Key Takeaways

• An Enterprise Registration Certificate (ERC) is crucial for legally operating a business in Vietnam.
• To obtain an ERC, businesses must follow a series of steps, including meeting regulatory requirements and preparing necessary documents.
• Working with a reliable service provider and maintaining accurate records can increase the chances of a successful ERC application and ongoing compliance with Vietnamese law.

Vietnam has emerged as a vibrant business hub in Southeast Asia, offering numerous opportunities for local and foreign investors to start and grow their businesses.

Vietnam remains one of the best places to do business, evident by the number of new enterprises set up recently.

According to the General Statistics Office, in 2022, 148,500 enterprises registered to be set up, with a combined capital of more than USD 67 billion.

In fact, 59,800 enterprises re-operated, up 38.8% year-on-year, a nice number to contend with.

However, according to the World Bank’s Ease of Doing Business Index, Vietnam ranks 70th out of 190 countries for starting a business.

This means setting up a business is tedious, hard, and difficult in Vietnam.

Setting up a business in Vietnam requires compliance with local laws and regulations, including obtaining an Enterprise Registration Certificate (ERC).

An Enterprise Registration Certificate is a legal document issued by the Vietnam government that officially recognizes a business entity and allows it to operate within the country.

It is an essential requirement for all types of businesses, whether small, medium, or large, and is a prerequisite for many other legal documents, such as tax registration and licensing.

If you’re planning to start or expand your business in Vietnam, it’s crucial to understand what an Enterprise Registration Certificate is, why it’s important, and how to obtain one.

In Vietnam, it is possible to establish a company with 100% foreign ownership.

Foreign investors and companies seeking to establish a business presence in Vietnam are required to undergo a process of registration with the state authority and obtain the necessary certificates and licenses.

This process is mandated by the Vietnamese government to safeguard the rights of investors and to prevent fraudulent activities in the country’s business landscape.

In this comprehensive guide, we’ll cover everything you need to know about ERCs in Vietnam, from their legal basis and benefits to the application process and tips for a successful application.

So, whether you’re a local entrepreneur or a foreign investor looking to tap into Vietnam’s growing economy, read on to learn more about the Enterprise Registration Certificate and how it can help your business thrive.

Before we venture further into this article, we like to share who we are and what we do.

About 9cv9

9cv9 is a business tech startup based in Singapore and Vietnam with a strong presence all over the world.

With over six years of startup and business experience, and being highly involved in connecting with thousands of companies and startups, the 9cv9 team has listed some important learning points in this overview of what you need to know about the Enterprise Registration Certificate in Vietnam.

If your company needs HR, hiring, or corporate services, you can use 9cv9 corporate services. Book a consultation slot here, or send over an email to [email protected].

What You Need to Know About Enterprise Registration Certificate in Vietnam (Updated in 2023)

1. What is an Enterprise Registration Certificate (“ERC”)?
2. Why is an ERC important?
3. What is inside the ERC?
4. Benefits of having an ERC
5. Requirements for Obtaining an ERC
6. Steps to Obtaining an ERC
7. Tips for a Successful ERC Application

1. What is an Enterprise Registration Certificate (“ERC”)?

An Enterprise Registration Certificate (ERC) is a legal document issued by the Vietnam government (specifically the Department of Planning and Investment) that officially recognizes a business entity and allows it to operate within the country.

The ERC is distinct for its yellow background in the paper as seen below in the image.

The ERC is also known as a Business Registration Certificate or an Investment Registration Certificate, depending on the type of business and its legal status.

The ERC serves as proof of a business’s existence, ownership, and legal status, and it is required by law for all businesses operating in Vietnam.

The certificate contains information such as the business’s name, address, legal representative, the scope of activities, and capital contribution, among others.

The purpose of the ERC is to establish the legal rights and obligations of a business and its owners, including liability for debts and obligations.

It is a prerequisite for several other legal documents, such as tax registration, licensing, and opening bank accounts.

There are different types of ERCs, depending on the type of business and its legal status.

For example, a Limited Liability Company (LLC) requires a different ERC than a Joint Stock Company (JSC) or a Foreign Invested Enterprise (FIE).

