Vietnam Company Registration Process: From Planning to Operation

Key takeaways

• Route: a foreign investor can now establish the economic organization before its IRC, but the 12-month deadline and pre-IRC operating limits make this a controlled route, not a shortcut.
• Number: a valid ERC dossier is reviewed within three working days; a non-policy-approval IRC dossier has a ten-working-day decision period once valid.
• Condition: the legal representative, business lines, capital, ownership, address and project economics must tell the same story across both registries and the bank.
• Action: retain receipts, notices, certificates, payment confirmations and authority acceptances as a launch evidence pack.
• Risk: an issued ERC does not cure a missing IRC, incomplete capital contribution, unaccepted e-invoice registration or absent sector licence.

Define the registration finish line before you start

The process has three different finish lines. Entity establishment means that the company has an ERC and enterprise code. Project authorization means that an IRC and any investment-policy approval required for the project are effective. Operational readiness means that capital, accounts, tax and invoicing, accounting, premises and sector permissions are aligned well enough for the intended contract, invoice, payment, hiring or import activity.

Confusing these states is the most common planning error. An ERC proves that an enterprise exists under the Law on Enterprises 59/2020/QH14 , as amended by Law 76/2025/QH15 . It does not replace an IRC for a project that the investment law requires to be registered, and it does not certify compliance with a conditional-business rule. The 2025 amendments also changed enterprise-registration disclosures, including beneficial-owner information; current submissions should use the post-August 2026 forms rather than an older saved template.

Choose the legal and investment route

Start with the exact activities and revenue model, then test foreign-market-access conditions, the investor’s nationality and ownership chain, the project site, land use, technology, capital scale and whether the project needs investment-policy approval. The governing investment statute is now Law 143/2025/QH15, effective March 1, 2026; Decree 96/2026/NĐ-CP , effective March 31, 2026, supplies the current implementation detail. Older formation charts built solely around the 2020 law can therefore point to the wrong sequence.

The company-first route comes from Article 72 of Decree 96 . It allows the foreign investor to establish the economic organization before obtaining the IRC, but requires the ERC application to contain a commitment to satisfy foreign market-access conditions. The organization then has 12 months from establishment to complete the IRC for a project matching its registered lines; it may not add other lines or implement the project beforehand. Charter capital and total project investment capital may differ, but the company’s contribution and mobilization must follow the IRC schedule.

This route can help establish a legal counterparty earlier, but it creates a hard dependency rather than operating permission. Use it only when the IRC dossier, site and market-access evidence have a credible path to approval. For a project in an industrial, export-processing, high-tech, digital-technology or economic zone, the zone management board is normally the IRC authority; outside those zones, the provincial Department of Finance normally acts. Multi-province projects follow the allocation rules in Article 27 of Law 143 and Decree 96.

Route selection is where coordinated formation execution across both registries is most valuable: the ERC name, activities, owners and charter capital should be designed around the project facts that the IRC authority and the bank will later test.

Freeze the company and project data

Build one controlled data sheet before completing either application. Record the proposed Vietnamese and foreign-language names, entity type, head-office address, business lines and industry codes, charter capital, owners or shareholders, legal representative, tax-registration choices and beneficial-owner information required by the current form. For a project, add objectives, location, land or lease evidence, total investment, funding sources, implementation schedule, term, labor assumptions, technology and incentives requested.

Use the entity-specific form prescribed by Circular 121/2026/TT-BTC , effective August 21, 2026, which amended the 2025 enterprise-registration forms. The current forms distinguish, among others, a one-member limited liability company, a multiple-member limited liability company and a joint-stock company. Do not convert an old form by changing its heading; fields and declarations can be legally significant.

Document pack controls

• Investor identity: passports or corporate records, authority and signatory evidence, and ownership-chain data. Plan consular legalization or treaty-based exemption, Vietnamese translation and certification where required.
• Constitution: charter, member or shareholder list and resolutions that agree on ownership, capital, governance and the legal representative.
• Address and site: verify that the head office can legally host an enterprise. Separately document the project location, lessor rights, planning compatibility and premises needed for a regulated activity.
• Financial capacity: use evidence that supports the investment amount and schedule, not merely a convenient charter-capital number.
• Authorization: identify the actual submitter and prepare the power of attorney or service contract before electronic authentication.

Run three consistency checks. First, every proposed revenue stream should map to a registered line and any market-access condition. Second, the ERC charter capital, IRC investor contribution and bank funding plan must reconcile. Third, the head office and project site must not be treated as interchangeable unless they truly are the same location and the site can support the activity. Freeze version numbers and signatory names so a late corporate resolution does not invalidate translated or uploaded documents.

