Establishing an FDI Company in an Export Processing Zone

Dương Thị Kim Ngân
August 31, 2026 2:30 pm
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Under the Law on Enterprises and Businesses and the 2025 Law on Investment, Long Phan Consulting directly handles the dossiers and procedures for establishing an FDI enterprise in an export processing zone for foreign investors. Investors have two lawful options: obtaining an Investment Registration Certificate (IRC) before establishing the enterprise, or establishing the enterprise first and completing the IRC procedure within 12 months. Each option involves different dossiers, competent authorities, and legal risks, so the appropriate roadmap should be determined from the outset to avoid rejected applications.

FDI company establishment in an export processing zone with two legal pathways. — Foreign investors should assess market access, project location, financial capacity, and the appropriate incorporation pathway.

Important Legal Notes:

An ordinary FDI enterprise located in an export processing zone does not automatically qualify as an export processing enterprise (EPE). Only enterprises conducting export processing activities are entitled to non-tariff zone policies, pursuant to Clauses 20 and 21, Article 2 of Decree No. 35/2022/ND-CP.
The roadmap of establishing the enterprise before obtaining the IRC may involve legal risks if the investor incorrectly declares compliance with market access conditions. The established enterprise may subsequently be denied an IRC, as noted by the Ministry of Finance in Official Letter No. 5427/BTC-DNTN of 2026.
From August 18, 2026, the opening of foreign investment capital accounts is governed by Circular No. 38/2026/TT-NHNN, which fully replaces Circular No. 06/2019/TT-NHNN.
The processing period for issuance of an IRC for a project in an export processing zone is 15 working days from the date a complete and valid dossier is received, pursuant to Decree No. 96/2026/ND-CP.

Conditions for Establishing an FDI Company in an Export Processing Zone

Foreign investors must simultaneously satisfy three groups of conditions: market access, project location, and financial capacity. Missing any one of these three groups will result in the IRC dossier being requested for supplementation or refused.

Market Access Conditions

The intended business line must fall within the scope of market access permitted for foreign investors under Article 8 of the 2025 Law on Investment. Projects of foreign investors are subject to IRC issuance under Clause 1, Article 26 of the 2025 Law on Investment. The list of conditional business lines applicable from 1 July 2026 under Resolution 66.17/2026/NQ-CP has been narrowed to 142 business lines; investors must check their intended business line against this list before filing the dossier.

Project Location Conditions

Investors must have a lease agreement for land or a factory within the export processing zone, consistent with the zone’s valid sub-zone construction planning, under Clause 4, Article 47 of Decree 96/2026/ND-CP. A location inconsistent with the planning is one of the common reasons an IRC dossier is rejected or takes longer to review.

Financial Capacity Conditions

Investors must demonstrate financial capacity commensurate with the registered investment capital, evidenced by financial statements, a parent company’s financial support commitment, or a guarantee from a financial institution. This document is a mandatory component of the IRC application dossier.

>>>See more: Comprehensive Guide to Establishing a Foreign-Invested Company

Two Legal Pathways for Establishing an FDI Company in an Export Processing Zone

Current law allows foreign investors to choose one of two parallel pathways. Selecting the right pathway from the outset helps shorten the timeline and reduce the risk of incorrectly self-certifying market-access conditions.

Pathway 1: IRC First, Company Registration After

This is the traditional pathway under Article 26, Article 27, and Article 29 of the 2025 Law on Investment, under which a project subject to IRC issuance must complete the IRC before implementing the project. The investor files for the IRC with the export processing zone management board, and only after obtaining the IRC does the investor proceed to register the company for the Enterprise Registration Certificate (ERC). This pathway suits investors who have already determined their business line and location and are not in urgent need of a legal entity.

Pathway 2: Company Establishment First, IRC Completed Within 12 Months

Under Clause 2, Article 19 of the 2025 Law on Investment, foreign investors may establish an economic organization to implement the investment project before completing the IRC issuance or adjustment procedure, provided the market-access conditions under Article 8 of the 2025 Law on Investment are satisfied. Article 72 of Decree 96/2026/ND-CP provides further guidance: the investor establishes the economic organization under enterprise law, after which that organization independently carries out the investment procedure.

