Enterprise Registration Certificate (ERC) in Vietnam

Enterprise Registration Certificate (ERC): who is this service for?

• Foreign investors who have obtained or are applying for an IRC and need to establish a legal entity in Vietnam.
• FDI enterprises needing to change their name, address, business lines, capital, representatives or members/shareholders.
• Chinese-speaking investors needing to understand regulations on representatives, members, shareholders and beneficial owners.
• Foreign parent companies needing charters and governance dossiers compliant with Vietnamese regulations.
• Enterprises needing to standardize their ERC dossier before opening accounts, signing contracts or recruiting.

Legal issues clients commonly face

The company name, business lines and address are often the first sticking points. The name must not be identical or confusingly similar, the business lines must reflect actual operations, and the address must follow the new administrative unit names with a legal basis for use.

The legal representative and signing mechanism need a practical design. If the parent company wants tight control while the representative in Vietnam handles daily operations, the charter and authorizations must be clear.

Beneficial owner information needs careful review where the investment structure has multiple company layers, nominees, investment funds or indirect owners.

What does FLAT LAW FIRM do?

• Checking the enterprise name, company type, business lines and registered address.
• Drafting the ERC dossier, charter, member/shareholder lists and authorization documents.
• Reviewing legal representative information and the signing mechanism.
• Advising on the obligation to declare and update beneficial owner information where applicable.
• Cross-checking the ERC against the IRC to avoid conflicts on capital, objectives and location.
• Guiding information publication, seals, accounts, tax, invoicing and post-registration obligations.

Implementation process

1. Receiving information on the company type, capital, members/shareholders, representatives and business lines.
2. Checking consistency among the IRC, the investor’s internal dossiers and the intended ERC content.
3. Preparing the charter, member/shareholder lists, beneficial owner information and registration dossier.
4. Coordinating signing, filing and following up on responses from the business registration authority.
5. Handing over the ERC and guiding post-establishment obligations.
6. Supporting ERC amendments when the enterprise adjusts its information — detailed procedure and dossiers at Enterprise registration amendments.

Documents clients should prepare

• The IRC where the project falls into cases requiring an IRC.
• Legal documents of the individual or institutional investor.
• Information on legal representatives, titles and contact addresses.
• Intended company name, head office address, business lines, charter capital and ownership ratio.
• Information on members, shareholders and beneficial owners where declaration is required.
• Authorization documents and translations of foreign documents.

Expected timeline

Under Article 26(5) of the Law on Enterprises 2020, the business registration authority issues the ERC within 03 working days from receipt of a complete and valid dossier. In practice, ERC issuance is usually faster than the IRC if the dossier is complete and the content needs no explanation; however, for FDI enterprises, the schedule may depend on the IRC, consular-legalized documents, beneficial owner information, new administrative address names and aligning the charter between the parent company and the team in Vietnam.

Common legal risks

• ERC inconsistent with the IRC on capital, location or project objectives.
• The company name being identical, confusingly similar or non-compliant.
• A charter unclear on signing rights, voting rights and the representative’s authority.
• Failing to update beneficial owner information when the obligation applies.
• The registered address not matching the new administrative names or lacking a basis for use.
• Not preparing for post-registration obligations such as tax, accounts, invoicing and labour.

Legal updates to September 2026

Law No. 76/2025/QH15 amending and supplementing a number of articles of the Law on Enterprises took effect from 01/07/2025. ERC content, members, shareholders, legal representatives and beneficial owners should be reviewed against the legal context to September 2026. For the enterprise address, the rearranged administrative unit names and the two-tier local government model should be checked.

The full text of the above instruments can be found at the Government’s system of normative legal documents. The content on this page should be checked against the instruments in force at the time of filing.

Why choose FLAT LAW FIRM?

FLAT LAW FIRM not only supports ERC filing but also reviews the investment background, capital structure, charter, representatives, beneficial owners and post-registration obligations. For Chinese-speaking clients, we can explain the differences between the Vietnamese enterprise model and the parent company’s overseas governance model.

Frequently asked questions

Useful links