A Market Access Filter,
Not a Formality.
The Investment Registration Certificate (IRC) decides if you can operate in Vietnam. Don't treat it as just paperwork.
What Is an
Investment Registration Certificate?
The Investment Registration Certificate (IRC) isn't "permission to invest in Vietnam." It's Vietnam's filter for determining which foreign investors can operate in which industries, under what conditions, and with what restrictions.
Most foreign investors treat the IRC as paperwork that comes before company setup. That's backwards. The IRC is where Vietnam decides whether your project fits their economic development priorities, whether your industry is open to foreign ownership, and whether your financial capacity matches your stated plans.
The IRC locks in three critical definitions:
-
1
Your industry scope Which business lines you can legally operate. Adding lines later requires a new application.
-
2
Your investment timeline Project milestones and capital contribution schedules you're committing to.
-
3
Your ownership structure Foreign ownership percentage that triggers different regulatory requirements.
Get the IRC wrong, and you're either stuck with restrictions that limit growth, or you're reapplying from scratch.
Who Actually Needs an IRC?
Determining your requirement status is the first critical step in compliance.
You NEED an IRC if:
- You're a foreign individual or organization establishing a new company in Vietnam.
- You're acquiring shares or contributing capital that pushes foreign ownership above 50%.
- You're investing in a company that already has over 50% foreign ownership.
- Your target industry has conditional market access requirements for foreign investors.
- Your project involves land use, technology transfer, or special economic zones.
You DON'T need an IRC if:
- You're investing in a Vietnamese company where foreign ownership stays at or below 50%.
- You're a Vietnamese citizen or organization with 100% domestic capital.
- You're setting up a Representative Office (different process).
- You're making portfolio investments through the stock market.
- Your contribution doesn't change the company's foreign ownership status.
The IRC vs. ERC Sequence
Rule of thumb: IRC first, then ERC. The Investment Registration Certificate establishes your right to invest. The Enterprise Registration Certificate creates the company.
New foreign company
Buying into existing company (>50%)
Buying into foreign-owned company
Vietnamese company (≤50% foreign)
Capital contribution (≤50% foreign)
The capital contribution path. You can establish a 100% Vietnamese-owned company first (ERC only), then have foreign investors contribute capital later. This triggers IRC requirements only when foreign ownership crosses 50%.
Decision Logic for Your Situation
Condition
If you're 100% foreign-owned
IRC required before any company registration. No exceptions.
Condition
Buying into existing Vietnamese company
Check ownership %. >50% after investment = IRC required.
Condition
Industry on restricted list
Additional approvals beyond IRC. Check WTO & Negative List.
Condition
Need to operate within 30 days
Not realistic. Min IRC timeline 10-15 days + ERC processing.
Condition
Financials < 2 years old
Need alternative proof: Bank statements or funding commitments.
Condition
Plan to change business lines
Include all potential lines initially. Amendments take just as long.
Market Access Conditions
Vietnam doesn't approve IRCs based on how good your documents look. They evaluate whether your project fits their economic priorities.
Approved Easily
- ● Industries explicitly open under WTO
- ● Manufacturing creating local jobs
- ● Tech projects with skills transfer
- ● Export-oriented businesses
- ● Encouraged sectors (Education, Healthcare)
Faces Scrutiny
- ● Retail & distribution (Ownership caps)
- ● Real estate (Specific project types)
- ● Education & Healthcare licensing
- ● Media & Telecommunications
- ● Protection of domestic players
Likely Rejected
- ● Industries on Negative List
- ● No clear location documentation
- ● Financial capacity mismatches scale
- ● Misalignment with planning regs
The Application Process
Eligibility Assessment
Confirm industry openness, market access conditions, location validity, and financial capacity before starting.
Prevents wasted effort on rejected applications.
Document Preparation
Prepare Investment Project Request, Legal Docs (Consular Legalized), Proposal, Financial Proof, Land Docs.
Consular legalization takes 2-3 weeks alone.
Submission & Processing
Submit via National Investment Portal & DPI. Standard timeline: 20-25 working days. Complex: 30+ days.
2025: 100% online submission required.
Post-IRC Steps
Apply for ERC (3-5 days), Open Capital Account, Contribute Capital, Apply for Sub-licenses.
Business lines must match IRC scope.
What CMT Handles
- Pre-application assessment of eligibility
- Document preparation & legalization guidance
- Project proposal drafting aligning with priorities
- Submission and tracking through DPI
- Clarification responses during processing
- Coordination between IRC and ERC applications
- Post-approval guidance on capital accounts
What We Don't Do
- Change Vietnam's market access conditions
- Guarantee approval for borderline cases
- Expedite government processing beyond official timelines
- Provide ongoing accounting or tax compliance
- Act as your legal representative (proxy)
- Handle cases without basic eligibility
Timeline Commitment
CMT completes IRC applications in 10-15 working days with complete, qualified documents. The 98% first-time success rate comes from pre-submission eligibility screening and document quality.
Investment Packages
Basic Package
~1,200 USD
- Eligibility assessment
- Project proposal preparation
- IRC application submission & tracking
- ERC application (following IRC)
- Post-approval compliance checklist
VIP Package
~1,400 USD
- Everything in Basic
- Investment capital account assistance
- Digital signature (Token)
- E-invoice registration
- Company seal set
- 3 months accounting service
- Hanoi office search assistance
Note: Costs vary based on project location, industry complexity, and investment scale.
The Capital Contribution Alternative
If direct IRC application isn't ideal for your timeline, consider the capital contribution path. This works better if you need operations faster or want to test a partnership.
Before You Contact Us
Please Do Reach Out If:
- ✓ You know your target industry & market access conditions
- ✓ You have financial statements ready
- ✓ You've identified a project location
- ✓ You understand the IRC → ERC sequence
Please Don't Reach Out If:
- ✕ You want to invest in a prohibited industry
- ✕ You need approval in under 10 days
- ✕ Company is < 2 years old with no financials
Contact CMT Consulting
Hotline (24/7)
094 344 342
cmtconsultingvn@gmail.com
Website
www.cmtconsulting.vn