In this article
- What are the IRC and ERC, and why do you need both?
- Step-by-step process for setting up a foreign-owned company
- The DICA account and the 90-day capital contribution deadline
- Accounting and tax tasks immediately after the ERC
- Monthly accounting costs for a foreign-owned company
- Common mistakes when setting up a foreign-owned company
- FAQ
Setting up a foreign-owned company in Ho Chi Minh City usually involves two certificates: first the IRC, then the ERC. The difficult part is not only the licensing paperwork but what comes after: the capital account, contributing capital on time, and accounting and tax from the very first month. This article summarizes the process from the perspective of the ACCA Consulting Vietnam team, an accounting firm that works alongside many foreign investors.
1. What are the IRC and ERC, and why do you need both?
When a foreign investor establishes a business entity in Vietnam, it normally first needs an Investment Registration Certificate (IRC – Giấy chứng nhận đăng ký đầu tư). The IRC records the project: the investor, objectives, scale, capital, location and timeline. Only after obtaining the IRC does the company apply for an Enterprise Registration Certificate (ERC – Giấy chứng nhận đăng ký doanh nghiệp), which formally creates the legal entity with its enterprise code and tax code.
Put simply, the IRC answers the question "may this investment project go ahead?", while the ERC answers "which company will carry out the project?". The two certificates are closely linked. Information on capital, business lines and investors must be consistent; any discrepancy will require amendments and cost extra time.
| Criterion | IRC | ERC |
|---|---|---|
| Full name | Investment Registration Certificate | Enterprise Registration Certificate |
| Usual order | Obtained first | Obtained after the IRC |
| Processing time | 15 days from receipt of a complete, valid application (where investment policy approval is not required) | 3 working days from receipt of a valid application |
| Main content | Project, investor, investment capital, timeline | Company name, charter capital, legal representative, business lines |
| Receiving authority | The investment registration authority under current regulations | Business Registration Office under the Department of Finance |
2. Step-by-step process for setting up a foreign-owned company
- 1Prepare the project
Define business lines, capital, leased premises and the investor's legal documents.
- 2Apply for the IRC
Submit the investment registration file; 15 days from a complete, valid application.
- 3Apply for the ERC
Submit the enterprise registration file; 3 working days.
- 4Open a DICA
Open a direct investment capital account at a bank to receive the capital contribution.
- 5Contribute capital
Transfer the full capital through the DICA within 90 days of the ERC issue date.
- 6Set up tax and accounting
Digital signature, e-invoices, tax filings and choice of accounting regime.
Statutory time limits; excluding time for preparing and supplementing files and legalizing foreign documents.
View as table
| IRC (days, from a valid application) | 15 days |
| ERC (working days) | 3 days |
| Capital deadline from ERC issue date | 90 days |
These are the authorities' processing times once an application is valid. In practice the timeline is usually longer, because investors need to prepare documents abroad, have them translated and consular-legalized, and may need to supplement the file. Some business lines also carry specific market access conditions, so they should be checked before filing.
3. The DICA account and the 90-day capital contribution deadline
A foreign investor's capital contribution must be transferred through a direct investment capital account (DICA) opened at a licensed bank. Do not send capital to an ordinary current account or contribute in cash: it will be difficult to prove the capital was validly contributed during an audit, when repatriating profits, or when transferring capital later.
- Deadline for full contribution: 90 days from the ERC issue date.
- State clearly in the transfer description that it is a charter capital contribution, matching the investor's name on the IRC/ERC.
- Keep the DICA statements, bank documents and capital contribution minutes for the audit.
- If the capital is not fully contributed on time, the company must carry out adjustment procedures under current regulations; seek advice early.
4. Accounting and tax tasks immediately after the ERC
Many investors think the job is done once they have the ERC. In reality, accounting and tax obligations start immediately. Under the regulations, newly established companies file value-added tax (VAT/GTGT) returns quarterly, due on the last day of the first month of the following quarter. From 1 January 2026, the business license fee (lệ phí môn bài) has been abolished under Resolution 198/2025/QH15, so new companies no longer pay it.
- Put up the company signboard at the head office
- Register a digital signature and an e-tax account
- Open the DICA and a current account
- Register to use e-invoices (mandatory under Decree 123/2020/ND-CP, amended by Decree 70/2025/ND-CP)
- Choose the accounting regime and accounting period, and register the tax calculation method
- Sign employment contracts and register employees for social insurance (BHXH)
- Appoint a person responsible for accounting or engage an accounting service
Each task is explained in detail in what to do after setting up a company. For FDI companies, note also that annual financial statements must be audited by an independent audit firm, so the books need to be clean from the first year.
5. Monthly accounting costs for a foreign-owned company
Incorporation service fees depend on the business lines, the number of investors and the state of the documents, so ACCA quotes case by case. Monthly accounting fees, however, follow a clear schedule. FDI companies involve more work (bilingual records, audit, DICA), so their fees are higher than for domestic companies.
| Invoices – documents/month | FDI fee |
|---|---|
| No transactions | 640,000 |
| 1–15 | 1,280,000 |
| 16–30 | 1,920,000 |
| 31–50 | 2,880,000 |
| 51–100 | 4,480,000 |
| Over 100 | from 6,400,000 |
6. Common mistakes when setting up a foreign-owned company
- Capital and business line details on the IRC and ERC don't match, requiring repeated amendments.
- Transferring capital into a current account instead of the DICA.
- Capital still not fully contributed after 90 days.
- Spending before the ERC is issued without valid documents in the company's name.
- Paying invoices of VND 5 million or more in cash, losing the right to deduct input VAT.
- Leaving the books empty for the first few months and rebuilding them only when the audit begins.
FAQ
How long does it take to set up a foreign-owned company?
By law, the IRC is processed within 15 days of receiving a complete, valid application (where investment policy approval is not required), and the ERC within 3 working days. In practice it usually takes longer because of preparation, translation and legalization of foreign documents.
Is opening a DICA mandatory?
Yes. A foreign investor's capital contribution must be transferred through a direct investment capital account. It is key evidence during audits and when repatriating profits.
Does a small foreign-owned company need an audit?
Yes. FDI companies must have their annual financial statements audited by an independent audit firm, regardless of size.
How much does accounting cost for a new FDI company?
At ACCA Consulting VN, an FDI company with fewer than 5 employees and no invoices yet pays VND 640,000/month; with 1–15 invoices and documents per month the fee is VND 1,280,000/month.
Set up your foreign-owned company with ACCA
ACCA Consulting Vietnam supports you from the IRC – ERC application through to monthly accounting services in Ho Chi Minh City. Contact hotline/Zalo +84 938 847 699 for advice.
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