Post-ERC business licences are the layer of checks most often missed when an FDI company has just received its Enterprise Registration Certificate. Holding an ERC does not mean every trading, retail, distribution, e-commerce or specialised service activity may operate immediately.
Investors need to distinguish market-entry licences, business licences, sectoral sub-licences and ongoing operational compliance duties. Without this layer of checks, a company may sign contracts, hire staff or promote services before it is eligible.
This article does not duplicate the overview on business licences for FDI companies; its focus is the post-ERC checklist for companies to review before starting actual operations.
Quick summary: post-ERC business licences
| Focus | Identify the licences and operating conditions needed after an FDI company is granted its ERC. |
|---|---|
| When to check | Right after the ERC and before signing sales contracts, providing services or operating business locations. |
| Documents to review | ERC, business lines, sales model, locations, website/app, labour and template contracts. |
| Main risk | Operating before obtaining sub-licences or meeting sectoral conditions. |
Table of contents
Legal basis and points to verify
For foreign investment matters, the legal answer usually depends on the filing time, the actual business line, the investor’s nationality, the project location and how the competent authority is applying the rules. This article therefore uses cautious wording and does not assume a specific authority where the location and procedure are not yet determined.
Investors should read the rules as a chain: market access conditions, investment forms, registration dossiers, corporate obligations, sectoral licences and post-operation compliance. Anything uncertain should be recorded as a legal review note to check before signing or filing.
The official sources below are the starting points for verification. When applying them to a specific dossier, also review sectoral instruments, international treaties, transitional guidance and the competent authority’s practice at the time of filing.
- Law on Investment 2025 No. 143/2025/QH15 – Government e-Portal
- Law amending and supplementing a number of articles of the Law on Enterprises 2025 – Government e-Portal
- Decree 168/2025/NĐ-CP on enterprise registration
- National Portal on Enterprise Registration – Legal instruments
- National Portal on Foreign Investment
Key legal issues
FDI companies often focus on obtaining the IRC/ERC, but the operational-risk stage only begins once the legal entity exists. The same company may face different conditions for wholesale, retail, distribution, advertising, e-commerce, logistics or data services.
The post-ERC checklist helps management know which activities can start immediately, which need licences, which need internal procedures, and which should be paused for verification.
Pre-action checklist
- Compare the business lines on the ERC against the planned revenue activities.
- Check wholesale, retail, distribution, import, export, e-commerce and advertising where applicable.
- Review business locations, warehouses, shops, branches and location-specific sectoral licences.
- Check template contracts, payment terms, delivery, warranties and customer liability.
- List sub-licences, notifications, website/app registrations, foreign labour and reporting duties.
- Assign signing authority and an approval workflow before the first commercial contract is signed.
Process
- Collect the ERC, the IRC if any, the charter, business lines and the first-90-day operation plan.
- Build a matrix of actual activities and compare against licence conditions.
- Prioritise licences or notifications that could block revenue.
- Draft the necessary dossiers, internal procedures and template contracts.
- Set up renewal, reporting and licence-update reminders plus periodic checks.
Practical notes
In practice, the biggest risk is usually not a missing form but a legal dossier that does not match the commercial decisions. An investor who leases a site, pays deposits, transfers money, appoints managers or fixes the capital ratio before a full review may have to renegotiate or explain over several rounds.
Keep a document version-control sheet. Every change in business lines, products, location, shareholders, capital or timeline can change the legal conclusion. The summary sent to the parent company should clearly separate concluded issues, assumed issues and issues needing verification with the competent authority.
For Chinese- or English-speaking companies, prepare bilingual explanations for sensitive points: sectoral conditions, capital, the capital account, signing authority, the representative, lease contracts and post-establishment licences. This keeps internal decisions aligned with the dossier filed in Vietnam.
Common risks
- Assuming the ERC is enough to operate the entire business model.
- Doing retail, distribution or online business without reviewing the corresponding conditions.
- Not updating business locations, branches or warehouses.
- Missing work permits for foreign specialists joining the operation.
- Template contracts that do not reflect the licence conditions and the permitted business scope.
Dossier to prepare
- The ERC, the IRC if any, the charter, business lines and licences already granted.
- Description of sales channels, products, services, website/app, warehouses, shops and business locations.
- Template contracts with customers, suppliers, distributors and carriers.
- The foreign labour list, job positions, work permits and internal dossiers.
When to contact a lawyer
Not every dossier needs a lawyer for the whole process, but the situations below should be reviewed early to avoid fixing mistakes after signing, filing or suspending operations.
- Dossiers involving large capital, multiple investors, an offshore parent company or transactions to be signed on a tight deadline.
- Projects in conditional sectors, distribution, retail, manufacturing, industrial parks, data, e-commerce or fields needing sectoral licences.
- Investors adjusting, transferring, suspending or terminating an operating project, because the dossier is often tied to tax, labour, land and contracts.
- Bilingual documents, cross-border powers of attorney, parent-company reporting or explanation requests from the competent authority.
What FLAT LAW FIRM does
- Review the investment structure, dossier, licences, underlying contracts and the post-filing or post-approval obligation checklist.
- Prepare the list of issues to verify, missing documents, risks by priority and a realistic handling roadmap.
- Draft, review and coordinate documents in Vietnamese, Chinese and English for investors, parent companies and the Vietnam team.
- Support dealings with partners, lessors, target companies, competent authorities or specialist consultants when needed.
Further reading
Frequently asked questions
With an ERC, are further business licences still needed?
Possibly, depending on the business lines and actual activities. The ERC does not automatically replace every sub-licence.
Is a retail licence always required?
Not every model is the same. It depends on the sales activity, customers, locations and distribution structure.
Does an e-commerce website need registration?
It may need notification or registration depending on the website/app functions and the transaction model.
Can contracts be signed before sub-licences are obtained?
It needs review. Some contracts can be signed conditionally, but actual operation before meeting the conditions can be risky.
When should the post-ERC checklist be reviewed?
Right after the ERC is issued, and updated whenever a new product, sales channel or location is added.
What does FLAT LAW FIRM do?
We can build the licence matrix, review contracts, prepare dossiers and design the post-ERC compliance checklist.
Talk to FLAT LAW FIRM
If you are preparing to sign contracts, file dossiers, adjust a project or restructure an investment in Vietnam, send us the business model, existing documents and expected timeline so FLAT LAW FIRM can review the next step.
Disclaimer
This article is for general legal information purposes only and does not constitute formal legal advice for any specific matter.
Sources of law and update date
The content below is standardised against official legal sources checked on 20/08/2026. The scope of application may vary by transaction type, field, location and the sectoral guiding instruments.
How to apply in practice
- Identify the transaction/matter type, the parties involved, the location and the time the rule needs to be applied.
- Compare the legal source against the dossier, sectoral conditions, licences and the guiding instruments in force.
- Keep documents, deadline milestones and the decision basis to control risks during implementation.
