Every investment project in Vietnam rests on one or two documents. The first is the investment policy approval (IPA) (chấp thuận chủ trương đầu tư), needed only by certain projects but decisive where it applies. The second is the Investment Registration Certificate (IRC), which every foreign-investor project needs to register in detail, though buying into an existing company takes a different route.
The Enterprise Registration Certificate (ERC) creates your company. The project itself rests on the two documents above, and bank accounts, permits and tax registrations all follow from them, so confusing the two stalls everything that comes next. Law No. 143/2025/QH15, the official text of the Law on Investment 2025, records how the framework reshaped both documents when it took effect on 1 March 2026.
Whether your project needs both documents often turns on what you actually do. Our guide to the three-question test shows how to tell whether your business line is prohibited, conditional or actually allowed, and our review of what changed in the 2026 Investment Law covers the rest of the reform.
TL;DR – An investment policy approval authorises the project in principle (only some projects need one); the IRC registers the project in detail. Since 1 March 2026 foreign investors can choose the order: company first or project first. The IRC remains mandatory for the project, and the two documents’ numbers must match. Circular 38/2026 now lets a company open a capital account and receive funds before the IRC is issued.
This is our second article in our ongoing legal series. You may refer to the others here:
- The Three-Question Test: Is Your Business Line Prohibited, Conditional, or Actually Allowed in Vietnam?
- Closed or Conditional? Vietnam’s Market-Access List for Foreign Investors, Explained
- Appendix IV Is Not a Foreign-Investor List: Vietnam’s Conditional Business Lines, Explained
How Does the Investment Policy Approval Work?
What Is an Investment Policy Approval (IPA)?
The investment policy approval, sometimes translated as the “investment policy decision”, is the competent authority’s approval of a project’s investment policy, needed only by projects in the statutory categories. It fixes the project’s investor, location, scale and basic parameters before registration, and is granted at different levels: the National Assembly, the Prime Minister, or provincial People’s Committees.
Which Projects Need an IPA First?
Not every project needs one. The triggers are set out in Article 24 of the Investment Law and include:
- Projects requiring conversion of land use purpose at scale: forest land, or 500 hectares or more of two-crop wet-rice land.
- Large-scale resettlement projects and projects in sensitive locations, such as protected cultural-heritage zones.
- Betting and casino projects, and nuclear power plant projects.
- Foreign-investor projects in telecommunications with network infrastructure, afforestation, publishing or press.
- Projects requesting State land allocation or sea-area allocation, or touching defence and security areas.
Public-private partnership (PPP) projects are a separate track: their investment policy approval runs under the PPP Law, not Article 24. Law No. 90/2025/QH15, which amends the PPP Law among others, simplifies the route for investor-proposed projects that do not use State capital and for projects built on strategic technology.
For typical foreign small and medium-sized enterprises (SMEs), such as trading, service or small manufacturing companies in industrial parks, the project goes straight to the IRC. The mistake is assuming that holds for every project: if your plan touches land, energy, infrastructure or PPP structures, ask about the policy approval first.
What Does the IRC Record for Your Project?
What Is the Investment Registration Certificate (IRC)?
The IRC is the project’s legal identity. A foreign-investor project needs one to register the project in detail. The certificate records five things:
- The project’s objectives and scope.
- Total investment capital, split into contributed equity (vón góp) and mobilised capital (vón huy động).
- Its location and implementation schedule.
- Its duration: up to 50 years outside economic zones, and up to 70 years in economic zones or certain special cases (Article 31).
- Any investment incentives.
Total Investment Capital vs Charter Capital on the IRC
Two numbers sit on the same certificate, and investors confuse them at their cost. Total investment capital is the whole project budget: contributed equity (vón góp), the money investors put in, plus mobilised capital (vón huy động), the money the project borrows. Charter capital is the company’s own capital, recorded on the ERC. The equity portion recorded on the IRC must line up with the company’s charter capital, while Article 72 of Decree No. 96/2026/ND-CP confirms that charter capital does not have to equal the project’s total investment. A company running several projects generally needs charter capital covering the sum of those projects’ equity.
The equity-to-debt split matters too. Registering 100% equity leaves no room to borrow, so decide the split before the dossier goes in, not after. Real-estate project developers face a statutory floor on top: equity of at least 20% of total investment for projects under 20 hectares, or 15% for projects of 20 hectares or more. That is a real-estate-sector financial-capacity requirement, not a general rule of the Investment Law.
Where the two registers disagree, the file stops. Authorities compare the IRC’s equity figure against the ERC’s charter capital on every adjustment, and a correction takes time you did not budget. The rule of thumb is blunt: money in easily, money out hard.
