Vietnam IRC and ERC Alignment: 13 Investor FAQs

Last reviewed: 9 November 2026 | By ECOVIS Vietnam Law

Who this guide is for: foreign investors, CFOs and regional general counsel responsible for a Vietnamese subsidiary.

IRC-ERC Alignment and Project Objectives

Must an FDI company amend its IRC before adding a business line?

No. Adding a business line does not, by itself, mean a foreign-invested company must amend its Investment Registration Certificate (IRC) before updating its enterprise registration. Under Article 33(2) of the Investment Law 2025, the relevant question is whether the proposed adjustment changes a main particular of the investment project recorded on the IRC.

Article 73(1) of Decree 96/2026/ND-CP allows a foreign-invested economic organisation that has completed the IRC procedure to amend its enterprise registration without necessarily establishing a new investment project. A newly added business line must still satisfy applicable market access conditions. A separate assessment is needed if the change to project objectives involves investment policy approval or gives rise to such a requirement under Article 33.

Ecovis recommends comparing the existing IRC, registered business lines, proposed activities and investment policy approval status before deciding which filing is required and in what order.

Legal basis: Article 33(2), Article 33(3)(a) and Article 33(6) of the Investment Law 2025 (Law No. 143/2025/QH15); Article 73(1) of Decree 96/2026/ND-CP; Article 49 of Decree 168/2025/ND-CP.

Can a foreign investor incorporate a company before obtaining an IRC under the Investment Law 2025?

Yes. Article 19(2) of the Investment Law 2025 permits a foreign investor to establish a Vietnamese economic organisation before obtaining an Investment Registration Certificate (IRC). The revised sequence does not remove the market access conditions applicable at incorporation or the subsequent requirement to obtain an IRC.

Under Articles 72(3) and 72(4) of Decree 96/2026/ND-CP, the enterprise registration application must include a commitment to satisfy market access conditions. Within 12 months of establishment, the company must complete the IRC procedure for a project consistent with its registered business lines. Only after its IRC has been issued may it update its enterprise registration to add other business lines. Before implementing the investment project, it must complete the relevant IRC issuance or amendment procedure.

For planning purposes, incorporation, project registration and implementation should therefore be treated as separate milestones, with the conditions applying to each identified in advance.

Ecovis recommends preparing a single schedule that distinguishes company formation, IRC issuance, later business-line additions and the planned start of project activities.

Legal basis: Article 8 and Article 19(2) of the Investment Law 2025 (Law No. 143/2025/QH15); Articles 72(3) and 72(4) of Decree 96/2026/ND-CP.

Our IRC includes repair activity code 3313, but the company has not registered that business line. Must we amend the IRC?

Not necessarily. If repair activity code 3313 is already covered by the project objectives recorded on the Investment Registration Certificate (IRC), the first question is whether the corresponding business line needs to be added to the company’s enterprise-registration information. The absence of that business line from the registration data does not, on its own, establish that the IRC must change.

Article 33(2) of the Investment Law 2025 links IRC amendment to a change in the project’s main recorded particulars. Article 73(1) of Decree 96/2026/ND-CP also permits changes to enterprise registration after completion of the IRC procedure without necessarily requiring a new investment project. Any added business line remains subject to applicable market access conditions.

The factual description matters. Warranty support, repair services and the equipment actually serviced should be examined against the wording of the project objectives, rather than relying on the numerical industry code alone.

Ecovis recommends reviewing the IRC, registered business lines, repair or warranty contracts, equipment categories and relevant market access conditions, including international commitments, before selecting the filing route.

Legal basis: Article 8 and Article 33(2) of the Investment Law 2025 (Law No. 143/2025/QH15); Article 73(1) of Decree 96/2026/ND-CP; Articles 7 and 49 of Decree 168/2025/ND-CP.

Can an FDI company rely on Project A’s objectives for activities carried out at Project B?

No, not as an automatic assumption. Where one foreign-invested company operates two investment projects, the objectives recorded for Project A should not simply be treated as authorising activities at Project B. The two projects may belong to the same legal entity, but the analysis still needs to be conducted at project level.

An Investment Registration Certificate (IRC) records registration information about an investment project. Accordingly, an activity planned for a particular location should be compared with the documentation for the project to which that location belongs. The fact that another project has a similar or broader objective does not resolve whether Project B’s recorded particulars reflect its actual operations.

This is primarily an evidence and allocation exercise: identify which production activities, sites, production lines, assets and revenue streams relate to each project, then assess any discrepancy by reference to Article 33(2) of the Investment Law 2025.

