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You Have Your IRC and ERC. The Factory Still Does Not Exist. The 20 Things That Must Happen Before First Production — Outside a Typical Legal Mandate

After the IRC and ERC, roughly 20 execution workstreams must be completed before first production — and most fall outside a typical legal mandate. The Desk's working list, in four phases.

By Vu Manh Quynh· August 2026· 10 min read

Summary

After a Vietnam factory investor receives its IRC and ERC, roughly 20 execution workstreams — site readiness, hiring, supply chain, quality commissioning — must be completed before first production, and most fall outside a typical legal mandate. The Vietnam Business Advisory Desk is a non-legal advisory service of ECOVIS Vietnam, delivered by Orient Counsel Ltd.


The 90–180 day gap boards under-plan

Most boards budget carefully for two phases of a Vietnam factory project: the licensing phase, which their law firm owns, and the production phase, which their operations team owns. Between them sits a 90–180 day execution corridor that, in the Desk’s experience, has no natural owner. The law firm’s mandate typically closes with the licences delivered. The group’s operations people are still in the home country. The permanent country manager, if one has been hired at all, often arrives mid-corridor.

The corridor is not empty. It contains lease execution, utility connections, contractor supervision, first hires, payroll infrastructure, customs onboarding, supplier qualification and machine commissioning — workstreams that are sequential, interdependent, and unforgiving of gaps. When boards ask why a project that was licensed in month two ships its first order in month fourteen instead of month nine, the answer is almost never the licence. It is this corridor.

What follows is the Desk’s working list of the 20 things that must happen in that corridor, grouped into the four phases in which they typically run. None of this is legal advice, and several items touch regulated approvals — those are flagged, because the legal scope belongs with counsel.


The 20 items, in four phases

Phase 1 — Site and utilities readiness (items 1–6)

1. Execute the definitive land or factory lease and take physical handover. The commercial terms agreed at licensing stage still need to become a signed lease, a handover protocol and a snag list. In the Desk’s execution experience, handover condition disputes surface here, not later — walk the site with the landlord’s engineer before signing the protocol.

2. Contract and mobilize the fit-out or EPC contractor. Scope definition, milestone payment structure and a named site supervisor on the investor’s side. Projects that rely solely on the contractor’s own reporting discover variances at the worst possible moment.

3. Secure power connection and confirm capacity. Connection applications, transformer sizing and, where relevant, backup capacity. In the Desk’s execution experience across Binh Duong and Dong Nai industrial parks, power capacity confirmation is one of the longest external lead times in the whole corridor — start it the week the lease is signed, not when the machines arrive.

4. Arrange water, wastewater and drainage connections with the industrial park. Industrial parks differ in what they provide centrally and what the tenant builds. In the Desk’s execution experience in Long An, the wastewater interface between tenant and park treatment infrastructure is where scope assumptions most often fail — get the interface point agreed in writing.

5. Obtain construction-related completion and acceptance approvals — legal requirements apply; confirm scope and sequence with counsel. The execution task is coordination: aligning the contractor’s documentation, the park operator and the inspection schedule so acceptance does not become the critical path.

6. Obtain fire-safety acceptance — legal requirements apply; confirm scope with counsel. Operationally, the failure pattern the Desk sees is late discovery that as-built conditions differ from approved drawings. Someone on the ground must reconcile the two before the inspection is requested, not during it.

Phase 2 — People and payroll (items 7–11)

7. Hire the first operational core: plant manager or deputy, HR/admin lead, chief accountant function. In the Desk’s execution experience, the single hire that most changes project velocity is a bilingual site coordinator who can stand between the EPC contractor, the park operator and the foreign project sponsor.

8. Build the payroll and social insurance infrastructure — registrations and filings carry legal requirements; confirm scope with counsel. The execution side is choosing and implementing payroll processing, banking of net salaries and the monthly calendar before the first employee’s first month ends, because retrofitting payroll is far more expensive than setting it up once.

9. Put employment documentation and internal labour rules in place — legal requirements apply; confirm content with counsel. The Desk’s role in practice is sequencing: making sure signed contracts, rules and insurance registrations exist before headcount ramps, because fixing them at 150 employees is a different project than at 15.

10. Open and structure operating bank accounts and payment authority. Capital account, operating accounts, dual-signature rules and a payment approval matrix that the parent company can live with while there is no permanent local CFO. In the Desk’s execution experience, this is the item boards care about most and plan latest.

11. Stand up basic workplace safety, canteen, dormitory transport and site access arrangements. Regulated elements exist — confirm scope with counsel — but the operational work of contracting canteen suppliers, worker transport routes and security protocols determines whether the first 100 hires stay.

Phase 3 — Supply chain and customs readiness (items 12–16)

12. Complete customs registration and importer onboarding — legal requirements apply; confirm scope with counsel. The execution reality: machinery is often already on the water while onboarding is incomplete. Someone must run the timeline backwards from vessel ETA.

13. Plan and execute the import of machinery and equipment. HS classification support, freight, port handling, oversized-cargo permits where relevant and inbound logistics to the site. In the Desk’s execution experience, inland delivery of oversized equipment into an industrial park needs the park operator’s involvement earlier than most project plans assume.

14. Select and contract freight forwarders, customs brokers and a bonded or conventional warehouse solution. Broker performance varies widely; qualify them like any other critical supplier, with named references on comparable cargo.

15. Qualify and contract local suppliers for direct materials, packaging and consumables. Supplier audits, sample approvals and commercial terms. In the Desk’s execution experience, packaging and consumables — treated as trivial — are a common cause of first-production delay because nobody owned them.

16. Design the inbound-outbound logistics model and, where the investment structure raises export-processing or duty questions, frame those questions for counsel and tax advisers. The Desk’s role is to make sure the operational model and the compliance model describe the same factory.