Under this pathway, the application for enterprise registration must include a commitment to satisfy the market-access conditions for foreign investors, under Clause 5, Article 24 of Decree 168/2025/ND-CP, as amended by Decree 296/2026/ND-CP. The enterprise registration dossier in this case does not include a copy of the IRC.

Under Clause 4, Article 72 of Decree 96/2026/ND-CP, the economic organization must complete the IRC issuance procedure within 12 months from the date of establishment, consistent with its registered business lines. It may only add other business lines after obtaining the IRC.

The legal risk of Pathway 2 is this: if the investor incorrectly self-certifies market-access conditions, the already-established company may be denied the IRC and unable to proceed with the project as planned. Legal liability may also arise from the commitment made. The Ministry of Finance noted this risk in Official Letter 5427/BTC-DNTN of 2026. Investors should carefully review the List of Business Lines with Restricted Market Access before choosing this pathway.

Two FDI establishment pathways using either IRC first or company registration first. — Investors may obtain the Investment Registration Certificate first or establish the enterprise before completing the IRC procedure.

Competent Authority for Processing the Procedure

Authority is divided by the type of certificate to be issued: the IRC is handled by the investment management authority, and the ERC is handled by the business registration authority.

Export Processing Zone Management Board

The management board of an industrial park, export processing zone, hi-tech park, or economic zone may issue, adjust, and revoke the IRC for projects within the export processing zone. This authority follows Clause 1, Article 27 of the 2025 Law on Investment. Where the export processing zone has no management board, or where the project spans both inside and outside the zone, authority instead rests with the investment registration authority where the project’s executive office is located. This follows Clause 3, Article 27 of the 2025 Law on Investment.

Business Registration Authority

The provincial business registration authority, currently placed under the Department of Finance following the 2025 institutional restructuring, has the authority to issue the ERC under the 2020 Law on Enterprises, as amended and supplemented by Law No. 76/2025/QH15, and Decree 168/2025/ND-CP.

Dossier, Order, and Procedure for Issuing the Investment Registration Certificate (IRC) in an Export Processing Zone

The entire content of this section is based on Decree 96/2026/ND-CP guiding implementation of the 2025 Law on Investment, effective from 31 March 2026.

Dossier Components

The IRC application dossier includes a document proposing implementation of the investment project, documents on the investor’s legal status, the investment project proposal, an explanation of financial capacity, documents on the right to use the project location, and a commitment to satisfy construction, environmental, and fire-safety conditions, under Article 32 of Decree 96/2026/ND-CP. An EPE must additionally submit a commitment on its ability to satisfy customs inspection and supervision conditions, under Clause 1, Article 26 of Decree 35/2022/ND-CP.

Filing and Review Procedure

The investor files the dossier directly with the export processing zone management board, and may submit an electronic version through the National Investment Information System if the system is operating stably, under Clause 5, Article 47 of Decree 96/2026/ND-CP. Where two or more investors propose projects at the same location requiring land lease from the State, the management board considers issuing the IRC to the valid dossier filed first.

Processing Timeline

The IRC issuance timeline is 15 working days from the date the export processing zone management board receives a complete and valid dossier, under Decree 96/2026/ND-CP. This is a significant reduction from the 45 to 60 working days commonly seen previously. Investors now only need to submit a commitment to comply with technical standards, rather than wait for approval of an environmental impact assessment report or a fire-safety plan before the IRC is issued.

Contents of the Investment Registration Certificate

The IRC records the project name, investor, location, scale, objectives, implementation schedule, form of investment incentives (if any), and the investor’s commitments, under Article 37 of Decree 96/2026/ND-CP. The IRC, together with the commitment, is sent concurrently to the local state authorities managing construction order, science and technology, environmental protection, and fire safety.

