Starting a business in Vietnam requires more than just a great idea—it begins with legal recognition. One of the most essential documents every company must obtain is the Enterprise Registration Certificate (ERC). This certificate proves your company’s legal status, allowing it to operate lawfully within Vietnam.
In this blog, we’ll walk you through everything you need to know about the ERC—what it is, what information it contains, how to apply, conditions for issuance, timelines, and special considerations for foreign-invested enterprises (FDIs). Whether you’re a local entrepreneur or an international investor, understanding the Enterprise Registration Certificate is key to building a compliant and successful business in Vietnam.
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What is an Enterprise Registration Certificate (ERC) in Vietnam?
Definition of ERC in Vietnam
According to Clause 15, Article 4 of Law on Enterprises 2020, an Enterprise Registration Certificate (ERC) in Vietnam is an official paper or electronic document issued by the Business Registration Authority. It confirms that a company is legally registered to operate in Vietnam. The ERC also serves as the company’s Tax Registration Certificate, though it is not a business license.
The ERC is similar to a Certificate of Incorporation in other countries. It proves that your company has been legally established and now has the right to do business in Vietnam—except in sectors requiring special approval.
Once granted, an ERC gives your company:
- Legal status
- Protection of ownership and investment rights
- The ability to enter contracts and generate income
- Recognition by the state for lawful operations
ERC for Different Business Types
According to Clause 15, Article 4 of the Law on Enterprises 2020, ERCs are issued only to enterprises with legal status, including:
- Limited Liability Companies (LLCs)
- Joint Stock Companies
- Partnerships
- Private Enterprises
Business households, which don’t hold legal entity status, are not eligible for an ERC. Instead, they receive a Business Household Registration Certificate as per Article 82 of Decree 01/2021/ND-CP.
Language and Format
ERCs are issued in Vietnamese, which can be a challenge for foreign investors. Each company gets an original copy, and it’s important to keep it in good condition. Recently, Business Registration Offices have started issuing ERCs on white background paper (replacing the old yellow format).
In the future, electronic ERCs with e-signatures from the authorities will be introduced to support Vietnam’s digital transformation. This aims to make administrative processes faster and more efficient for businesses.
Information Included in an Enterprise Registration Certificate
An Enterprise Registration Certificate (ERC) is a legal document issued by the Business Registration Authority under the Department of Planning and Investment, as stated in Article 13 of Decree 78/2015/ND-CP. The certificate officially recognizes the legal status of a business entity in Vietnam.
According to Article 28 of the Enterprise Law 2020, an ERC includes the following information:
Core Details
- Business name and enterprise registration number
- Head office address of the enterprise
- Charter capital (or investment capital for private enterprises)
Legal Representative & Member Details
- Full name, contact address, nationality, and legal ID number of the legal representative for:
- Limited Liability Companies (LLCs)
- Joint Stock Companies (JSCs)
- General Partnerships
- Private Enterprises
- For individual members of an LLC:
- Full personal details and legal document numbers
- For organizational members:
- Organization name, business registration number, and head office address
Once issued, the ERC confirms that a company has legal status from the date of issuance. From that day forward, the enterprise can legally operate—except in areas requiring special permits under conditional investment or business sectors.
When Does the Enterprise Registration Certificate Need to Be Changed?
According to Article 30 (Clauses 1 & 4) of the Law on Enterprises 2020, companies must update their Enterprise Registration Certificate (ERC) if any registered content changes, as outlined in Article 28, Decree 01/2021/ND-CP.
Two Main Scenarios for Changing the ERC
- Correction (Revise):
If the ERC contains incorrect information (compared to what’s in the registration dossier), the company must submit a written correction request to the Business Registration Office. A new, corrected ERC will be reissued. - Update (Change):
If there’s a change in critical information such as:- Business name
- Legal representative details
- Business address
When the ERC Is Not Reissued
In certain cases, business registration information changes, but the ERC itself is not reissued. Instead, the company receives a Certificate of Change in Enterprise Registration Content. This applies when:
- The business line changes
- There is a change in founding shareholder information of an unlisted joint stock company (as per Clause 2, Article 57 of Decree 01/2021/ND-CP)
- An unlisted joint stock company transfers shares to a foreign investor (Clause 3, Article 31 of Law on Enterprises)
- A company updates its tax registration details (e.g. tax method), without changing enterprise content
Conditions to Be Granted an Enterprise Registration Certificate
Under Article 27 of the Law on Enterprises 2020 and Article 34 of Decree 01/2021/ND-CP, a business will be granted an Enterprise Registration Certificate (ERC) when it meets all the following conditions:
- Business lines are not prohibited by law for investment or operation
- Company name follows legal naming rules
- Complete and valid enterprise registration documents are submitted
- The registration fee is fully paid, based on state regulations
Note: Once a new ERC is issued, the old one becomes invalid.
