What is the difference between an IRC and an ERC when setting up a foreign-invested advertising company in Vietnam? Why do foreign investors need two separate certificates, and how do these documents affect your ability to legally operate? This detailed guide explains everything you must know based on the most up-to-date regulations and practical experience assisting foreign investors in the advertising industry.

1. Understanding Vietnam’s Licensing Framework for Foreign-Invested Advertising Companies

Foreign investors entering Vietnam’s advertising market must comply with a dual-licensing system: the Investment Registration Certificate (IRC) and the Enterprise Registration Certificate (ERC). Although both documents are essential, they serve entirely different purposes. Misunderstanding their roles often leads to licensing delays, incomplete applications, or even rejection.

Advertising is a conditional business line under Vietnam’s WTO commitments (CPC 871), meaning foreign investors cannot simply incorporate a company like in other sectors. They must follow a stricter, two-step registration process that begins with investment approval and ends with enterprise establishment.

1.1. The Legal Basis for IRC and ERC Requirements

The two-certificate system originates from the Law on Investment and the Law on Enterprises. These laws clearly separate the approval of a foreign investment project (IRC) from the establishment of the legal entity that will execute that investment (ERC).

In other words:

• The IRC approves the investment project.

• The ERC establishes the company that carries out the project.

Foreign investors must obtain both before offering advertising services in Vietnam.

1.2. Why Advertising Requires Stricter Licensing Procedures

Advertising is highly regulated in Vietnam because it influences culture, consumer behavior, and public communication. Therefore, the Vietnamese government ensures that foreign participation is reviewed carefully.

This means:

• Content-based industries require a more detailed investment review.

• Foreign investors cannot own 100% of an advertising company; a Vietnamese partner must participate.

• Regulators must verify business scope, ownership structure, and compliance capacity.

This heightened scrutiny makes understanding IRC and ERC distinctions critical for successful licensing.

2. What Is the IRC and Why Is It Required for Advertising Companies?

The Investment Registration Certificate (IRC) is the first permission foreign investors must obtain. Without it, they cannot legally invest or establish a company in Vietnam—even if they already have a Vietnamese partner ready.

2.1. Purpose of the IRC

The IRC serves to:

• Approve the investment project of a foreign investor

• Confirm that the project meets Vietnam’s legal and regulatory requirements

• Allow the foreign investor to contribute capital into the joint-venture advertising company

• Officially acknowledge that foreign participation is permitted in the specific business line

For advertising, which is a conditional sector, obtaining IRC approval is the stage where regulators assess whether the structure complies with WTO commitments.

2.2. Key Content Included in an IRC

An IRC typically includes:

• Investment objectives (advertising services under CPC 871)

• Investment capital and ownership structure

• Vietnamese partner information

• Location of the project (company headquarters)

• Project duration

• Capital contribution timeline

• Rights and obligations of investors

This information forms the legal foundation for establishing the enterprise later on.

2.3. When IRC Obtaining Becomes Challenging

IRC approval may be delayed or rejected if:

• The Vietnamese partner is unqualified or lacks advertising business lines

• Project documents are unclear, especially about advertising scope

• Foreign documents are not properly legalized and translated

• The joint-venture structure conflicts with ownership requirements

DEDICA Law commonly assists clients in restructuring documents to meet regulatory expectations and avoid these pitfalls.

3. What Is the ERC and How Does It Differ from the IRC?

Once the investment project has been approved, the next step is to legally establish the company through the Enterprise Registration Certificate (ERC).

3.1. Purpose of the ERC

The ERC is the document that:

• Establishes the legal entity of the advertising company

• Grants it legal status, allowing it to operate, sign contracts, hire employees, and pay taxes

• Confirms the company name, address, legal representative, and charter capital

• Registers business lines, including VISC 7310 (Advertising Services)

If the IRC is the government’s approval of what you want to invest in, the ERC is the approval of who will operate that investment.

3.2. Key Content Included in an ERC

An ERC typically includes:

• Company name and headquarters

• Ownership and capital structure

• Legal representative

• Charter capital and contributed capital schedule

• Registered business lines (advertising must be clearly included)

Unlike the IRC, which focuses on the project, the ERC focuses on the company’s identity.

3.3. Why ERC Issuance Is Critical for Advertising Operations

Even after obtaining the IRC, you cannot legally operate until you have the ERC.

Without the ERC:

• The company does not legally exist

• You cannot open bank accounts

• You cannot sign service or employment contracts

• You cannot issue invoices or pay taxes

• You cannot register for digital advertising platforms or media buying

Therefore, the ERC is the gateway to actual operations.

4. The Practical Differences Between IRC and ERC When Opening an Advertising Company

Foreign investors frequently confuse the two certificates. Below are the most important distinctions in practice.

4.1. Difference 1 – Approval Focus

• The IRC evaluates foreign investment.

• The ERC establishes the enterprise that carries out the investment.

Regulators review completely different information for each certificate.

4.2. Difference 2 – Legal Outcome

• The IRC does not create a company.

• The ERC creates the company.

This is why both certificates are always required when foreign investment is involved.

4.3. Difference 3 – Application Requirements

IRC applications require:

• Legalized investor documents

• Investment proposal

• Capital contribution plan

• Joint-venture structure complying with advertising regulations

ERC applications require:

• Company charter

• Shareholder or member list

• Company details (name, address, representative)

• Confirmation that the business lines meet advertising requirements

Difference 4 – Regulatory Authorities Involved

• The IRC is reviewed by foreign investment authorities.

• The ERC is handled by business registration authorities.

Difference 5 – Consequences of Delay

• Without the IRC: You cannot legally invest or form the company.

• Without the ERC: You cannot operate—even if your investment is approved.

These distinctions matter greatly for advertising companies, which must comply with both investment and advertising content regulations.

5. Conclusion

For foreign investors in Vietnam’s advertising industry, understanding the differences between the IRC and ERC is essential. The IRC approves your investment project, while the ERC establishes your legal entity. Both are mandatory, and both require careful preparation—especially in a conditional sector like advertising, where ownership limitations and content regulations apply.

Are you planning to establish a foreign-invested advertising company in Vietnam?
Let DEDICA Law guide you through every step—from IRC approval to ERC issuance and ongoing compliance.

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