IRC application procedure showing required documents for an export processing zone project. — The IRC dossier generally covers investor documents, financial capacity, project location, submission, appraisal, and certificate issuance.

Dossier, Order, and Procedure for Issuing the Enterprise Registration Certificate (ERC)

After obtaining the IRC under Pathway 1, or in parallel with company establishment under Pathway 2, the investor carries out enterprise registration under the 2020 Law on Enterprises, as amended by Law No. 76/2025/QH15, Decree 168/2025/ND-CP, and the forms set out in Circular 68/2025/TT-BTC.

Dossier Components by Enterprise Type

The dossier includes an application for enterprise registration, the company charter, a list of members or founding shareholders with their legal documents, and a copy of the IRC for Pathway 1, prepared using the forms in Appendix I of Circular 68/2025/TT-BTC corresponding to a single-member limited liability company, a multi-member limited liability company, or a joint-stock company.

Dossier Under Pathway 2

The enterprise registration dossier does not require a copy of the IRC, under Clause 5, Article 24 of Decree 168/2025/ND-CP, as amended and supplemented by Decree 296/2026/ND-CP. Instead, the application for enterprise registration must include a commitment to satisfy the market-access conditions applicable to foreign investors.

ERC Issuance Timeline and Receiving Authority

The provincial business registration authority, under the Department of Finance, processes the dossier under Decree 168/2025/ND-CP, as amended and supplemented by Decree 296/2026/ND-CP, under which the processing timeline for a valid dossier is now only 02 working days, owing to direct access to the national database instead of requiring copies of certain documents.

Post-Establishment Procedures for an FDI Company in an Export Processing Zone

After obtaining the ERC, the company must complete a series of administrative procedures before formally commencing production and business operations.

Opening a Foreign Investment Capital Account

From 18 August 2026, the opening and use of an investment capital account, formerly the direct investment capital account (DICA), is governed by Circular 38/2026/TT-NHNN, which fully replaces Circular 06/2019/TT-NHNN and renders ineffective the amending provisions in Circular 03/2025/TT-NHNN. Where the company is established under Pathway 2, the economic organization may open an investment capital account in foreign currency and/or Vietnamese dong before obtaining the IRC, under Clause 3, Article 7 of Circular 38/2026/TT-NHNN. However, the account may only be used to receive charter capital, pay lawful pre-investment costs, and refund capital if the IRC is not granted. The company must then supplement the IRC and ERC to the bank immediately after they are issued.

Seal Engraving, Tax Registration, and E-Invoice Issuance

The company decides for itself the type, quantity, form, and content of its seal, including digital signature, and is responsible for managing and keeping the seal in accordance with the company charter, under Article 43 of the 2020 Law on Enterprises. The enterprise code issued upon registration also serves as the tax code, under Article 8 of Decree 168/2025/ND-CP, so the company does not need a separate tax registration procedure. Before generating revenue, the company must register to use e-invoices with the tax authority under Decree 123/2020/ND-CP on invoices and documents.

Applying for Sub-Licenses by Business Line

Depending on the specific business line operated within the export processing zone, the company may need additional sub-licenses under the relevant specialized law, for example an environmental license under the 2020 Law on Environmental Protection, a fire-safety eligibility certificate under the Law on Fire Prevention, Fighting, Rescue and Salvage, or another specialized license before operating the factory. Determining the correct applicable sub-license must be based directly on the business lines registered on the IRC and ERC.

Work Permits for Foreign Employees

If the company employs foreign experts or technical workers, it must apply for work permits under Decree 219/2025/ND-CP, effective from 7 August 2025, which replaces Decree 152/2020/ND-CP and Decree 70/2023/ND-CP. Authority to issue work permits rests with the provincial People’s Committee under Clause 1, Article 4, or the Public Administrative Service Center under Article 9, depending on local delegation.