Ecovis recommends reviewing both IRCs alongside the operational and revenue allocation records before determining whether either project requires an IRC amendment.

Legal basis: Article 3(11) and Article 33(2) of the Investment Law 2025 (Law No. 143/2025/QH15).

If the ERC does not list business lines, how can a company prove which activities it has registered?

The company can rely on its current information in the National Business Registration Information System and, where issued under the relevant procedure, the confirmation of changes to enterprise-registration information. A scan of the Enterprise Registration Certificate (ERC) alone is not a complete record of the business lines registered by the company.

Article 49 of Decree 168/2025/ND-CP provides for the provincial business registration authority to update business-line information in the registration database within three working days of receiving the application. A company may request confirmation of changes to its enterprise-registration information. The practical evidence package should therefore reflect the registration data and the documentation associated with the relevant update, rather than an assumption about what must appear on the face of the ERC.

This distinction matters when a parent company, auditor, buyer or commercial counterparty asks for proof of registered activities. They need a consistent documentary record, not merely the company’s incorporation certificate.

Ecovis recommends maintaining a consolidated set of current registration data, change filings and the corresponding procedural results for use in group reporting and third-party reviews.

Legal basis: Article 49 of Decree 168/2025/ND-CP.

Does changing an industry code or name, without changing the product, leave project objectives unchanged?

Not necessarily. Keeping the same product does not, by itself, establish that the investment project’s objectives remain unchanged when the company updates a business-line name or code. The question is whether the amendment is only a change in industry classification or reflects a substantive change to the objectives recorded on the Investment Registration Certificate (IRC).

Under Article 33(2) of the Investment Law 2025, if an adjustment changes the project’s main particulars recorded on the IRC, the investor must carry out the IRC amendment procedure. Article 33(3)(a) and Article 33(6) also require consideration where investment policy approval is relevant. Separately, Article 73(1) of Decree 96/2026/ND-CP permits a foreign-invested economic organisation that has completed the IRC procedure to amend its enterprise registration without necessarily establishing a new investment project, subject to applicable market access conditions for added lines.

The old and new classifications should therefore be checked against the product description, the actual activity and the project’s stated objectives. Similar labels are not a substitute for that comparison.

Ecovis recommends preparing a side-by-side mapping of old and new codes, product descriptions, actual operations and IRC objectives before deciding the filings and their sequence.

Legal basis: Article 33(2), Article 33(3)(a) and Article 33(6) of the Investment Law 2025 (Law No. 143/2025/QH15); Article 73(1) of Decree 96/2026/ND-CP; Article 7 of Decree 168/2025/ND-CP.

Must an FDI company review its IRC when adding a business line that has generated no revenue?

It may need to. The fact that a newly added business line has generated no revenue is not, by itself, a reason to rule out an Investment Registration Certificate (IRC) review. The relevant question is what the company proposes to do, and whether that activity changes a main particular of the investment project recorded on the IRC.

Article 33(2) of the Investment Law 2025 provides the reference point for changes to the project’s recorded particulars. Where investment policy approval is relevant, Article 33(3)(a) and Article 33(6) must also be considered. After the IRC procedure has been completed, Article 73(1) of Decree 96/2026/ND-CP allows enterprise-registration changes without necessarily establishing a new investment project, subject to market access conditions for the additional business line.

Revenue timing is therefore a poor substitute for examining the proposed activity. Draft customer contracts and product or service descriptions can show what the company intends to undertake before sales begin.

Ecovis recommends reviewing those materials against the IRC objectives and current registration data before the new activity is implemented, rather than waiting for the first invoice.

Legal basis: Article 8, Article 33(2), Article 33(3)(a) and Article 33(6) of the Investment Law 2025 (Law No. 143/2025/QH15); Article 73(1) of Decree 96/2026/ND-CP.

Who handles an IRC amendment: the industrial park management board or the Department of Finance?

It depends on the project’s location. Under Article 27 of the Investment Law 2025, the industrial park management board handles investment registration matters within its assigned jurisdiction for projects in an industrial park, while the Department of Finance handles projects outside those areas.

Article 27 also addresses management boards for export processing zones, high-tech zones, economic zones and concentrated digital technology zones. The location test is not always straightforward. For a project spanning two or more provinces, situated partly inside and partly outside a zone, or located in a zone without a management board, Article 27(3) identifies the investment registration authority by reference to the location, or proposed location, of the project’s operating office.

