Operating License vs IRC for US Dental Investors in Vietnam: Understanding the Difference

US investors entering Vietnam’s dental clinic market frequently encounter two key documents: the Investment Registration Certificate (IRC) and the Healthcare Operating License (Giay Phep Hoat Dong). These are distinct documents issued by different government agencies at different stages of the business setup process. Confusing them—or misunderstanding their respective functions—leads to planning errors and potentially costly delays.

This guide clearly explains what each document is, which government agency issues it, what it authorizes, and how they fit into the overall dental clinic establishment process.

What Is the Investment Registration Certificate (IRC)?

The Investment Registration Certificate (IRC) is the foundational investment approval document issued by the provincial Department of Finance. For US dental investors, the IRC:

• Authorizes the foreign investment in Vietnam (confirms that the business activity is open to foreign investment and records the investment);
• Specifies the investor, invested enterprise, business objectives, charter capital, and project location;
• Does not authorize the clinic to commence healthcare operations;
• Is required before any facility work begins.

For dental clinic investments (a conditional business sector), the Department of Finance coordinates with the MOH or provincial Department of Health to confirm that the planned healthcare activity is eligible for foreign investment before issuing the IRC. This adds a consultation step that may extend IRC processing to 15–30 working days.

What Is the Healthcare Operating License (Giay Phep Hoat Dong)?

The Healthcare Operating License is the document that specifically authorizes a dental clinic to provide healthcare services to patients. It is issued by:

• The Ministry of Health: for private dental hospital.
• The provincial Department of Health: for most outpatient dental clinics.

Under Decree 96/2023/ND-CP and Decree 148/2025/ND-CP, the operating license for a dental clinic specifies:

• The facility name and address;
• The authorized service scope (types of dental services that may be provided);
• The name of the responsible clinical director;
• The operating license number and validity period.

Without the operating license, the clinic cannot legally receive patients or provide any dental services, even if the company is fully registered and the facility is physically complete.

The Correct Sequence: IRC Before Operating License

US investors must obtain the IRC before applying for the operating license. The correct sequence is:

1.Either secure IRC from Department of Finance (confirms investment approval) first and then Register the enterprise by obtain Enterprise Registration Certificate (ERC) from Department of Finance or Vice Versa; 2. Complete facility construction and fit-out to meet Decree 96/2023/ND-CP standards; 3. Ensure the responsible director has obtained their Vietnamese dental practice license; 4. Obtain supporting permits (fire safety certificate, radiation safety permit for X-ray); 5. Submit operating license application to provincial Department of Health; 6. Receive operating license; 7. Open clinic for patient services.

Attempting to reverse or skip steps in this sequence is not legally possible—the operating license application requires both a valid IRC and a facility that meets licensing standards.

What Each Document Does NOT Cover

US investors should be clear on what each document does not authorize:

• The IRC does not authorize clinical operations—you cannot treat patients based on an IRC alone;
• The operating license does not authorize the investment or business registration—the company must also have its ERC;
• Neither document substitutes for individual practitioner licenses—all dentists must hold separate Vietnamese practice licenses;
• Neither document is permanent—both have defined validity periods and must be renewed or updated when material information changes (e.g., change of responsible director, expansion of service scope, change of address).

Updating and Amending the Documents

Both the IRC and the operating license must be amended whenever material changes occur:

• Change of clinic address: Requires amendment to both the ERC and the operating license;
• Addition of new dental services (e.g., adding implant surgery to a previously general-dentistry-only license): Requires an operating license amendment application;
• Change of responsible clinical director: Must be reported to the Department of Health and reflected in an updated operating license;
• Increase in charter capital or change of ownership structure: Requires IRC and ERC amendment.

US investors should build a regulatory change management process into their clinic operations to ensure all amendments are filed promptly and accurately.

Conclusion

The IRC and the healthcare operating license serve distinct and complementary functions in the Vietnamese dental clinic establishment process. The IRC is the investment approval; the operating license is the healthcare practice authorization. US dental investors must obtain both, in the correct sequence, before commencing clinical operations. TTVN Legal provides comprehensive legal support for US dental investors navigating both the investment registration and healthcare licensing pathways in Vietnam.