File the ERC and any required IRC

ERC: account to downloadable result

1. Access and authenticate. Sign in through the National Public Service Portal or the national identity application to reach the National Enterprise Registration Information System. Electronic identity authentication applies to the filer and, where relevant, the authorized filer; the National Business Registration Portal’s July 2026 notice confirms the current authentication rollout.
2. Select and complete the transaction. Choose new enterprise registration and the correct entity form. Enter the structured data rather than relying on attachments to correct a field.
3. Upload the signed electronic dossier. Attach the application, charter, owner or shareholder records, resolutions, identity and authorization documents, beneficial-owner information where required, and any entity-specific evidence. The submitter authenticates and sends the dossier.
4. Pay the displayed amount. The official fee schedule publishes a VND 50,000 enterprise-registration fee and a separate VND 100,000 registration-publication fee. Electronic enterprise registration is exempt from the registration fee under that schedule; confirm the live payment screen because the publication charge and transaction method remain relevant.
5. Save the receipt and appointment. After submission, download the electronic receipt showing the dossier code and expected result date. Use that code, not an informal email thread, to track status.
6. Monitor, supplement or receive. The business registration authority exchanges tax-registration data and posts the result or a reasoned notice. A valid dossier has a statutory three-working-day review period from receipt. If supplementation is requested, respond to every item and resubmit within 60 days of the notice; otherwise the filing expires and must be restarted.
7. Download and verify. Save the ERC and publication result, then compare the enterprise name, code, address, capital, owners and legal representative against the approved source sheet before using them in banking or tax records.

These mechanics reflect Decree 168/2025/NĐ-CP as amended by Decree 296/2026/NĐ-CP , effective July 23, 2026. A three-day legal review is not a three-day launch forecast: the clock assumes receipt of a complete dossier, and authentication, translation, payment, correction and publication sit around it.

IRC: project declaration to certificate

For a project that does not require investment-policy approval, submit one dossier to the competent investment registration authority. The core evidence covers the investor, project proposal, financial capacity, project location or lawful site basis, technology where controlled and explanations of market-access conditions. Article 39 of Decree 96 gives the authority ten working days from a valid dossier to issue the IRC when the statutory conditions are met. A project requiring policy approval follows that decision first, so no universal ten-day end-to-end claim is appropriate.

Before filing, declare the project information online in the National Investment Information System. If using the paper route, submit the dossier within ten working days of that declaration or the online declaration expires. Decree 96 also supports online filing with or without a digital signature. With a digital signature, the investor enters data, uploads signed documents and receives an electronic receipt; the authority can send an invalidity or clarification notice within five working days and decides within ten working days of a valid dossier. Without a digital signature, the investor uploads first, then—after an eligibility notice—presents one paper set and the printed receipt within 30 days for comparison; time spent supplying the paper set is excluded from the decision period.

Treat an IRC supplement notice as a project-design issue, not a word-processing task. Resolve the underlying question—site rights, planning compatibility, access condition, capital sufficiency, schedule or technology—then update every affected figure and document. After issue, compare the investor, objectives, location, investment capital, contribution schedule and project term with the ERC and funding plan. An inconsistent certificate pair will surface again at the bank or during project reporting.

Activate the registered company

Post-registration work should run as a dependency board with an owner, due date and acceptance artifact for each item. Do not mark a task complete because an application was sent. Mark it complete when the company can produce the authority, bank or provider result that permits the next transaction.

1. Capital and banking

Open the accounts required by the ownership and transaction structure, complete bank KYC, and make capital contributions through the correct channel. The bank will typically reconcile the ERC and IRC, charter, legal representative, ownership and beneficial-owner records, source of funds and expected transactions. For foreign investment, confirm whether a direct investment capital account or another investment account applies under the current foreign-exchange classification before transferring funds; a normal payment-account deposit is not automatically valid capital evidence.

For limited liability company owners or members and joint-stock-company subscribers, the enterprise law generally requires full charter-capital contribution within 90 days from ERC issuance, subject to its statutory treatment of time needed to import or transfer title to contributed assets. The IRC contribution schedule must also be observed. Save bank credits, SWIFT records, valuation and asset-transfer documents, member or shareholder ledgers and internal confirmations. If the amount or timing changes, assess amendment and reporting consequences before the deadline passes.

2. Tax and electronic invoices

Use the enterprise code for tax administration, establish electronic tax access and signatures, confirm filing obligations and register the company’s electronic-invoice solution before issuing invoices. The current framework is Decree 254/2026/NĐ-CP , effective July 1, 2026. Retain the tax authority’s electronic acceptance notice for e-invoice registration, the configured invoice template and successful transmission evidence; purchasing software alone is not acceptance.

Do not carry an obsolete annual licence-fee task into a 2026 launch checklist. Vietnam ended the business licence fee from January 1, 2026 under Resolution 198/2025/QH15 and its implementing rules, as confirmed in the Government’s current tax guidance . That change does not remove corporate income tax, VAT, withholding, payroll, invoice or other applicable declarations.

