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REGISTRATION FOR ESTABLISHMENT OF ECONOMIC ORGANIZATION BY FOREIGN INVESTORS

On April 29, 2026, the Ministry of Finance issued Official Letter No. 5427/BTC-DNTN to clarify the procedures for registering the establishment of enterprises, cooperatives, and unions of cooperatives (collectively referred to as cooperatives) for foreign investors.

According to Official Letter 5427/BTC-DNTN, foreign investors are not required to obtain an Investment Registration Certificate (“IRC”) prior to establishing an enterprise in all cases.

This means that investors may choose one of the following two options:

  • Establish the enterprise after obtaining the Investment Registration Certificate (IRC)
  • Establish the enterprise first, then carry out procedures to apply for the IRC

Changes in the process of issuing the Enterprise Registration Certificate (“ERC”) and Investment Registration Certificate (“IRC”) under the new regulations:

Application dossier for establishing a foreign-invested enterprise (“FDI”) without an IRC

The procedure for establishing an FDI enterprise in 2026 without an IRC has been maximally simplified under the guidance of Decree 96/2026/NĐ-CP. The dossier for applying for an ERC for foreign investors includes:

  • Application for enterprise registration according to Appendix I issued with Circular 68/2025/TT-BTC (with market access commitment).
  • Draft company charter in compliance with the Law on Enterprises 2020 (amended in 2025).
  • List of founding members for an LLC or list of founding shareholders for a joint-stock company.
  • Valid copies of investors’ legal documents (passport for individuals or business license for organizations legalized by consular authorities).
  • Power of attorney for carrying out enterprise registration procedures.

The Official Letter helps clarify the legal process in a more flexible manner for foreign investors, thereby supporting improvements in Vietnam’s investment environment. However, this flexibility also places greater responsibility on enterprises to proactively comply and strengthen their legal governance capacity.