The Enterprise Registration Certificate (ERC) is a mandatory legal document for foreign-invested companies seeking to establish and operate a business in Vietnam. Issued by the competent business registration authority, the ERC legally recognizes the enterprise and enables it to conduct commercial activities in accordance with Vietnamese law.

This article outlines the legal framework, eligibility conditions, application procedures, and compliance obligations relating to the ERC for foreign-invested enterprises in Vietnam.

1. Legal Framework and Role of the Enterprise Registration Certificate (ERC)

Legal basis governing the issuance and function of the Enterprise Registration Certificate in Vietnam

The Enterprise Registration Certificate is issued pursuant to the Law on Enterprises 2020 and Decree No. 168/2025/ND-CP on enterprise registration. For foreign-invested companies, the ERC serves as official confirmation of the enterprise’s legal status and registration information.

The ERC records essential corporate particulars, including the enterprise name, enterprise identification number (which concurrently serves as the tax code), head office address, charter capital, ownership structure, legal representative(s), and registered business lines. Any change to these registered details—such as capital adjustments, changes in shareholders or legal representatives, or amendments to business activities—must be duly registered with the competent authority through an ERC amendment procedure in compliance with statutory requirements.

In practice, a foreign-invested enterprise may only commence lawful operations after the ERC has been issued. The absence of a valid ERC prevents the company from opening bank accounts, issuing invoices, and entering into legally enforceable contracts in Vietnam.

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2. Eligibility Conditions for Issuance of an ERC to Foreign-Invested Companies

Requirements for foreign-invested enterprises to obtain an Enterprise Registration Certificate

To be eligible for an ERC, foreign-invested companies must satisfy all conditions applicable to foreign investors under Vietnamese law.

Firstly, the proposed business activities must comply with Vietnam’s market access conditions for foreign investors, including foreign ownership limitations, operational scope restrictions, and sector-specific requirements imposed by domestic legislation and international treaties to which Vietnam is a party.

Secondly, the charter capital must be appropriate for the registered business lines and must be fully contributed within the statutory timeframe. Capital contributions by foreign investors are required to be made through a foreign direct investment (FDI) capital account opened at a licensed commercial bank in Vietnam.

Finally, the enterprise must have a lawful head office address and at least one legally qualified legal representative. In most cases, foreign investors are also required to obtain an Investment Registration Certificate (IRC) prior to applying for the ERC, except where otherwise provided by law.

In practice, failure to satisfy any of the above conditions may result in delays or rejection of the ERC application, particularly in sectors subject to conditional market access or foreign ownership restrictions. In addition, inconsistencies between the proposed business lines, registered charter capital, and actual operational plan may trigger further clarification requests from the licensing authority.

Accordingly, a pre-investment legal review is strongly recommended to assess market access eligibility, capital contribution arrangements, and licensing requirements, thereby minimizing regulatory risks and ensuring a smooth enterprise registration process in Vietnam.

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3. ERC Application Dossier and Registration Procedure in Vietnam

ERC application process and required submission documents

3.1. Required Documents for ERC Application

The ERC application dossier for a foreign-invested company typically includes the following documents:

• Application for enterprise registration in the prescribed form
• Company charter duly signed by all members or founding shareholders
• List of members (for a multi-member limited liability company) or list of founding shareholders (for a joint stock company)
• Legal documents of foreign investors:
• Valid passport (for individual investors); or
• Certificate of incorporation or equivalent document (for corporate investors)
• Appointment documents of the legal representative
• Investment Registration Certificate (IRC), where required by law

All documents issued outside Vietnam must be consular legalized, translated into Vietnamese, and notarized in accordance with Vietnamese regulations. Any inconsistency in legal documents may lead to rejection of the ERC application.

3.2. Submission Authority and Filing Method

The ERC application must be submitted to the Business Registration Authority under the Department of Finance of the province or centrally governed city where the company’s head office is located.

In practice, applications are filed via the National Business Registration Portal, followed by submission of hard-copy documents upon request. Accurate declaration of enterprise information is essential to avoid administrative delays during the review process.

3.3. Statutory Processing Time for ERC Issuance

According to Vietnamese enterprise registration regulations, the statutory processing time for issuing an Enterprise Registration Certificate is three working days from the date of receipt of a complete and valid dossier.

