IRC vs ERC: What's the Difference When Setting Up in Vietnam
An IRC authorizes the foreign investment project itself; an ERC legally establishes the company and doubles as its tax registration. Most foreign-invested companies need the IRC first, then the ERC — not one or the other.
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Two Certificates, Two Different Jobs
It's easy to assume these are two names for the same registration step — they aren't. The IRC is about the investment project: what's being invested, by whom, and under what terms. The ERC is about the legal entity: the company that carries out that project. A foreign-invested company generally needs both, in sequence, not a choice between them.
| IRC | ERC | |
|---|---|---|
| Full name | Investment Registration Certificate | Enterprise Registration Certificate |
| What it does | Authorizes the foreign investment project | Legally establishes the company; doubles as its tax registration |
| Who needs it | Foreign investors, for the investment project itself | Every company being established, foreign or domestic |
| Validity | Tied to the investment project's own term, set by the issuing agency | No fixed expiry — company can operate from the date of issuance (conditional sectors excepted) |
Investment Registration Certificate (IRC)
The IRC authorizes a foreign investment project in Vietnam — required before the company that will carry out the project can be registered.
- Individual foreign investors: must be 18+, not barred from company establishment/management under Article 17 of the Law on Enterprises 2020, and hold the nationality of a WTO member or a country with a bilateral investment treaty with Vietnam.
- Institutional investors: must be legally established in a WTO member country or a treaty country.
- Validity is tied to the investment project's own operating term — the issuing agency sets the maximum based on the project's objectives, scale, location, and requirements, not a fixed number of years for every project.
Enterprise Registration Certificate (ERC)
The ERC legally establishes the company itself and doubles as its tax registration — every company operating in Vietnam needs one, foreign-invested or not.
- Issued under Article 28 of the Law on Enterprises 2020 once the company registers only lawful, non-prohibited business lines and meets the other statutory conditions.
- No fixed expiry: the company can conduct business from the date of issuance, except for conditional business lines that need a separate license first.
- For a foreign-invested company, applying for the ERC is the step that follows the IRC, not a substitute for it.
Which One Comes First?
For a company established with foreign capital, the IRC comes first — it's Step 1 of the ERC process itself on RedTab's own ERC page. A common mistake is registering the ERC without confirming whether an IRC is required first, which is exactly the ordering issue RedTab's company setup coordination is built to catch. If your business doesn't involve foreign capital at all, the IRC step doesn't apply — only the ERC does.
Legal basis: Law on Investment 2020, Law on Enterprises 2020, Decree 168/2025/ND-CP, Decree 31/2021/ND-CP. Full citations on each service page: IRC, ERC. Content last verified 2026-07-29.
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