5 Reasons You Still Need to Apply for Investment Registration Certificate in Vietnam in the ERC-First Era

Quick Reference

Yes, you still need the IRC. The Law on Investment 2025 (No. 143/2025/QH15) lets foreign investors set up a company (get the ERC) before completing IRC procedures. But if your project is in the IRC-required category, you must still get the IRC before you start the project. The new law changed the order. It did not remove the requirement.

Change of Order: to Get ERC before IRC

Since March 1, 2026, foreign investors can set up a company in Vietnam first and handle investment registration later. But you still need to apply for investment registration certificate in Vietnam with the same urgency as before.

In particular, the 2025 Investment Law lets foreign investors form a company before applying for the IRC. But the same law says that if your project is in the IRC required category, you must get the IRC before you start the project. The order changed. And that makes timing and planning more important.

Now we will explain reasons why foreign investors still need to apply for investment registration certificate in Vietnam, even in the ERC first era.

Why This Matters Right Now

A detailed how-to guide on the IRC application process will explain steps by steps procedures.  This is not a steps by steps guide.

The bigger problem right now is a potential wrong assumption during the transition after March 1, 2026.

Many investors hear “ERC-first” and think the IRC stage is now optional or less important. The 2025 Investment Law does not say that. It lets you form the company first. But it still requires you to get the IRC before starting the project, if the project is in the IRC category.

So the real question is why do investors need to apply for investment registration certificate in Vietnam if they can now form the company first.

Here are the five reasons.

ERC-First Changed the Order, Not the Requirement

The 2025 Investment Law says foreign investors can set up a company before completing the IRC procedure. But the investor must meet market access conditions at the time of company setup.

At the same time, the law also says that, for projects that require an IRC, you must finish the IRC procedure before you start the project. So if your project is in that category, you still need to apply for investment registration certificate in Vietnam. You can form the company first. But you cannot start the project first.

The IRC Is Still the Legal Gate to Starting Your Project

The 2025 Investment Law links the IRC directly to project implementation. If your project requires an IRC, you must get it before you start.

This matters in practice. Most foreign investors do not just want a company name on paper. They want to lease office space, bring in capital, build facilities, sign contracts, hire staff, and start earning revenue. If your project needs an IRC, the company alone does not give you the right to do any of that. You must still apply for investment registration certificate in Vietnam within the required timeframe before your project can legally move forward.

The IRC Is How the Government Tracks Your Project

The IRC is the main tool the Vietnamese government uses to manage and monitor foreign investment projects.

Under the 2025 Investment Law, the IRC is the basis for getting land allocated or leased, changing land use purpose, going through later administrative procedures, government inspections, and other state management of your project. This makes the IRC even more important than before.

When you apply for investment registration certificate in Vietnam, you are making your project visible to the entire government system, including tax, labour, land, and enforcement.

Market Access Rules Still Apply from the Start

ERC-first did not remove foreign investor screening. It just moved part of the process earlier.

When you set up your company first under the new rules, you must already meet the market access conditions the 2025 Investment Law. These conditions can include limits on foreign ownership, allowed types of investment, what activities you can do, requirements about your qualifications as an investor, whether you need a Vietnamese partner, and other rules from laws, decrees, or international agreements.

This means the decision to apply for investment registration certificate in Vietnam is part of a bigger compliance picture. It starts the moment you choose your business lines, decide on ownership structure, and check sector restrictions.

The ERC-first era did not reduce the amount of legal homework. It moved some of it earlier and made the IRC stage depend more on getting the early steps right.

The Right Authority Depends on Where Your Project Is

You need to apply for investment registration certificate in Vietnam to the right authority. Which authority handles your IRC depends on where your project is located.

Authority	Which projects?
Management Board	Projects inside industrial parks, export processing zones, high-tech parks, digital technology zones, and economic zones.
Department of Finance	Projects outside those zones (except special cases). Note: after the merger of the Ministry of Planning and Investment into the Ministry of Finance, provincial Departments of Finance now handle this role. This used to be the Department of Planning and Investment (DPI).
Investment Registration Authority at the executive office	Projects in two or more provinces, projects both inside and outside zones, or projects in zones with no Management Board.

This is why the question is not just whether you need an IRC. It is also where you apply and to whom. This is especially important if you plan to operate in more than one location in Vietnam.

Frequently Asked Questions

Q1: Do I still need to apply for investment registration certificate in Vietnam after March 1, 2026?

Yes, if your project is in the IRC-required category. The 2025 Investment Law lets you set up the company first, but you still must get the IRC before starting the project.

Q2: Does ERC-first mean I can skip the IRC?

No. ERC-first changes the order. You can form your company earlier. But if your project needs an IRC, you still need to get it before project implementation.

Q3: Can I start business operations with just the ERC?

It depends. You can do some preparation work like opening a bank account or signing early agreements. But if your project is in the IRC category, you cannot start the actual project without the IRC.

Q4: Why is the IRC still important if I already have a company?

Because the company and the project are different things legally. The ERC creates your company. The IRC approves your project. Having the company does not mean your project is approved.

Q5: Who issues the IRC?

It depends on where your project is. The Management Board handles projects inside industrial parks, high-tech parks, and economic zones. The Department of Finance handles projects outside those zones. For projects in multiple provinces, the investment registration authority at the executive office location handles it.

Conclusion

If your project is in the IRC category, you still need to apply for investment registration certificate in Vietnam before starting the project.

The 2025 Investment Law (No. 143/2025/QH15) did not remove the IRC. It changed when the IRC appears in the process. It separated company formation from project registration. And it kept the IRC as the the government’s main tool for supervising foreign investment, and the basis for land use, inspections, and other official procedures.

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