Investment Policy Approval vs the IRC: Key Differences
One document authorises the project in principle; the other registers it in detail. The comparison below sets out where each applies.
| Aspect | Investment Policy Approval (IPA) | Investment Registration Certificate (IRC) |
|---|---|---|
| Purpose | Authorises the project in principle: investor, location, scale and basic parameters | Registers the project in detail: objectives, capital, location, schedule and duration |
| When required | Only certain projects: land-conversion, large-scale, sensitive-location and betting projects | Foreign-investor projects registering investment in detail |
| Who grants it | The National Assembly, the Prime Minister or a provincial People’s Committee | The provincial Department of Finance, or the zone management board for projects in zones |
| Typical validity | Runs with the approved project; material changes can require an amendment | The project duration: up to 50 years, or up to 70 years in economic zones and special cases |
| Typical timeline | Varies by approving level; confirm with the receiving authority | 10 working days for a standard project |
| Key risk | Assuming your project does not need one when it touches land, energy or PPP structures | Capital figures that do not match the ERC, and money moving before the rules allow it |
Who Issues Which Document?
Since the 2025 provincial mergers and the merger of the Department of Planning and Investment (DPI) into the Department of Finance (DOF), registration sits with the provincial DOF. Two channels handle the file. As a practical point, many manufacturing projects locate in industrial or export-processing zones, where the zone management board issues the IRC. Service and trading companies outside zones file with the DOF.
Processing times moved too: a domestic ERC now takes seven to ten days in practice rather than the statutory three. Because practice varies between localities, confirm the receiving authority and their checklist before the file is drafted, not after it bounces.
In What Order Should the Documents Come?
Foreign investors can now choose the order: company first or project first. The traditional sequence is still the safe default: IRC first, then ERC. Whichever route you take, the money and the numbers follow the certificates, so decide the sequence with your adviser and your bank before anything is filed.
How Long Does Each Step Take?
The IRC takes 10 working days for a standard project. The ERC takes three working days by law, under Decree No. 168/2025/ND-CP on enterprise registration, and a week to ten days is current practice. That is roughly a month end to end if the business lines are clear.
The second option is to establish the company first and obtain the IRC within 12 months of incorporation. The deadline sits in Article 72 of Decree No. 96/2026/ND-CP; Article 19 of the Law on Investment 2025 is what makes the sequence legal in the first place. Until the IRC is issued, the company may not implement the project or expand its registered business lines.
The trap is timing. The Enterprise Law expects charter capital to be fully contributed within 90 days of the ERC, while the IRC may still be months away. Under the old Circular No. 06/2019/TT-NHNN, banks accepted capital only against an IRC. State Bank Circular No. 38/2026/TT-NHNN, effective 18 August 2026, replaced it and provided the foreign-exchange mechanism that makes the ERC-first route workable in practice.
A company established before its IRC may open a foreign investment capital account and receive charter capital early, limited to capital contributions, preparatory expenses and refunds. If the IRC slips past the 90-day mark, the 12-month deadline still needs watching. If you take the ERC-first route, confirm both the licensing authority’s procedure and your bank’s practice before incorporating.
Which Mistakes Come From Mixing Up the Two Documents?
Three mistakes do most of the damage.
- Numbers that do not match. A company raised its charter capital first, then applied to increase the IRC’s contributed capital. The adjustment was refused: ERC charter capital of VND 60 billion against IRC contributed capital of VND 57 billion. Corrections take time.
- Money before documents. Capital contributions and profit transfers flow through the investment capital account, formerly the direct investment capital account (DICA). Funds routed through ordinary accounts can be frozen, sometimes for years. Circular No. 38/2026/TT-NHNN allows capital in early in limited cases, but profit transfers and project receipts still follow the account rules strictly.
- Changing the project without adjusting the IRC. Any increase in total investment requires an IRC adjustment, and an increase of around 20% or more that changes the project’s scale can require a fresh or amended investment policy approval, which is harder to obtain than the original. Authorities also ask for evidence of the mobilised portion, such as bank commitment letters.
All three point the same way: keep the capital numbers aligned between the two registers.
Conclusion
Sequence is a decision, not a default. Two documents create your project: the policy approval where the project needs one, and the IRC to register it in detail. Decide the order deliberately, confirm the receiving authority, and keep the capital numbers aligned between the two registers.
For the step-by-step process, see our complete setup guide, and for the pitfalls, our post on common mistakes when setting up in Vietnam.
Thinking about entering or expanding in Vietnam? Contact United Consulting to discuss how investment policy approvals and the IRC apply to your project.
