an IRC or ERC update, a notification, a replacement sector approval or fresh premises evidence. The authority and existing certificate terms determine the response.

Treat “ready to trade” as a documented internal decision, signed only after every applicable pre-opening condition has an effective record. This protects the enterprise from confusing a corporate milestone with a regulatory permission.

What should a foreign founder decide next?

Freeze a one-page operating model before committing to the legal form or lease. State the investors and ownership percentages, project objectives, exact revenue activities, proposed province or zone, premises use, products, customer type, staffing model and expected launch date. Then classify each fact against foreign-investor access, project permission, entity registration and sector conditions.

If a controlled activity or land-intensive project is involved, resolve that issue before treating formation as the critical path. If the activity is not conditional and the project has a straightforward location, the file may be simpler, but the conclusion should still be evidenced. Record why a gate is not applicable rather than leaving it blank.

The final deliverable should be a sequenced authority map: decision, responsible authority, filing dependency, required evidence, expected output and launch consequence. Assign a named owner and review date to every unresolved gate. This makes it possible to choose an ERC/IRC sequence under current law without assuming that either document covers the operating permissions that follow.