Which Pathway to Choose Based on the Investor’s Actual Situation

Choosing Pathway 1 or Pathway 2 depends on how ready the dossier is, when the investor needs a legal entity, and the investor’s tolerance for legal risk. Comparing the five criteria below, under the 2025 Law on Investment and Decree 96/2026/ND-CP, helps investors decide before filing the dossier.

Criterion	Pathway 1: IRC First	Pathway 2: Establish First, Complete IRC After
Timing of legal entity	After obtaining the IRC, about 15 working days plus ERC registration time	Immediately after enterprise registration, significantly faster
Legal basis	Articles 27, 32, 37, and 47 of Decree 96/2026/ND-CP	Article 19 of the 2025 Law on Investment; Article 72 of Decree 96/2026/ND-CP
Compliance risk level	Low, since market-access conditions are pre-reviewed by the investment management authority	Higher, since the investor self-certifies and the IRC may be refused if the certification is incorrect
Post-establishment obligation	No deadline binding for supplementing the IRC	Mandatory completion of the IRC within 12 months from the date of establishment
Suitable for	Investors who have already determined their business line and location and are not in urgent need	Investors who need a legal entity quickly to sign contracts, open accounts, or hire staff

Common Errors That Cause Dossier Rejection or Delay

Most dossier rejections or extended review periods stem from the five recurring errors below, each tied to a specific legal basis for investors to check before filing.

The project objective does not match the actual nature of the operation, leading to an incorrect determination of market-access conditions under Article 8 of the 2025 Law on Investment. The leased location is inconsistent with the export processing zone’s sub-zone construction planning, in violation of Clause 4, Article 47 of Decree 96/2026/ND-CP. The ERC dossier lacks required documents under Decree 168/2025/ND-CP, particularly the market-access condition commitment when applying Pathway 2. Confusing a regular FDI company with an EPE, omitting the commitment on customs inspection and supervision conditions under Article 26 of Decree 35/2022/ND-CP. Opening a capital account in violation of the transitional rules of Circular 38/2026/TT-NHNN, causing the bank to refuse to receive capital contributions before the IRC is issued.

Authorized Representation Services for Establishing an FDI Enterprise in an Export Processing Zone

Long Phan Consulting provides foreign investors with comprehensive support throughout the process of establishing an FDI enterprise in an export processing zone:

Advising on whether Roadmap 1 or Roadmap 2 is more suitable based on the project’s objectives and implementation schedule.
Reviewing market access conditions applicable to the proposed investment sectors and business lines.
Preparing the application dossier for an Investment Registration Certificate (IRC) and working directly with the Management Board of the export processing zone.
Preparing the enterprise registration dossier and working with the business registration authority to obtain the Enterprise Registration Certificate (ERC).
Assisting with opening a foreign investment capital account in accordance with Circular No. 38/2026/TT-NHNN.
Advising and assisting with obtaining sector-specific licenses required for activities conducted within the export processing zone.
Advising and assisting with work permit applications for foreign experts and employees.

Clients may send their case documents via email at info@longphanpmt.com or via Zalo at 0906.735.386 for a preliminary assessment.

Frequently Asked Questions About Procedures for Establishing an FDI Enterprise in an Export Processing Zone

Below are common issues foreign investors raise when preparing dossiers to establish an FDI enterprise in an export processing zone, based on the 2025 Law on Investment, Decree No. 96/2026/ND-CP, and related regulations.

1. Is an IRC mandatory before establishing an FDI enterprise in an export processing zone?

No. Under Article 19 of the 2025 Law on Investment and Article 72 of Decree No. 96/2026/ND-CP, foreign investors may establish an economic organization first and then complete the IRC procedure within 12 months from the establishment date, provided that the applicable market access conditions are satisfied.

2. What is the deadline for completing the IRC after the enterprise has been established?

The deadline is 12 months from the date the economic organization is established, pursuant to Clause 4, Article 72 of Decree No. 96/2026/ND-CP. If the IRC has not been obtained by the end of this period, the enterprise may not amend its business registration to add other investment or business sectors until the IRC is issued.

