Under Article 19(2) of Vietnam\u2019s 2025 Investment Law, a foreign investor may establish an economic organization for an investment project before applying for or amending the Investment Registration Certificate (IRC). This changes the possible order of steps; it does not waive an IRC where the project requires one. Market access conditions under Article 8 must still be satisfied when the company is established. The Law took general effect on 1 March 2026, and Decree 96\/2026\/ND-CP supplies implementing rules from 31 March 2026.<\/p>\n
Article 72 of Decree 96 requires the newly established company to complete the IRC procedure for a project consistent with its registered activities within 12 months of establishment. The company registration filing under this route includes a commitment to comply with foreign investor market access conditions. An Enterprise Registration Certificate (ERC) alone does not authorize the company to implement a project for which an IRC is required. The timing for adding other business lines under this route also needs checking against Article 72.<\/p>\n
Define the proposed activities narrowly enough to test foreign ownership limits, relevant treaties and sector licences. Verify that the proposed office or project site can legally support the activity. Align project capital, contribution timetable, company governance and funding route across the corporate and investment filings. Finally, check whether the project needs an investment policy approval: if so, that approval must be addressed under the Law before the project is implemented.<\/p>\n
For projects requiring an IRC, the relevant management board normally handles projects within its industrial, export processing, high tech or economic zone; the provincial Department of Finance normally handles projects outside these zones, subject to the special cases in Article 27. Delays often arise from broad business descriptions, weak evidence of site rights, or inconsistent capital and implementation schedules. There is no universal minimum capital figure for every industry; sector rules and the actual project matter.<\/p>\n
KM Union can assess market access, choose the appropriate ERC and IRC sequence, review premises and prepare filings around the actual business model. Send us the investor\u2019s nationality, intended activities, ownership percentage, location and proposed capital for an initial review.<\/p>\n
Lu\u1eadt \u0110\u1ea7u t\u01b0 s\u1ed1 143\/2025\/QH15, \u0110i\u1ec1u 8, 19, 26, 27 v\u00e0 29<\/a><\/p>\n Ngh\u1ecb \u0111\u1ecbnh s\u1ed1 96\/2026\/N\u0110-CP, \u0110i\u1ec1u 72 v\u00e0 73<\/a><\/p>\n