Setting up a company in Vietnam in 2026 does not require obtaining the IRC first. Depending on the applicable conditions, a foreign investor may consider establishing the company first with an ERC and applying for the IRC within 12 months after preparing valid documents. Law No. 143/2025/QH15 was issued on December 11, 2025 (based on the relevant original text on vanban.chinhphu.vn).
Key takeaways
- Law No. 143/2025/QH15 was issued on December 11, 2025 (based on the relevant original text on vanban.chinhphu.vn).
- Special rules for industrial parks do not eliminate approvals; they defer them.
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For example, suppose you are reserving a factory site and preparing to establish a manufacturing company. If you rely on the previous sequence and wait for the IRC first, contracts and bank account opening in the company name may be delayed. However, the decision to pay the site reservation deposit should be made only after confirming the conditions applicable to the company and investment approvals.
How has the process to set up company in vietnam changed?
The amended investment law opens an ERC-first route for foreign investment, except in certain conditional business lines. This means the company may be established first, followed by investment registration. It does not mean that this route automatically applies to every factory project.
Law No. 143/2025/QH15 and the implementing decree issued in 2026 also affect the irc vietnam process, M&A approvals, incentives and financing procedures. The process to set up company in vietnam requires the business line, investment location and land-use arrangement to be classified first.
| Stage | Practical assessment |
|---|---|
| Business and site review | Confirm the manufacturing business line, industrial park and land-use arrangement. |
| ERC | Consider the route of establishing the company first. |
| IRC | Apply within 12 months after establishing the company. |
| Subsequent approvals | Proceed with environmental, design, fire safety and construction procedures. |
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What is the sequence for erc vietnam and irc vietnam?
The ERC is the Enterprise Registration Certificate. If supplementary documents are requested, the overall schedule cannot be calculated based solely on the statutory processing period.
The IRC is the Investment Registration Certificate.
| Investment location | Main issuing authority | Points to confirm |
|---|---|---|
| Industrial parks, export processing zones and economic zones | Management board of the relevant zone | Authority of the zone and project conditions |
| Areas outside the zones | Provincial-level Department of Finance | The responsible authority after the 2026 institutional reorganisation |
Even when the authority and processing periods are specified, the overall completion period for the ERC and IRC cannot be promised by simply adding them together. The land contract, business-line conditions and completeness of the environmental documents determine the actual pace.
What procedures must be carried out in parallel when setting up a factory in Vietnam?
The sequence below is not a single official checklist set out in the legislation, but a practical consolidated sequence used when reviewing a factory project for a foreign investor. In practice, it is more realistic to proceed conditionally in parallel with setting up the company in Vietnam and reviewing the site, rather than separating them completely.
- Confirm the industrial park and site reservation conditions.
- Determine the filing sequence for the ERC and IRC.
- Review the land sublease or factory lease agreement.
- Confirm the environmental impact and environmental permit schedule.
- Proceed with design, fire safety appraisal and construction licensing.
- Complete the fire safety commissioning and environmental procedures after construction.
- Prepare work permits for foreign managers and technicians.
Confirming the site before establishing the company may result in the loss of the reservation deposit. The key document for reducing this risk is a conditional site reservation agreement. The agreement should specify refund conditions if the ERC or IRC is rejected, the site is found environmentally unsuitable or land title issues arise, and the Korea desk should review the document before payment.
What does the Vietnam investment law Article 28 special rule reduce?
Where the Article 28 special rule applies in an industrial park or similar area, approvals in principle, technology assessments, environmental impact assessment reports, detailed planning, construction permits and approvals relating to construction and fire safety may be replaced by written undertakings. However, this is not an exemption; it defers the timing of certain procedures.
Because an environmental permit is still required before construction begins, selecting the special rule does not remove the need to actually secure design and fire safety compliance. Construction costs and the commencement date should therefore not be fixed based solely on the special rule.
| General review | Article 28 special-rule review |
|---|---|
| Prepare approval and assessment documents first | Confirm whether they can be replaced by written undertakings |
| Secure the environmental permit before construction begins | The environmental permit is still required before construction begins |
| Assess fire safety and construction requirements | Proceed with the actual design and completion procedures after the undertaking |
FAQ: How should foreign investment law and timelines in Vietnam be assessed?
In the Vietnam investment process, does establishing the company first mean that construction of the factory can begin immediately?
No. An ERC-first route changes the sequence for establishing the company only; the conditions for commencing construction remain separate.
- Site rights
- Design
- Environmental permit
- Fire safety and construction-related conditions
How long does it take from the site contract to company establishment?
No uniform total period can be provided. The overall schedule varies depending on supplementary document requests and the site and environmental reviews.
- Supplementary documents
- Site review
- Environmental review
Where can the 2026 Vietnam investment law be checked?
The original text of Law No. 143/2025/QH15 is available on the government legal portal (vanban.chinhphu.vn). Decree 96/2026/ND-CP and project-specific conditions should be reviewed by a local professional before filing. This article is not legal advice.
Questions to confirm in writing before payment
| Confirmation item |
|---|
| Whether this project can proceed with the IRC after establishing the company and obtaining the ERC first |
| Whether the site reservation agreement provides for a refund of the reservation deposit if approval is denied |
| What the actual sequence is between the Article 28 special rule and the environmental permit |
Ly Nguyen, Head of the Korea Customer Sales Team and the Korea desk, supports industrial park site reservation agreements and the ERC and IRC application sequence.
Send us your project business line and site conditions, and we will provide a list of the required documents.
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