3. Which authority issues the IRC for a project in an export processing zone, and how does this differ from a project outside the zone?

The Management Board of the industrial park, export processing zone, hi-tech park, or economic zone issues the IRC for projects located within the relevant zone, pursuant to Clause 1, Article 27 of the 2025 Law on Investment. Projects located outside these zones fall under the authority of the Department of Finance under Clause 2, Article 27 of the 2025 Law on Investment.

4. Does an FDI enterprise in an export processing zone automatically qualify as an export processing enterprise?

No. Only an enterprise conducting export processing activities, namely manufacturing goods for export, providing services for the production of exported goods, and carrying out export activities, qualifies as an export processing enterprise (EPE) under Clauses 20 and 21, Article 2 of Decree No. 35/2022/ND-CP. Such an enterprise must also submit a commitment to satisfy customs inspection and supervision requirements.

5. What are the legal consequences of failing to complete the IRC within 12 months?

Decree No. 96/2026/ND-CP does not provide for automatic dissolution. However, the enterprise may not add other investment or business sectors until the IRC is obtained. In addition, legal liability may arise if the declaration regarding compliance with market access conditions in the enterprise registration dossier is inaccurate, as noted in Official Letter No. 5427/BTC-DNTN of 2026.

6. Can the ERC registration and IRC application be submitted simultaneously?

No. The two roadmaps are designed to be sequential rather than simultaneous. Under Roadmap 1, the IRC must be obtained before the ERC application is submitted because the ERC dossier requires a copy of the IRC. Under Roadmap 2, the ERC may be obtained first, but the IRC must still be completed afterward within the prescribed period.

7. How do the conditional business sectors effective from July 1, 2026 affect projects currently applying for an IRC?

Resolution No. 66.17/2026/NQ-CP reduced the list of conditional investment and business sectors from 198 to 142 sectors and is effective from July 1, 2026 through February 28, 2027. Investors should compare their proposed sectors with the new list. Article 5 of Resolution No. 66.17/2026/NQ-CP preserves the validity of licenses issued before that date during the transitional period.

8. Should investors handle the procedures themselves or engage a consulting firm to establish an FDI enterprise in an export processing zone?

Investors should consider having a legal consulting firm review the dossier before submission, particularly when using Roadmap 2, because an incorrect declaration regarding market access conditions may result in an already-established enterprise being denied an IRC. Long Phan Consulting provides comprehensive services covering roadmap selection, IRC and ERC dossier preparation, liaison with the export processing zone Management Board, and assistance with opening the investment capital account. Clients may send their case documents via email at info@longphanpmt.com or via Zalo at 0906.735.386 for a preliminary assessment.

Conclusion

Roadmap 1 is suitable where the investor has a complete dossier and wishes to minimize legal risks. Roadmap 2 is more suitable where an early legal entity is needed to sign contracts, open accounts, or recruit employees, provided that the investor accepts the obligation to complete the IRC within 12 months. Long Phan Consulting assists foreign investors in selecting the appropriate roadmap, preparing IRC and ERC dossiers, and working directly with the Management Board of the export processing zone. Please contact Hotline 1900636389 for consultation tailored to your project dossier.

📚 This article has been professionally reviewed based on the following legal documents:

2020 Law on Enterprises.
2025 Law on Investment.
Decree No. 96/2026/ND-CP detailing and providing guidance on the implementation of certain provisions of the 2025 Law on Investment.
Note: Laws and regulations may change over time. Please contact Long Phan Consulting directly via Hotline 1900.63.63.89 for the latest advisory updates.

Dương Thị Kim Ngân

Jurist Ngan Duong Thi Kim - Partner of Long Phan, Ms. Ngan possesses profound knowledge in business consulting, labor, and contracts. With dedication and creativity, Ms. Ngân has achieved significant success in advising and supporting businesses in critical areas such as legal matters, finance, management, and contracts. She is committed to providing optimal solutions and helping clients succeed in the business environment.

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