However, for foreign-invested companies operating in conditional or restricted business sectors, the actual processing time may be extended due to additional review by competent authorities.

3.4. Common Issues Leading to Delays or Rejection

In practice, ERC applications for foreign-invested enterprises may be delayed or rejected due to:

• Inconsistencies between the ERC application and the Investment Registration Certificate
• Incorrect or incomplete business line registration
• Improperly legalized or translated foreign documents
• Ineligible head office address under Vietnamese law
• Failure to meet market access conditions applicable to foreign investors

These issues highlight the importance of thorough legal review and professional support throughout the ERC registration process.

>> SEE ALSO: INVESTMENT REGISTRATION CERTIFICATE (IRC) APPLICATION PROCEDURE IN VIETNAM

4. Post-ERC Compliance Obligations for Foreign-Invested Enterprises

Following the issuance of the ERC, foreign-invested companies are required to complete several post-licensing procedures before commencing full-scale operations. These include tax registration, opening of corporate and FDI capital accounts, capital contribution in accordance with statutory deadlines, registration for electronic invoicing, and fulfillment of sector-specific licensing requirements, if applicable.

Foreign-invested enterprises must also comply with ongoing corporate governance, accounting, and reporting obligations under Vietnamese law. Failure to meet post-ERC compliance requirements may result in administrative penalties, suspension of business activities, or other legal consequences.

Accordingly, foreign investors are strongly advised to engage professional legal counsel to ensure full compliance throughout both the incorporation and operational phases of their business in Vietnam.

5. Frequently Asked Questions (FAQs)

5.1. Is an Investment Registration Certificate (IRC) required before applying for an ERC?

As of 1 March 2026, Vietnamese law allows foreign investors to establish an economic organization for the implementation of an investment project prior to completing the procedures for the issuance or adjustment of an Investment Registration Certificate (IRC).

In such cases, foreign investors must satisfy all applicable market access conditions for foreign investors at the time of establishing the economic organization. The procedures for the issuance or adjustment of the IRC shall then be carried out after the establishment of the economic organization, in accordance with the Law on Investment and its implementing regulations.

5.2. How long does it take to obtain an Enterprise Registration Certificate in Vietnam?

The statutory processing time for issuing an ERC is three working days from the date of receipt of a complete and valid application dossier.
In practice, the actual timeline may be longer for foreign-invested enterprises operating in conditional or restricted business sectors, or where additional clarification is requested by the licensing authority.

5.3. Does a change in charter capital or legal representative require an ERC amendment?

Yes. Any change to key enterprise information recorded in the ERC, including charter capital, legal representative, company name, head office address, or business lines, requires an ERC amendment procedure in accordance with Vietnamese enterprise registration regulations.

5.4. What are the risks of incorrect ERC registration?

Incorrect or incomplete ERC registration may result in application rejection, delayed licensing, administrative sanctions, or difficulties during post-licensing procedures such as tax registration and capital contribution. Professional legal assistance can help mitigate these risks and ensure full compliance with Vietnamese law.

5.5. Are there any restrictions on business lines for foreign-invested companies?

Yes. Certain business lines in Vietnam are subject to market access restrictions or conditions for foreign investors, including limitations on foreign ownership ratios, operational scope, or licensing requirements. Foreign investors must carefully review applicable regulations and international treaties before registering business activities.

The Enterprise Registration Certificate (ERC) is a fundamental legal requirement for foreign-invested companies seeking to establish and operate in Vietnam. A clear understanding of the ERC’s legal framework, eligibility conditions, registration procedures, and post-licensing obligations is essential to ensure full legal compliance and mitigate potential risks.

Given the complexity of Vietnam’s regulatory environment for foreign investors, engaging experienced legal counsel can significantly streamline the ERC registration process and prevent costly delays or compliance issues. Should you require professional assistance with ERC application, amendment, or post-licensing procedures, our legal team is available to provide comprehensive and practical support tailored to your investment objectives.

For further information or personalized legal advice, please contact us to discuss your specific requirements and receive timely assistance from our experienced Vietnam investment lawyers.

Contact Information:

Hung Phi Law Firm

Phone: (+84) 962 75 28 38

Email: luathungphi@gmail.com

Website: hungphi.vn

Sincerely,