Accordingly, a company’s registered office address alone should not be used as a shortcut for determining the authority that will handle a particular IRC amendment. The project’s recorded location and geographical boundaries need to be checked against the relevant jurisdiction.

Ecovis recommends verifying the project location stated on the IRC, the zone boundaries, the site plan and the operating-office details before directing the application to an authority.

Legal basis: Article 27 of the Investment Law 2025 (Law No. 143/2025/QH15).

Does a mismatch between sales contracts and registered business lines mean the company is operating outside its registered scope?

No. A difference between the wording of a sales contract and a registered business-line description is not enough, on its own, to establish that the company operates outside its registered scope. Commercial product and service descriptions do not always match the terminology used in Vietnam’s economic-sector classification.

That difference still deserves examination. It may be no more than a classification or drafting issue, but it may also indicate that an actual activity is not fully reflected in the enterprise-registration information or the project’s objectives. Under Article 33(2) of the Investment Law 2025, a change affecting the investment project’s main recorded particulars calls for an IRC amendment assessment. Article 73(1) of Decree 96/2026/ND-CP separately addresses enterprise-registration changes after completion of the IRC procedure, subject to market access conditions where relevant.

The starting point should be the transaction and the work actually performed, not the contract heading considered in isolation.

Ecovis recommends reconciling contracts, invoices and operational records with the IRC and registered business-line data before forming a compliance conclusion.

Legal basis: Article 33(2) of the Investment Law 2025 (Law No. 143/2025/QH15); Article 73(1) of Decree 96/2026/ND-CP; Article 7 of Decree 168/2025/ND-CP.

What should an IRC-ERC alignment review deliver to management?

It should deliver a decision-ready account of what the company does, what the IRC records as the project’s objectives, what its enterprise-registration data states, and where those records differ. A list of possible inconsistencies is useful only if management can see the supporting evidence and decide what happens next.

Ecovis uses four practical outputs: a comparison of actual activities, project objectives and registered business lines; a register of verified discrepancies, supporting documents and information gaps; a proposed response to each discrepancy, distinguishing an IRC amendment from an enterprise-registration update; and a filing plan identifying the competent authority, anticipated sequence, responsible personnel and management decisions required.

These are elements of Ecovis’s review methodology, not a statutory checklist of mandatory deliverables. The procedural assessment draws on the rules governing investment registration authorities, changes to investment projects, post-IRC enterprise-registration updates and business-line registration.

Ecovis recommends presenting the findings as a management action table, with evidence and unresolved questions clearly separated from proposed filings, so that approval decisions can be made on an informed basis.

Legal basis: Article 27 and Article 33(2) of the Investment Law 2025 (Law No. 143/2025/QH15); Article 73(1) of Decree 96/2026/ND-CP; Article 49 of Decree 168/2025/ND-CP.

Holding Companies, M&A and Restructuring

Should a foreign buyer review a Vietnamese manufacturing target’s business lines before signing an SPA?

Yes. A foreign buyer should examine the target’s registered business lines and investment-project scope before signing the share or contributed-capital purchase agreement (SPA). For a manufacturing acquisition, the question is not simply whether the target exists as a registered company, but whether its documented activities and project objectives correspond to the business being acquired.

Market access conditions are relevant to foreign investors, as is the assessment of whether registration of a share or contributed-capital acquisition is required under Article 21(3) of the Investment Law 2025. The buyer should also compare revenue-generating activities with the target’s enterprise-registration information and Investment Registration Certificate (IRC), and examine relevant land documentation. Article 33(2) remains relevant to assessing any discrepancy involving the project’s main recorded particulars.

The results should be translated into transaction decisions: which issues must be addressed before completion, which documentary evidence must be produced and which party will be responsible for the proposed steps.

Ecovis recommends incorporating the registration and project-scope findings into the SPA’s completion conditions and the parties’ document-delivery responsibilities.

Legal basis: Article 8, Article 21(3) and Article 33(2) of the Investment Law 2025 (Law No. 143/2025/QH15).

What registration may be required when a foreign investor acquires shares in a business subject to market access conditions?

Registration of the capital contribution, share acquisition or contributed-capital acquisition is required before the member or shareholder change if the transaction falls within Article 21(3) of the Investment Law 2025. Operating in a sector subject to market access conditions is a reason to examine the transaction, but the applicable registration test must be applied to the actual ownership and target-company facts.

