The ERC is the company’s birth certificate, and for a foreign-invested company the ERC dossier does not stand alone: it is built on the issued IRC and on the foreign investor’s legal documents that have passed consular legalisation. The most common reason ERC dossiers are returned is not the forms but inconsistency among three data sources: the IRC, the company charter and the enterprise registration application. This article lists the full dossier contents under Enterprise Law 59/2020/QH14, amending Law 76/2025/QH15 and Decree 168/2025/ND-CP on enterprise registration, and pinpoints the matching points a preparer must check before filing.
Legal basis
The current instrument system for this topic places Investment Law No. 143/2025/QH15, effective from 1 March 2026, at the centre, with Decree No. 96/2026/ND-CP detailing procedures on the Investment Registration Certificate. Work relating to the enterprise implementing the project is governed by Enterprise Law No. 59/2020/QH14, amending Law No. 76/2025/QH15 and Decree No. 168/2025/ND-CP replacing Decree No. 01/2021/ND-CP on enterprise registration. The analysis below follows this new framework throughout and does not reuse readings from the 2020 Investment Law era where the two frameworks differ.
Analysis and step-by-step procedure
When applying the rules to ERC dossier foreign-invested company documents, the first thing to clarify is the boundary between work belonging to ERC dossier foreign-invested company documents and work belonging to neighbouring procedures, because dossiers on ERC dossier foreign-invested company documents usually stall not at appraisal but where the company misclassifies the procedure type for ERC dossier foreign-invested company documents. A good dossier for ERC dossier foreign-invested company documents always tells one consistent story from the first page to the last: why ERC dossier foreign-invested company documents arose, what change or event ERC dossier foreign-invested company documents concerns, which documents prove ERC dossier foreign-invested company documents, and what outcome the investor asks the investment registration authority to record about ERC dossier foreign-invested company documents. In receiving practice, the officer handling ERC dossier foreign-invested company documents reads the file by cross-checking, placing the request on ERC dossier foreign-invested company documents beside the current IRC and the evidence on ERC dossier foreign-invested company documents beside the internal records the company must later produce at any post-inspection of ERC dossier foreign-invested company documents. The hidden cost of ERC dossier foreign-invested company documents rarely sits in fees; it sits in supplementation rounds for ERC dossier foreign-invested company documents, where each round on ERC dossier foreign-invested company documents adds waiting time, re-translation time for documents tied to ERC dossier foreign-invested company documents and the risk of data drift among papers already filed for ERC dossier foreign-invested company documents. Experienced companies prepare a dedicated checklist for ERC dossier foreign-invested company documents, in which every document of ERC dossier foreign-invested company documents is tagged with its origin, issue date, legalisation status if it is a foreign document serving ERC dossier foreign-invested company documents, and the person responsible for updating it when ERC dossier foreign-invested company documents changes. The governance angle matters as much as the legal angle in handling ERC dossier foreign-invested company documents: the decision on ERC dossier foreign-invested company documents should be recorded at the competent level inside the company, so successors later understand why ERC dossier foreign-invested company documents was handled in the chosen way rather than through another option for ERC dossier foreign-invested company documents. Where ERC dossier foreign-invested company documents involves an outside partner, every oral understanding about ERC dossier foreign-invested company documents should become a written document before the ERC dossier foreign-invested company documents dossier is filed, because the investment registration authority records only contents about ERC dossier foreign-invested company documents appearing in official documents, not private exchanges about ERC dossier foreign-invested company documents. Timing is also a variable to compute for ERC dossier foreign-invested company documents: filing the ERC dossier foreign-invested company documents dossier before internal data on ERC dossier foreign-invested company documents is locked creates follow-on corrections, while waiting one beat to lock the ERC dossier foreign-invested company documents data usually shortens the total timeline of the whole ERC dossier foreign-invested company documents process. Once ERC dossier foreign-invested company documents is complete the work is not over: the outcome of ERC dossier foreign-invested company documents must flow into the next project report, into the archived file for ERC dossier foreign-invested company documents and into the periodic compliance task list, so that ERC dossier foreign-invested company documents does not become a fresh gap at the next review. Investors should keep an internal summary of ERC dossier foreign-invested company documents with three parts: what changed through ERC dossier foreign-invested company documents, which documents evidence ERC dossier foreign-invested company documents, and which duties attached to ERC dossier foreign-invested company documents remain open; this summary of ERC dossier foreign-invested company documents proves especially useful during due diligence or a project management handover.
- Prepare the enterprise registration application on the current form, filling data that matches the IRC exactly on name, address, business lines and capital.
- Draft the company charter with the mandatory contents under Enterprise Law, stating capital structure, the legal representative and voting principles.
- Prepare the list of members or founding shareholders with each investor’s legal documents: consular-legalised and translated copies for foreign documents.
- Attach a copy of the issued IRC, plus the authorisation document and the authorised filer’s papers if the legal representative does not file in person.
- File at the provincial business registration authority where the head office sits or via the National Business Registration Portal, then complete registration content disclosure once the ERC is issued.
Common errors and practical notes
An individual foreign investor is not required to be physically present in Vietnam for the ERC, because the procedure can run through an authorised person and the electronic registration channel; what is mandatory is that the investor’s documents are complete and valid. On fees, this area has clearer official instruments than IRC procedures: the enterprise registration fee follows Circular 47/2019/TT-BTC, electronic filing is fee-exempt, and the registration content disclosure fee is a separate item listed in the fee schedule. On timing, rely on the listed timeline of the receiving locality rather than any hearsay figure, counted from when the dossier is confirmed valid.
Concrete closing action: reconcile the project’s current contents against the analysis above, prepare the dossier in the exact sequence set out for the topic of ERC dossier foreign-invested company documents, and file only when every document agrees with the others. If the project’s situation involves a dispute or an authority reminder, obtain advice from an investment lawyer before filing any document.
Frequently Asked Questions
What documents make up the ERC dossier for a foreign-invested company?
The core set comprises the enterprise registration application, the company charter, the list of members or founding shareholders, the investor’s legal documents legalised and translated if foreign, and a copy of the issued IRC. Depending on company type, the business registration authority may require additional items on the forms of Decree 168/2025/ND-CP.
With the IRC in hand, where is the ERC done, and must investor documents be filed again?
The ERC dossier goes to the provincial business registration authority where the head office is located, or via the National Business Registration Portal. The investor’s legal documents are still needed in the ERC dossier as valid copies, because the business registration authority is separate from the IRC issuer and must establish enterprise data itself.
Must a foreign individual be present in Vietnam for the ERC?
Not required. A foreign individual investor may authorise another person to file and collect results, or proceed through the electronic channel under the current registration mechanism. The practical condition is that the investor’s identity and legal documents are valid; physical presence is not a procedural requirement.
This article has been quality-reviewed by the FLAW AI Legal Council