Understanding the Enterprise Registration Certificate Vietnam

ERC in Vietnam is the foundational legal document confirming the establishment and operational legitimacy of any enterprise in the country. For foreign investors, being granted this certificate is the crucial final step after securing the Investment Registration Certificate (IRC), officially granting your company legal status and the right to do business in Vietnam. TICA TRUSTLEGAL specializes in navigating these dual-licensing procedures, ensuring your application is flawless and fast-tracked.

1. What is the Enterprise Registration Certificate Vietnam (ERC)?

The Enterprise Registration Certificate Vietnam (ERC) is a hard copy or electronic document issued by the Business Registration Office (BRO) under the Department of Planning and Investment (DPI).

Key Characteristics of the ERC:

• Legal Status Confirmation: The ERC verifies the legal establishment of your company, granting it the right to operate and the protection of its lawful rights, property ownership, and investment capital.
• Tax Registration: The unique Enterprise Code assigned on the ERC also serves as the company’s Tax Identification Number (TIN) and, eventually, its social insurance participation code.
• Not a Business License: It is often confused with a business license. The ERC confirms establishment, but for conditional investment sectors (e.g., banking, real estate, education), additional sub-licenses are required after the ERC is granted.
• Business Households: Note that Business Households do not receive an ERC; they are issued a Business Household Registration Certificate, as they do not possess independent legal status.

Read more: Vietnam Business Registration: 2026 Guide for Investors

2. Critical Information Contained in the ERC

Understanding the contents of the ERC is vital for ongoing compliance. According to Article 28 of the Law on Enterprises 2020, the ERC includes:

Important Note: Unlike previous versions, the company’s Registered Business Lines are not displayed on the ERC itself but can be verified publicly via the Vietnam National Business Registration Portal.

3. The Crucial Steps to Obtain an ERC in Vietnam (for FDI)

For a foreign-owned company (FDI), obtaining the enterprise registration certificate vietnam is typically Step 2 or 3 in the complete Vietnam Company Incorporation process. TICA TRUSTLEGAL’s comprehensive service ensures all prerequisites are met:

Step 1: Consultation and Pre-Investment Approval (if required)

We consult on choosing the right legal entity (LLC or JSC) and determine if your project falls into a “conditional” or “mega-project” category requiring initial investment policy approval from competent authorities.

Step 2: Securing the Investment Registration Certificate (IRC)

This is the most critical and time-consuming step for FDI. The IRC establishes the foreign investor’s legal right to invest. It requires submitting a detailed Investment Project Proposal and Proof of Financial Capacity (bank statements or capital commitment). The regulatory processing time is 15 working days, though practical timelines can vary.

Step 3: Preparing the ERC Documentation

Once the IRC is obtained (or concurrently if no IRC is required), we prepare the complete ERC dossier. All foreign documents (e.g., passport copies, legal documents of the corporate investor) must be notarized, legalized by consular officials, and officially translated into Vietnamese.

Required Documents Include:

• Application form for business registration.
• Draft of the Company Charter (Articles of Association).
• List of founding members/shareholders (for LLC/JSC).
• Copies of legal documents for the Legal Representative and investors.

Step 4: Applying for and Receiving the ERC

The complete dossier is submitted to the Business Registration Office (BRO) under the DPI.

• Issuance Time: The regulatory time for assessment is generally 03 working days from the receipt of a valid dossier.
• Granting Conditions: The company name must comply with regulations, the business lines must not be prohibited, the dossier must be valid, and the registration fee must be paid.

The IRC and the ERC in Vietnam are the two fundamental certificates required to establish a foreign-owned business.

4. Post-Licensing Procedures: Beyond the ERC

Receiving the enterprise registration certificate vietnam is only the halfway point to operational readiness. TICA TRUSTLEGAL provides essential post-licensing support:

• Seal & Seal Sample Registration: Engraving the official company seal and completing the required registration.
• Bank Account Opening: Facilitating the opening of the Direct Investment Capital Account (DICA) for capital transfer and the current account for transactions.
• Capital Contribution: Ensuring investors contribute the Charter Capital within the mandatory 90-day deadline from the ERC issuance date.
• Tax & E-Invoice Registration: Completing the initial tax registration, business license tax payment, and setting up the mandatory electronic invoicing system.
• Sub-licenses: Applying for any necessary licenses for conditional sectors (if applicable).

Read more: Complete Guide to Company Incorporation in Vietnam for 2026

5. Changing Content on the ERC in Vietnam

During the company’s operation, changes to key information on the ERC in Vietnam are common (e.g., company name, head office address, legal representative, charter capital).

• For FDI companies, when the content to be changed is listed on the ERC (Name, Address, Capital, Legal Representative), the company often needs to first update the IRC content (if the change affects the investment project) before applying for a new ERC.
• Content not on ERC: Changes to business lines or founding shareholders of unlisted JSC often result in the issuance of a “Certificate of change of enterprise registration content,” rather than a new ERC.

TICA TRUSTLEGAL provides comprehensive advisory services for amending and reissuing both your IRC and ERC, ensuring full compliance with the Law on Enterprises 2020 and Decree 01/2021/ND-CP.

Obtaining the ERC in Vietnam verifies the establishment of your company and marks the successful transition from investment planning to operation. While the licensing process itself may seem simple, it is inextricably linked to the complex requirements of the IRC for foreign-invested enterprises. TICA TRUSTLEGAL has been assisting foreign investors with these complex procedures for years, offering comprehensive services from initial legal consulting to final post-licensing compliance. Contact our experts today to ensure your ERC in Vietnam is obtained efficiently and compliantly, accelerating your entry into the vibrant Vietnamese market.

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