Enterprise Registration Certificate Issuance Timeline
Under Article 33 of Decree 01/2021/ND-CP on enterprise registration, the process and timeframe for granting an Enterprise Registration Certificate (ERC) are clearly defined.
Standard Processing Time
The Business Registration Office is required to issue the ERC within 03 working days from the date it receives a complete and valid registration dossier from the applicant.
If the Application is Incomplete or Invalid
If the submitted dossier is invalid—due to errors, missing documents, or if the proposed enterprise name violates naming regulations—the Business Registration Office must respond in writing. This notice, outlining the required corrections or additional documents, must be sent to the applicant within 03 working days from the date of receipt.
Right to Submit a Complaint
If the ERC is not issued, or if no feedback is provided by the deadline, the enterprise founder or business has the right to submit a formal complaint or denunciation. This right is granted under the law on complaints and administrative procedures and ensures accountability in the registration process.
How to Apply for an Enterprise Registration Certificate?
Applying for an Enterprise Registration Certificate (ERC) in Vietnam involves a clear four-step process, as outlined by the current enterprise laws and regulations. Here’s what businesses need to do:
Step 1: Prepare the Application Dossier
Begin by drafting your enterprise establishment dossier. This includes gathering all necessary documents and information as required under the official “Enterprise Registration Documents” guidelines. Ensure that the details are complete and accurate before moving on to the next step.
Step 2: Submit the Application and Pay the Fees
Submit your ERC application at the Business Registration Office where your company is headquartered. You’ll also need to pay the applicable state registration fee.
For companies based in Hanoi, note that the entire registration process must be completed online.
Step 3: Application Review and Processing Time
Once the competent authority receives a valid application, they must issue the ERC within 03 working days.
If the application is incomplete or the proposed company name does not comply with regulations, the Business Registration Office is required to send a written notice specifying what needs to be corrected—also within 03 working days of receiving the application.
Step 4: Publication of Registration Information
Once the ERC is officially granted, your enterprise’s information will be published on the National Business Registration Information Portal. This ensures transparency and public access to essential business data.
Conclusion
For foreign direct investment (FDI) enterprises in Vietnam, obtaining an Enterprise Registration Certificate (ERC)is a critical step—but it often involves additional procedures compared to local businesses.
FDI companies must typically secure an Investment Registration Certificate (IRC) before applying for an ERC, especially when formed through direct investment. In cases where the enterprise is established through capital contribution, share purchase, or acquisition of a Vietnamese company, the required procedures for registering the capital transaction must be completed first, followed by the ERC update.
It’s also important to note that any changes to key business details—such as the business code, name, registered address, ownership structure, charter capital, or legal representative—require updates not only to the ERC but also to the IRC, where applicable.
However, if the change affects only the Enterprise Registration Certificate (and not the investment registration content), the foreign-invested business only needs to process the update through the Business Registration Office under the Department of Planning and Investment.
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The Nest Asia is a one-stop resource offering comprehensive information, practical relocation advice, cultural insights, valuable connections, and trusted services to help expatriates living in Vietnam navigate the transition, overcome challenges, and build a fulfilling life abroad. Starting your journey in a new country can often feel overwhelming. The Nest Asia is your trusted partner – we’re here to simplify that process and ultimately make Vietnam feel like home for you and your loved ones.
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Disclaimer: The Nest Asia is not an authorized provider of official government or non-government services. The information provided is intended for general guidance only. While we strive to offer accurate and timely information, we make no representations or warranties regarding its completeness or accuracy.
