Question: I have read several articles stating that under the Law on Investment 2025, foreign investors are now allowed to apply for an Enterprise Registration Certificate first without necessarily obtaining an Investment Registration Certificate. Is that correct?
Answer
According to the Law on Investment 2025, foreign investors are permitted to establish an economic organization to implement an investment project prior to carrying out the procedure for issuance, adjustment of the Investment Registration Certificate to facilitate the establishment of business premises. However, this procedure does not exempt the project licensing obligation. After establishing the company, the investor is still required to carry out the procedure to apply for the Investment Registration Certificate so that the project can be lawfully implemented.
- Conditions for foreign investors when applying for certificates
An economic organization falling under the subjects specified in clause 1 Article 20 of the Law on Investment 2025 must satisfy the conditions and carry out the investment procedures in accordance with the regulations for foreign investors when investing by contributing capital, purchasing shares, purchasing capital contributions of another economic organization; implementing other investment projects if such economic organization
Foreign investors, when carrying out the procedures for establishing an economic organization, must satisfy the market access conditions for foreign investors specified in Article 8 of the Law on Investment 2025. In addition, they must also satisfy the obligations of an enterprise specified in Article 8 of the Law on Enterprises 2020, amended 2025.
Foreign investors, when establishing an economic organization, must apply for an Enterprise Registration Certificate in accordance with clause 3 Article 16 of the Law on Enterprises 2020, amended 2025 and an Investment Registration Certificate in accordance with clause 2 Article 29 of the Law on Investment 2025. If falling under the cases requiring investment policy approval, the investor also needs to carry out the procedure to apply for investment policy approval prior to carrying out the procedure for issuance of the Investment Registration Certificate in accordance with clause 1 Article 29 of the Law on Investment 2025.
According to clause 2 Article 19 of the Law on Investment 2025, foreign investors are currently no longer required to apply for an Investment Registration Certificate prior to establishing an economic organization. Instead, the law allows the investor to apply for an Enterprise Registration Certificate to establish the company first, and subsequently carry out the procedure to apply for an Investment Registration Certificate for the project.
2. Order, procedures for applying for certificates
*Enterprise Registration Certificate
- Step 1: Preparation of dossier: Depending on the type of enterprise (LLC, Joint Stock, Private Enterprise...)
- Step 2: Submission of dossier
Receiving authority: Business Registration Office under the provincial/municipal Department of Finance where the enterprise intends to locate its head office.
- Step 3: Receipt and processing of dossier
Within a time limit of 03 working days from the date of receipt of the dossier, the Business Registration Authority is responsible for examining the validity of the enterprise registration dossier and issuing the enterprise registration; in case the dossier is invalid, the Business Registration Authority must notify in writing the contents needing amendment, supplementation to the founder of the enterprise. In case of refusal of enterprise registration, it must notify in writing to the founder of the enterprise and clearly state the reasons.
Legal basis: Article 26 of the Law on Enterprises 2020, amended 2025
*Investment Registration Certificate
- Not subject to investment policy approval
- Step 1: Preparation of dossier
- Step 2: Submission of dossier
The investor submits the dossier at the Department of Finance(projects outside KCN/KKT) or the Management Board of industrial parks, export processing zones, economic zones (projects inside KCN/KKT)
- Step 3: Processing of dossier and return of results
The investment registration authority issues the Investment Registration Certificate to the investor within a time limit of 10 days from the date of receiving a valid dossier when the project satisfies the conditions specified at points a,b,c,d clause 3 of the Decree 31/2021/NĐ-CP
Legal basis: Article 36 of the Decree 31/2021/NĐ-CP;points a,b clause 12 Article 1 of the Decree No. 239/2025/NĐ-CP
- Subject to investment policy approval
Prior to carrying out the procedure for issuance of the Investment Registration Certificate, the foreign investor must also carry out the procedure for issuance, adjustment of the Investment Registration Certificate for investment projects subject to investment policy approval for the cases specified in Article 35 of the Decree 31/2021/NĐ-CP
Legal basis: Article 35 of the Decree 31/2021/NĐ-CP; clause 1, clause 3 Article 2 of the Decree 239/2025/NĐ-CP
- Notes and recommendations
First, clients can fully utilize the new regulation to proceed with submitting the dossier to apply for the ERC first in order to resolve urgent needs regarding the establishment of business premises.
Second, clients need to note to review in advance the "market access conditions" for their intended business lines to ensure the company incorporation dossier is not rejected.
Third, to properly comply with the law, immediately after the company is established, clients must proactively prepare the dossier and carry out the procedure to apply for an IRC for the investment project at the competent authority.
