FOREIGN-INVESTED ENTERPRISES (FDI): REQUIRED PROCEDURES AFTER OBTAINING THE INVESTMENT REGISTRATION CERTIFICATE (IRC) AND ENTERPRISE REGISTRATION CERTIFICATE (ERC)

1. Legal basis?

- Law on Enterprises No. 59/2020/QH14 dated 17 June 2020;

- Law on Investment No. 61/2020/QH14 dated 17 June 2020;

- Circular No. 06/2019/TT-NHNN dated 26 June 2019 Guiding the foreign exchange management of foreign direct investment in Vietnam;

- Law on Tax Administration No. 38/2019/QH14 dated 13 June 2019 ;

- Decree No. 123/2020/ND-CP dated 19 October 2020 prescribing invoices and records;

- Decree No. 70/2025/ND-CP dated 20 March 2025 Amending and supplementing a number of articles of the Government’s Decree No. 123/2020/ND-CP dated October 19, 2020, on invoices and documents;

- Decree No. 139/2016/ND-CP dated 04 October 2016 regulation on licensing fees;

- Resolution No. 198/2025/QH15 dated 17 May 2025 On a number of special mechanisms and policies for private economy development;

- Labor Code No. 45/2019/QH14 dated 20 November 2019.

2. Overview of the Investment Registration Certificate (IRC) and the Enterprise Registration Certificate (ERC)?

2.1. Investment Registration Certificate (IRC)

Pursuant to Clause 11, Article 3 of Law on Investment 2020, "Investment Registration Certificate" means a physical or electronic document bearing information registered by an investor about an investment project.

2.2. Enterprise Registration Certificate (ERC)

Pursuant to Clause 15, Article 4 of Law on Enterprises 2020, "Enterprise Registration Certificate" means a physical or electronic document bearing enterprise registration information provided for the enterprise by a business registration authority.

3. Procedures that Foreign-Invested Enterprises (FDI) must carry out after obtaining the IRC and ERC?

3.1. Procedures to Put the Enterprise into Operation

•  Obtain the required sub-licenses (if applicable)

“Sub-licenses” refer to additional legal documents (such as certificates, permits, licenses, or written approvals) that an enterprise must obtain after business registration in order to be legally permitted to operate in business sectors that are subject to conditions under investment laws.

•  Engraving the enterprise’s seals

Article 43 of Law on Enterprises 2020 stipulates:

The enterprise’s seals can be physical or digital as prescribed by e-transaction laws.

The enterprise shall decide the type, quantity, design and content of its seal and the seals of its branches, representative offices and other units.

The management and storage of seals shall comply with the company's charter or regulations of the enterprise, branch, representative office or unit that owns the seal. Seals shall be used by enterprises in transactions as prescribed by law.

•  Display the company’s business sign at its registered office

Pursuant to Clause 4, Article 37 of Law on Enterprises 2020, The enterprise’s name shall be displayed at the headquarters, branches, representative offices and business locations of the enterprise and printed or written on transaction documents, records and printed materials published by the enterprise.

•  Publishing of enterprise registration information

Pursuant to Clause 1, Article 32 of Law on Enterprises 2020,After an enterprise is granted the Certificate of Enterprise Registration, it shall announce it on the National Enterprise Registration Portal and pay the fee as prescribed by law. The announcement shall include the content of the Certificate of Enterprise Registration and:

- The enterprise’s business lines;

- The list of founding shareholders and foreign shareholders (for joint stock companies) (if any).

Public notification period: 30 days from the date of issuance of the Enterprise Registration Certificate

3.2. Financial and Capital Procedures

•  Open a Direct Investment Capital Account (DICA)

Pursuant to Clause 5, Article 3 and Clause 2, Article 5 of Decree 06/2019/TT-NHNN:

"Direct investment capital account" shall mean a payment account in foreign currency or Vietnam dong opened by a foreign direct investment enterprise or a foreign investor at an authorized bank to perform the transactions related to foreign direct investment activities in Vietnam.

It is required to open a direct investment capital account in foreign currency at 01 (one) authorized bank to carry out legal receipt and payment transactions in foreign currency related to foreign direct investment activities in Vietnam. Corresponding to the foreign currency of capital contribution, only 01 (one) direct investment capital account can be opened in the same foreign currency at 01 (one) authorized bank.

In case of making investment in Vietnam dong, it is allowed to open 01 (one) direct investment capital account in Vietnam dong at the authorized bank where the direct investment capital account in foreign currency has been opened to perform legal receipt and payment transactions in Vietnam dong related to foreign direct investment activities in Vietnam.

•  Contribute the full charter capital within the statutory deadline stated in the IRC/ERC

Pursuant to Law on Enterprises 2020 and Clause 3, Article 4 of Circular No. 06/2019/TT-NHNN:

Within 90 days from the issuance date of the IRC/ERC, foreign investors must contribute capital to the company in full and in the exact form of assets as committed during the enterprise registration process.

Capital contributions made in cash by foreign investors must be conducted via bank transfer into the Direct Investment Capital Account (DICA).

3.3. Tax and invoice procedures

•  Initial tax registration with the Tax Authority

Pursuant to Clause 1, Article 30 of Law on Tax Administration 2019, the enterprise must carry out tax registration and obtain a tax identification number from the tax authority before commencing its production or business activities, or before incurring any obligations to the state budget.

•  Register and use electronic invoices.

Pursuant to Article 15 of Decree 123/2020/ND-CP and Clause 11, Article 1 Decree 70/2025/ND-CP

Enterprises, economic organizations, other organizations, household businesses and individual businesses that are not suspended from use of e-invoices shall apply for use of e-invoices (including e-invoices for sale of public property or national reserve goods) through e-invoice service providers.

•  Declare and pay business license fees

Pursuant to Article 2 of Decree 139/2016/ND-CP, Enterprises engaged in the production and trading of goods and services that are established in accordance with the law are required to pay business license fees, except for cases eligible for exemption.

However, under Resolution No. 198/2025/QH15, the collection and payment of business license fees will be terminated as of January 1, 2026.

3.4. Labor procedures

•  Declare the employment status

Pursuant to Clause 2, Article 12 of Labor Code 2019, within 30 days from the date of commencement of operation, the enterprise must declare the employment status and report periodically on changes of employees during operation to the local labor authority under the People’s Committee of the province and to the social security authority.

•  Request for the issuance of a Work Permit for a foreign employee

Pursuant to Article 151 of Labor Code 2019, one of the conditions for foreign employees to work in Vietnam is that they must obtain a Work Permit issued by a competent Vietnamese authority, except for cases exempted from the requirement for a Work Permit.

The contents presented above represent only a number of key procedures that foreign-invested enterprises are required to carry out after obtaining the IRC and ERC. In practice, depending on the business lines, project scale, and requirements of the relevant specialized authorities, enterprises may need to undertake additional procedures to ensure compliance and fulfill all operational conditions. Therefore, investors should carefully review all applicable legal obligations or seek professional advice to avoid omissions during their business operations.

The post-licensing stage is not a “pause,” but a period during which the enterprise must operate in full alignment with legal requirements. Completing the initial procedures properly helps prevent violations and lays a solid foundation for stable development in Vietnam. If you are preparing for this process or wish to verify whether your enterprise has complied correctly, do not hesitate to seek legal assistance — sometimes, a single well-informed step can save significant costs in the long run.