3. Accounting, people and records

Appoint or contract the accounting function, determine the applicable Vietnamese accounting regime, establish the chart of accounts and statutory books, fix the financial year and reporting calendar, and collect source documents from the first expense. Assess the company’s annual statutory-audit requirements under the independent-audit rules instead of assuming that a pre-revenue entity is outside scope. Set payroll, labor, social-insurance and work-permit processes before the first hire rather than reconstructing records at year-end.

4. Site and sector permissions

Map each activity to the licence, certificate or operating condition that applies at the actual premises. Depending on the model, this may include retail or distribution rights, education, travel, logistics, food safety, healthcare, construction, environmental, fire-safety, import-export or product approvals. Under the current investment law , registered business lines describe scope; they do not waive sector conditions. Confirm whether approval is required before fit-out, before staffing, before stocking goods or only before opening to customers.

This is the point at which the registered versus operational gap becomes measurable. Each open dependency should identify the blocked act—for example, “cannot issue an accepted VAT invoice,” “cannot receive foreign capital through the intended channel,” or “cannot operate the retail site”—rather than a vague status such as “licensing in progress.”

Plan timing and recover stalled work

Separate statutory decision clocks from planning ranges. The statutory ERC period starts when the authority receives the dossier; the statutory IRC period for a non-policy-approval project starts when the dossier is valid. Neither includes the time needed to settle market access, legalize foreign records, secure a site, authenticate the filer, respond to questions, onboard with a bank or obtain a sector licence.

For budgeting—not as an official guarantee—a simple domestic, unregulated company with frozen inputs may reach basic operational readiness in roughly two to four weeks. A straightforward foreign-owned, unregulated project with ready investor documents and a usable site may need roughly six to twelve weeks. A project requiring investment-policy approval, land, construction or regulated-operation approvals can take three to six months or longer. Define the end point before quoting any range: “ERC issued” and “able to invoice and receive payment lawfully” are materially different.

Recovery playbook

• Authentication or authority failure: confirm the submitter’s verified digital identity, the power of attorney and the competent province or zone. Rebuild the access path before re-uploading files.
• ERC supplement notice: create a response table pairing every authority comment with a corrected form field and attachment. Resubmit within the 60-day life of the notice; a lapsed dossier requires a new filing and receipt.
• IRC declaration expired: if the paper dossier was not submitted within ten working days of the online project declaration, make a fresh declaration rather than relying on the old reference. For the no-digital-signature route, do not miss the separate 30-day paper deadline.
• Market-access or site objection: stop cosmetic revisions. Narrow or restructure the activity, ownership, location or licence path and obtain evidence that answers the legal condition.
• Certificate mismatch: compare a single matrix of names, codes, addresses, investors, capital, schedules and activities. Amend the legally wrong record; do not ask the bank or tax provider to work around it.
• Post-registration stall: name the blocked transaction, the missing acceptance and the responsible party. Escalate bank KYC, e-invoice rejection or sector review with the exact dossier code and evidence of the last completed step.

Apply the operational evidence test

Before the first binding customer commitment or regulated activity, run a transaction-level completion test. Choose the real scenario—signing a sales contract, issuing an invoice, receiving foreign capital, paying a supplier, hiring an expatriate, importing goods or opening a customer-facing site—and require affirmative evidence for each applicable question below.

1. Identity: can the company produce its verified ERC, enterprise code, publication result and constitutional records, all with correct current data?
2. Project: where an IRC or investment-policy approval is required, does it cover this investor, activity, location, capital and implementation stage?
3. Authority: is the signatory the recorded legal representative or validly authorized under the charter and internal approvals?
4. Funding: has due capital been contributed through the correct account and recorded in the ownership and accounting evidence, with the remaining 90-day or IRC schedule controlled?
5. Money flow: are the operating and investment accounts open, usable for the intended currency and payment, and supported by completed KYC?
6. Tax and invoice: are electronic tax access and the e-invoice registration accepted, and can the company issue and transmit the correct invoice for this transaction?
7. Records: is a responsible accounting function in place, with books, source-document retention, payroll and reporting calendars active from the first entry?
8. Premises and permission: are the site, fire, environmental, product and sector conditions that attach to this exact activity satisfied before the relevant trigger?
9. Evidence pack: can a reviewer reproduce the route from application receipts and supplement responses through certificates, authority acceptances, bank credits and licence results?

A “no” does not always mean the company cannot do anything; it means the blocked act must be isolated. A company awaiting a retail-site licence may still be able to complete internal hiring or accounting setup, while a company-first foreign-invested entity awaiting its IRC cannot implement the project. Record the permitted and prohibited acts, the owner of the missing dependency and the evidence that will close it.

The strongest end state is not a folder labelled “company registration.” It is a dated evidence index showing that the chosen legal route, issued certificates, contributed capital, usable accounts, accepted tax and invoice systems, live books and activity-specific permissions all support the company’s next real transaction. That is the point at which planning has become lawful operation.