Vietnam company formation for foreign investors can now start with the company itself instead of the project licence. Under Decree 96/2026/ND-CP, a foreign investor may obtain an Enterprise Registration Certificate (ERC) either before or after an Investment Registration Certificate (IRC), according to law firm DFDL. The new route follows Article 19 of the 2025 Law on Investment. The company must then obtain the IRC within 12 months, and until it does it cannot carry out the project.
In this explainer
- The old sequence
- The ERC-first route
- Risks and open questions
- Who it suits
- Vietnam company formation questions
The old sequence
Foreign-invested companies traditionally obtained the IRC first, then the ERC, then contributed charter capital and applied for any sub-licences. Apolat Legal describes the traditional method in those steps. The effect was that a foreign founder could not rent premises, open a capital account or hire staff through a Vietnamese entity until the investment licence was issued.
The ERC-first route
Apolat says the new method reverses the order. The ERC is processed within three working days of a complete, valid application, in line with a domestic company. After that the company can open a direct investment capital account, contribute capital, lease premises, and apply for the IRC and sub-licences in parallel. The company must obtain the IRC within 12 months of the ERC, and it can change its registered business lines only after the IRC is granted. The legal basis is Article 72 of Decree 96/2026/ND-CP.
The sources disagree on one date. DFDL says the Law on Investment 2025 took effect on 1 March 2026, while Apolat says 1 April 2026. Decree 96 itself is dated 31 March 2026, according to DFDL. Check the official text before you rely on either date.
Risks and open questions
Apolat warns that investors must meet the market access conditions in force when the establishment dossier is filed. If they do not, they may face IRC refusal, liability for damages or a business ban. DFDL lists several unresolved points: whether charter capital must still be paid within 90 days of ERC issuance under the Law on Enterprises, whether a direct investment capital account can be opened before the IRC, and whether an ERC can be obtained before an investment policy approval where one is required. Decree 96 does not state the consequence of missing the 12-month IRC deadline, and the enterprise registration forms do not yet include the market access undertaking the decree requires.
Who it suits
Apolat suggests the new method suits sectors Vietnam has committed to liberalise, while the traditional route may be safer for conditional or uncommitted sectors. Consider a hypothetical case. Camila is a Brazilian founder planning a software services unit in Ho Chi Minh City. Under the ERC-first route she could lease an office and open an account while the IRC is processed, but she could not start the project until the licence arrives. If her sector had a market access condition, the safer path might still be the old sequence. A local lawyer should confirm which applies.
For comparison with other jurisdictions, read our guides to the UAE companies law amendments and Oman free zone regulations. Our company formation page explains the options we cover.
Vietnam company formation questions
Can a foreign investor now form a Vietnamese company before getting the investment certificate?
Yes. DFDL says the ERC may be obtained before or after the IRC under Article 72 of Decree 96/2026.
How long does the ERC take?
Apolat says within three working days of a complete, valid application under the new method.
What is the deadline for the IRC?
The company must obtain the IRC within 12 months of the ERC, per both firms.
Can the company run its project before the IRC?
No. Apolat says it may only implement the project after the IRC is granted.
Is the new route risk-free?
No. Market access conditions at the time of filing apply, and DFDL lists several unresolved points on capital and approvals.
Do I need a lawyer?
Both sources advise caution, and sector conditions vary, so local legal advice is sensible.
Sources
- DFDL — Vietnam: key changes to investment regulatory framework under Decree 96/2026. https://www.dfdl.com/insights/legal-and-tax-updates/vietnam-key-changes-to-investment-regulatory-framework-under-the-new-decree-96-2026/
- Apolat Legal — New method for establishing a foreign-invested company under the 2025 Law on Investment. https://apolatlegal.com/new-method-for-establishing-a-foreign-invested-company-under-the-2025-law-on-investment/