The cases identified in Article 21(3) include an increase in foreign ownership in a business subject to market access conditions; a transaction resulting in foreign investors or economic organisations specified in Article 20(1)(a), (b) or (c) holding more than 50% of charter capital, or increasing their ownership when it already exceeds 50%; and an acquisition involving a target holding a land use rights certificate in specified locations. Those locations include islands, border-area communes, wards or special zones, coastal communes or wards, and other areas affecting national defence or security.

Under Article 76 of Decree 96/2026/ND-CP, where Article 21(3) does not require acquisition registration, the relevant member or shareholder change is registered with the business registration authority.

Ecovis recommends mapping ownership before and after completion, checking the target’s business lines and land use rights documents, and determining the registration sequence before agreeing completion mechanics.

Legal basis: Article 20(1), Article 21(3) and Article 21(4) of the Investment Law 2025 (Law No. 143/2025/QH15); Article 76 of Decree 96/2026/ND-CP.

What documents should regional general counsel request when restructuring a holding company that owns a Vietnamese subsidiary?

Regional general counsel should request the pre- and post-restructuring ownership charts, documents establishing control and the transaction documents, together with records relevant to the Vietnamese subsidiary’s beneficial ownership (UBO) disclosures. The review needs to establish what changes in ownership or control, rather than relying only on the name of the immediate holding company.

The core file should include group charts, shareholder registers, transfer agreements, voting rights, control arrangements and the subsidiary’s relevant licences. Ecovis recommends examining three issues separately: changes affecting ultimate beneficial owner declarations or notifications; potential investment and enterprise-registration procedures; and the Vietnamese tax position.

The Corporate Income Tax Law No. 67/2025/QH15 addresses income from capital transfers and foreign enterprises with income arising in Vietnam. Article 12(3)(i) of Decree 320/2025/ND-CP provides for tax at 2% of taxable revenue on relevant capital transfers by foreign enterprises, with an exception for intra-group ownership reorganisations where the ultimate parent company of the parties directly or indirectly owning the Vietnamese enterprise remains unchanged and no income arises. These provisions should not be used to infer the tax treatment of a particular offshore holding-company transfer without transaction-specific analysis.

Ecovis recommends obtaining separate advice from a tax adviser on any direct or indirect transfer involving the Vietnamese subsidiary before determining the tax obligations, alongside the corporate and investment review.

Legal basis: Article 21(3) of the Investment Law 2025 (Law No. 143/2025/QH15); Articles 17 and 52(1) of Decree 168/2025/ND-CP, noting that Article 17 was replaced by Article 3 of Decree 296/2026/ND-CP; Article 2(2)(d) and Article 3(2)(a) of the Corporate Income Tax Law No. 67/2025/QH15; Article 12(3)(i) of Decree 320/2025/ND-CP.

Legal basis

• Investment Law 2025 (Law No. 143/2025/QH15; effective 1 March 2026, except Article 7 and Appendix IV, effective 1 July 2026): Article 3(11), Article 8, Article 19(2), Article 20(1), Article 21(3)-(4), Article 27 and Article 33.
• Decree 96/2026/ND-CP, detailing and implementing provisions of the Investment Law (effective 31 March 2026): Articles 72(3)-(4), Article 73(1) and Article 76.
• Decree 168/2025/ND-CP on enterprise registration: Articles 7 and 49; Article 17, as replaced by Article 3 of Decree 296/2026/ND-CP; and Article 52(1).
• Corporate Income Tax Law No. 67/2025/QH15: Article 2(2)(d) and Article 3(2)(a).
• Decree 320/2025/ND-CP, detailing the Corporate Income Tax Law: Article 12(3)(i).

Legal basis checked against the official texts as of 9 November 2026. The Vietnamese edition of this FAQ was reviewed by Attorney Vu Manh Quynh on 4 November 2026.

Related reading

• Vietnam FDI Legal FAQ for Foreign Investors
• Vietnam IRC vs ERC: Factory Incorporation Guide
• Vietnam Factory Setup FAQ 11–20: Legal Structures
• Vietnam Industrial Park M&A: Post-Deal IRC Risks

Planning a business-line change, an acquisition or a holding restructuring for a Vietnamese subsidiary? Ask Ecovis for an IRC–ERC alignment review through our contact form.

Author attribution

Attorney Vu Manh Quynh is the Managing Partner of ECOVIS Vietnam Law, advising international investors on Foreign Direct Investment (FDI), corporate governance, and regulatory compliance in Vietnam.

Disclaimer

This material is for general informational purposes only and does not constitute legal, tax or professional advice. Investors should seek specific advice based on their business sector, ownership structure and investment location in Vietnam.