Vietnam Allows Foreign Investors to Establish Companies Before Obtaining IRC – Key Update 2026

The Ministry of Finance has just issued Official Letter No. 5427/BTC-DNTN dated 29 April 2026, clarifying how foreign investors may establish economic organizations under the new Investment Law and Decree 96/2026/NĐ-CP.

One key takeaway? Foreign investors may now establish a company first and complete investment procedures later — depending on the structure of the investment project.

This guidance could significantly change how foreign investors plan market entry into Vietnam.

Two Approaches Are Now Clearly Recognised

1. Obtain IRC First, Then Establish the Company

This is the traditional approach most investors are familiar with:

• Apply for the Investment Registration Certificate (IRC)

• Then establish the company

• The company becomes the project investor after incorporation

This route may still be preferred for projects with licensing sensitivity, conditional sectors, or complex investment structures.

2. Establish the Company First, Then Apply for IRC

The new guidance confirms that foreign investors may:

• Establish the enterprise first under the enterprise registration procedures

• Then carry out investment procedures afterward

This could help shorten the initial setup timeline and create more flexibility for certain investment structures. However, this does not remove compliance obligations.

Market Access Conditions Become the Investor’s Responsibility

A particularly notable point in the guidance is this:

Business registration authorities are not responsible for reviewing whether foreign investors satisfy market access conditions at the company incorporation stage.

Instead, investors must self-commit that they comply with applicable conditions.

In practice, this means:

• Faster registration review in some cases

• But a greater legal responsibility is placed on investors themselves

If the commitment is inaccurate or unsupported, investors may face compliance risks later during post-licensing review or project implementation.

No IRC Required in the Initial Incorporation Dossier?

Yes — in cases where the investor chooses to establish the company first.

Under the Ministry’s guidance:

• The incorporation dossier does not need to include the IRC

• But the registration application must include a commitment regarding market access compliance

This is a major procedural clarification for foreign-invested structures.

Authorities Only Review Formal Validity of the Dossier

The guidance also reiterates an important compliance principle:

• Authorities review the validity and completeness of the application dossier

• They do not verify the truthfulness of investor commitments at the registration stage

As a result, founders and authorized representatives remain fully responsible for the legality and accuracy of submitted information.

Practical Impact for Foreign Investors

This new guidance may:

• Create more flexibility in structuring foreign investment projects

• Help accelerate company setup timelines

• Reduce procedural bottlenecks in some cases

At the same time, it also increases the importance of:

• Proper legal assessment before incorporation

• Careful review of market access conditions

• Accurate investment structuring from the beginning

Foreign investors should not assume that “simpler registration” means “reduced compliance.”

Final Comment

Navigating Vietnam’s foreign investment procedures now requires more strategic planning than ever. While the new guidance may create more flexibility, investors should carefully assess market access conditions, licensing requirements, and investment structures before proceeding.

If your business is planning to establish a foreign-invested company in Vietnam, our team can assist with:

• Investment structuring

• IRC/ERC strategy

• Market access assessment

• Licensing and post-establishment compliance

Feel free to contact us for tailored legal advice on your Vietnam market entry plan.