VietnamERC first, IRC later: the 12-month risk window
In plain termsAn ERC (Enterprise Registration Certificate) can exist before the IRC (Investment Registration Certificate) is finished. Speed is real. Full project rights are not. Treat the gap as a countdown, not a grace period.
Start here — three checks
- Freeze the activity list the ERC actually allows. Do not start project work that only the IRC authorises.
- Build the IRC dossier in week one. Month 10 is too late to collect land, capital, and scope evidence.
- Test the capital route now. If the bank will not open a DICA (direct investment capital account) without an IRC, the 12-month clock is already biting.
Decision map
| Signal | Lock now | If skipped |
|---|---|---|
| ERC issued, IRC still pending | Write a one-page allowed-vs-blocked activity map and name an IRC owner. | Staff start “normal operations” that later fail licensing, banking, or inspection. |
| Founders want to hire, lease, or import before IRC | Separate company-admin acts from project-implementation acts before any contract is signed. | Leases and hires outrun the investment file and become hard to unwind. |
| Charter-capital 90-day clock is running from ERC date | Put the 90-day contribution date and the IRC completion date on the same sheet. | You miss charter capital while still arguing about project capital timing. |
| Bank asks for IRC before inbound FDI funds | Confirm DICA opening conditions in writing this week, not after the first transfer attempt. | Capital sits offshore until the window is almost gone. |
| Month 6 with no IRC submission | Escalate to a completion plan with named documents, not a hope that “the consultant is handling it.” | The last quarter becomes a scramble; incomplete files get refused. |
Scenario triage
| Scenario | Looks safe | Real risk |
|---|---|---|
| Service company with a light project file | ERC is in hand; clients can be invoiced “soon.” | Scope on the ERC is not the same as investment-project rights still waiting on the IRC. |
| Manufacturing or site-tied project | Land talks and equipment quotes can start while IRC is drafted. | Site, capacity, and capital figures that change later force IRC amendment, not a quiet update. |
| Founder already in Vietnam on a short stay | Company exists, so work and stay feel covered. | Stay, work permit, and investment clocks are separate. ERC-first does not issue labour rights. |
Common wrong movesWhere people lose time on this exact question.
- Treating ERC issuance as permission to run the full investment project.
- Leaving IRC evidence collection until banking or inspection forces the issue.
- Mixing the 90-day charter-capital clock with the IRC implementation schedule as if they were one deadline.
If this fails, do this nextRecovery order — not a generic legal memo.
- Stop out-of-scope activity the same week. Keep only company-admin steps the ERC clearly supports.
- List every missing IRC exhibit and assign a date owner. Do not restart from a blank consultant memo.
- If capital cannot enter, switch to the DICA-friction and late-contribution recovery paths before the clocks expire.
Published gapWhat we do not invent on this page.
Investment Law 2025 and Decree 96/2026 set the ERC-first mechanics. This page does not invent a single published day-count for every project type. Lock your IRC deadline from the issued ERC file, not from a generic 12-month slogan.
Common questions
Can I operate fully right after the ERC on an ERC-first route?
No. The ERC creates the company. Project-implementation rights, inbound investment capital, and some licences still wait on the IRC. Freeze scope until those doors are open.
What is the 12-month risk window?
It is the stretch between ERC issuance and IRC completion. Planning drift in that stretch becomes a hard compliance problem, not a paperwork delay.
What should I track every week in this window?
IRC dossier completeness, DICA and inbound-capital feasibility, charter-capital 90-day status, and any activity that has already gone beyond the ERC.