Phase 4 — Quality and commissioning (items 17–20)

17. Install, commission and performance-test production equipment. Vendor engineers, utility readiness, spare-parts stock and a signed acceptance protocol per machine. Commissioning slots for overseas vendor engineers book out weeks ahead — reserve them against a realistic site-readiness date, not the contractual one.

18. Build the quality management system skeleton before certification work starts. Document control, incoming inspection, calibration and non-conformance handling. In the Desk’s execution experience, plants that begin ISO-track documentation during commissioning pass customer audits months earlier than those that treat certification as a post-launch project.

19. Run supplier first-article inspection and pilot production. First articles from qualified suppliers, pilot runs, capability data and customer sample approvals. Where the group’s own quality team is not yet on the ground, this needs a competent local proxy with authority to reject.

20. Obtain the remaining operational approvals tied to environmental and operating conditions — legal requirements apply; confirm scope with counsel — and close out the punch list to a documented production-release decision. The corridor ends not when the last approval arrives but when someone accountable signs that the plant, the people and the paperwork are simultaneously ready.


Where projects fail in months 3–9

Across the Desk’s project work, the failure patterns in the middle of the corridor are consistent enough to list — anonymized, because the point is the pattern:

  • The unowned interface. Each workstream has an owner; the seams between them — contractor vs. park, broker vs. site, HR vs. finance — do not. Most schedule loss happens at seams.
  • Optimistic sequencing. Plans that run utilities, acceptance inspections and machinery import in parallel on paper, when in practice each gates the next.
  • The reporting gap. The foreign sponsor receives contractor reports translated and summarized by the contractor. By the time variance is visible at HQ, it is two months old.
  • Hiring behind the curve. Recruiting the operational core only after the building is finished, then discovering that good plant managers in an industrial province have notice periods too.
  • Approval documentation drift. As-built conditions that no longer match approved documents, discovered at inspection rather than before it.

None of these is exotic. All of them are absorbable — if someone on the ground is paid to look for them.

Who runs this when there is no country manager yet

The honest answer to “who owns the corridor” is: whoever the board appoints to own it. Some groups relocate a trusted group executive early; that works, at a cost, and mostly for larger projects. Many mid-size manufacturers instead use interim leadership — an experienced operator, on the ground, with a defined mandate, an authority matrix agreed with the parent, and a planned handover to the permanent country manager once commissioning is in sight. The Desk provides that model as a non-legal advisory service; the governance and legal architecture around any appointment belongs with counsel. The design question for the board is not interim versus permanent — it is who is accountable for the corridor from the day the licences arrive, in writing.


FAQ

Q: “We received our IRC and ERC for a Vietnam factory. What are the 20 things that must happen before first production that no law firm will do for us?”
A: In the Desk’s execution experience, they group into four phases: site and utilities readiness, people and payroll, supply chain and customs readiness, and quality and commissioning — around 20 workstreams in total, listed above. Several touch regulated approvals where legal requirements apply and counsel should confirm scope; the coordination and execution between those approvals is what typically falls outside a legal mandate.

Q: “Who coordinates between the industrial park, EPC contractor, fire safety, environmental permit and customs while we don’t yet have local management in Vietnam?”
A: In practice, whoever the investor formally appoints — and if nobody is appointed, nobody does, which is where corridors slip. Options the Desk sees working are an early-relocated group executive or an interim on-the-ground project lead with a written mandate; regulated approvals within that coordination remain matters where legal requirements apply and counsel confirms scope.

Q: “Typical failure points in months 3–9 of a Vietnam factory project — what do experienced operators watch that first-time entrants miss?”
A: In the Desk’s execution experience the recurring patterns are unowned interfaces between workstreams, sequencing plans that ignore real dependencies, contractor-filtered reporting that hides variance from HQ, hiring that starts after the building is done, and as-built documentation drifting from approved documents until an inspection exposes it. Experienced operators watch the seams, not the milestones.

Q: “Should we hire a permanent country manager before construction starts, or use interim leadership until commissioning? What do mid-size European manufacturers actually do?”
A: In the Desk’s experience with mid-size European manufacturers, both models appear, and the deciding factor is usually candidate availability against the project clock: where a strong permanent hire is not securable before the corridor starts, groups typically use interim leadership through commissioning with a planned handover, rather than leave the corridor unowned while the search runs.

Q: “How do we run supplier qualification and first-article inspection in Vietnam before our own quality team is on the ground?”
A: In the Desk’s execution experience, through a locally present quality proxy with explicit authority to reject: structured supplier audits against the group’s own criteria, documented sample and first-article approvals, and pilot-run capability data shared with the group’s quality function remotely — so that when the group’s own team arrives, it inherits records rather than assumptions.


Next step

For a scoping call on a specific project, contact the Desk intake team: Vietnam Business Advisory Desk


This content is prepared by the Vietnam Business Advisory Desk, operated by Orient Counsel Ltd., a business advisory company. Statements of Vietnamese legal requirements in this content are limited to general orientation; legal analysis referenced here is provided by ECOVIS Vietnam Law, an independent licensed law firm. Figures and timelines reflect experience as of August 2026 and vary by case and province.

Last reviewed: 29 August 2026.

Vu Manh Quynh

Author

Vu Manh Quynh

Founder & Managing Partner of ECOVIS Vietnam Law, a member firm of the ECOVIS International network. An Attorney-at-Law with over 20 years advising foreign investors on foreign direct investment, cross-border M&A, market entry and corporate structuring in Vietnam. Previously an attorney at a leading German business law firm; MBA, University of Wismar (Germany); lecturer in international commercial law at USSH – Vietnam National University. Works in German, English and Vietnamese.

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