HOW DO IRC AND ERC DIFFER?

How do IRC and ERC differ? This is a question that many foreign investors, especially those entering the Vietnamese market for the first time, often encounter when preparing to implement investment projects. The failure to clearly distinguish between these two types of legal documents is a common cause leading to errors in the procedural order, application rejections, or legal risks during operations. The article below provides a detailed analysis of the differences between the IRC (Investment Registration Certificate) and the ERC (Enterprise Registration Certificate) in accordance with the Law on Investment 2025 and current legal regulations. 

LEGAL BASIS

• Law on Investment No. 143/2025/QH15 dated December 11, 2025 (Law on Investment 2025), effective from March 1, 2026; 
• Decree No. 96/2026/ND-CP dated March 28, 2026, of the Government detailing and guiding the implementation of a number of articles of the Law on Investment, effective from March 31, 2026; 
• Law on Enterprises No. 59/2020/QH14 dated June 17, 2020 (Law on Enterprises 2020), effective from January 1, 2021. 

I. WHAT ARE THE CONCEPTS OF IRC AND ERC?

1.1. What is an IRC – Investment Registration Certificate?

IRC stands for Investment Registration Certificate. According to Clause 11, Article 3 of the Law on Investment 2025, an Investment Registration Certificate is a document in paper or electronic form that records the registration information of an investor regarding an investment project. The IRC is issued by the competent investment registration authority, depending on the type of project and the location of implementation. 

The IRC confirms that the investment project has been acknowledged and approved by the state authority. In essence, the IRC is tied to the investment project, not to the enterprise. Therefore, a business can hold multiple IRCs if it implements multiple investment projects in different locations. 

1.2. What is an ERC – Enterprise Registration Certificate?

ERC stands for Enterprise Registration Certificate. According to Clause 15, Article 4 of the Law on Enterprises 2020, an Enterprise Registration Certificate is a document in paper or electronic form that records information on enterprise registration issued to an enterprise by the Business Registration Authority. 

The ERC is issued by the Business Registration Office under the Department of Finance—which is the regulated business registration authority. Unlike the IRC, the ERC is tied to the legal entity status of the enterprise, confirming the lawful existence of the enterprise within the Vietnamese legal system. Each enterprise is issued only one unique ERC. 

II. CONTENTS OF IRC AND ERC

2.1. Contents of the IRC (Investment Registration Certificate)

According to the provisions of Article 37 of Decree No. 96/2026/ND-CP, the contents of the Investment Registration Certificate (IRC) include the following information: 

• Investment project code; 
• Name of the investment project; 
• Investor implementing the project; 
• Project location, land area used; 
• Objectives and scale of the investment project; 
• Investment capital of the project (including the investor’s contributed capital and mobilized capital); 
• Operational term of the project; 
• Implementation schedule of the investment project; 
• Investment incentives and support (if any); 
• Conditions applied to the investor (if any). 

Thus, the IRC focuses on reflecting all information regarding the specific investment project that the investor intends to deploy in Vietnam, including capital scale, location, schedule, and operational term. 

2.2. Contents of the ERC (Enterprise Registration Certificate)

According to Article 28 of the Law on Enterprises 2020, the Enterprise Registration Certificate (ERC) records the following information: 

• Name of the enterprise and enterprise code; 
• Headquarters address of the enterprise; 
• Full name, contact address, nationality, and legal document number of the individual acting as the legal representative of the enterprise; 
• Charter capital of the enterprise; 

Unlike the IRC, the ERC does not reflect any information about a specific investment project. The ERC only confirms the creation and legal status of the enterprise, enabling the enterprise to conduct civil transactions, sign contracts, and fulfill tax obligations in Vietnam. 

III. HOW DO IRC AND ERC DIFFER? A DETAILED COMPARISON TABLE

To clearly understand how the IRC and ERC differ, the comparison table below summarizes the key distinguishing points between these two types of documents: 

IV. PROCEDURES FOR ISSUANCE OF IRC AND ERC UNDER THE LAW ON INVESTMENT 2025

One of the most important changes in the Law on Investment 2025 (No. 143/2025/QH15) is the adjustment of the procedural order between the IRC and ERC for foreign investors. Specifically: 

4.1. Old Procedure (Prior to March 1, 2026)

According to previous regulations, foreign investors had to apply for the IRC first, and only then could they proceed with enterprise registration procedures to obtain the ERC. That is: IRC → ERC. This order caused many practical difficulties as investors did not yet possess legal entity status to sign office lease contracts, recruit personnel, or perform preparatory work for the project. 

4.2. New Procedure (From March 1, 2026)

The Law on Investment 2025 has fundamentally reformed this sequence. Accordingly, foreign investors are permitted to establish an enterprise (apply for an ERC) first, and subsequently complete the procedures to apply for an IRC. That is: ERC → IRC. This provision is detailed in Decree No. 96/2026/ND-CP, which explicitly states: economic organizations are allowed to be established first, and then supplement and perform procedures for the issuance of the Investment Registration Certificate within a 12-month period. 

Note: The IRC remains a mandatory legal requirement for investment projects of foreign investors subject to IRC issuance under Article 26 of the Law on Investment 2025. FDI enterprises that have been granted an ERC but do not yet have an IRC must still complete this procedure within 12 months. 

• In addition, at the time of registering the establishment of the enterprise, foreign investors must include a commitment to satisfy market access conditions for foreign investors in the enterprise registration application form as prescribed in Decree No. 96/2026/ND-CP. 

V. FREQUENTLY ASKED QUESTIONS ABOUT IRC AND ERC

Question 1: Can a foreign investor conduct business activities with only an ERC and without an IRC? 

In principle, an FDI enterprise that already has an ERC can carry out certain preparatory activities while awaiting the issuance of the IRC. However, the enterprise is only allowed to execute the investment project after completing the IRC issuance procedures as regulated. Failure to complete the IRC application procedures within the 12-month time limit may result in legal complications for the enterprise’s operations. 

Question 2: When changing the headquarters address, does an FDI enterprise have to adjust both the IRC and the ERC? 

In the event that a change in the headquarters address leads to a change in the project implementation location recorded on the IRC, the enterprise needs to adjust both the IRC and the ERC. Typically, the procedure to adjust the ERC is performed first, followed by the adjustment of the IRC in accordance with regulations. The reference legal bases are the Law on Investment 2025 and Decree No. 96/2026/ND-CP. 

CONCLUSION

IRC and ERC differ in their legal nature, issuing authorities, recorded contents, and intended purposes. The IRC (Investment Registration Certificate) is tied to the project, confirming the legality of the investment activity; whereas the ERC (Enterprise Registration Certificate) is tied to the legal entity, confirming the lawful existence of the enterprise. These are two mandatory types of documents that complement each other and cannot substitute for one another for FDI enterprises in Vietnam. 

In particular, under the Law on Investment 2025 (No. 143/2025/QH15) and Decree No. 96/2026/ND-CP, the sequence has been amended to favor “ERC first, IRC later” in order to provide maximum facilitation for foreign investors during the preparation and deployment stages of projects in Vietnam. Clearly understanding the differences between the IRC and ERC will help investors take proactive steps during procedural execution, minimize legal risks, and accelerate their market entry pace.