2. Why is an ERC important?

The Enterprise Registration Certificate (ERC) is a vital legal document required by all businesses operating in Vietnam.

It is issued by the Vietnam government and officially recognizes a business entity, providing it with legal recognition and legitimacy.

The ERC serves as proof of a business’s existence, ownership, and legal status, and it is a prerequisite for several other legal documents, such as tax registration, licensing, and opening bank accounts.

Furthermore, the ERC provides protection for a business’s interests and assets.

It establishes the legal rights and responsibilities of a business and its owners, including liability for debts and obligations.

Without an ERC, a business may face legal challenges and difficulties in protecting its assets and interests in Vietnam.

In addition, having an ERC allows a business to access government support and services, including public tenders and loans, and it provides opportunities to establish relationships with other businesses and partners.

Overall, obtaining an ERC is essential for any business operating in Vietnam, regardless of its size or industry.

It not only ensures legal compliance but also provides protection, legitimacy, and access to essential services and opportunities.

3. What is inside the ERC?

On the ERC document, there are several pertinent pieces of information such as:

• Enterprise code: a unique registration code also used as the tax code
• Company names: Vietnamese name, English name, and abbreviated name (if any)
• Head office address, phone number, and email
• Charter capital: the total value of assets or shares subscribed during registration, denominated in VND
• Information about legal representatives of the company
• Information about company members/owners of limited liability companies

4. Benefits of having an ERC

Obtaining an Enterprise Registration Certificate (ERC) in Vietnam provides several benefits for businesses operating within the country.

Here are some of the advantages of having an ERC:

1. Protection of business interests and assets: An ERC establishes the legal rights and obligations of a business and its owners, including liability for debts and obligations. It provides legal recognition and legitimacy, protecting a business’s interests and assets from legal challenges and disputes.
2. Legal recognition and legitimacy: The ERC serves as proof of a business’s existence, ownership, and legal status, providing it with legal recognition and legitimacy. It is a prerequisite for several other legal documents, such as tax registration, licensing, and opening bank accounts.
3. Access to government support and services: Having an ERC allows a business to access government support and services, including public tenders and loans. It also provides opportunities to establish relationships with other businesses and partners.
4. Better credibility and reputation: An ERC gives a business better credibility and reputation, as it demonstrates that the business is legally compliant and recognized by the Vietnamese government. It can enhance a business’s reputation and help to attract potential customers, partners, and investors.
5. Opportunities for growth and expansion: Obtaining an ERC is a prerequisite for expanding a business’s operations in Vietnam. It provides a solid foundation for future growth and expansion, as well as access to additional services and resources.

Having an Enterprise Registration Certificate in Vietnam is essential for businesses operating within the country.

It provides legal recognition, protection, and access to government services, enhancing a business’s credibility, reputation, and opportunities for growth and expansion.

5. Requirements for Obtaining an ERC

Obtaining an Enterprise Registration Certificate (ERC) in Vietnam requires businesses to meet certain requirements.

Here are the general requirements for obtaining an ERC:

1. Business registration: The business must be registered and operate under one of the legal forms recognized by Vietnamese law, such as a Limited Liability Company (LLC), Joint Stock Company (JSC), or a Foreign Invested Enterprise (FIE).
2. Valid application dossiers: Your company registration documents must be complete and accurate.
3. Legal representative: The business must have a legal representative who is a Vietnamese citizen or a foreigner with a valid work permit or a business visa. The legal representative is responsible for signing legal documents and representing the business in legal matters.
4. Valid company name: A company’s name must consist of two distinct elements, namely the company type and the private name. It is important to ensure that the proposed name is not already registered and does not cause any confusion with existing registered names.
5. Business address: The business must have a physical address in Vietnam that can receive legal documents and notices.
6. Business activities: The business must have a clear and specific scope of activities that comply with Vietnamese law.
7. Filing fees: As part of the application process for registering a company in Vietnam, it is required to pay a filing fee to the registrar of companies. The payment of this fee can be made through two methods: cash payment or online transfer. Ensuring that the filing fee is fully paid is an essential step in the registration process, as incomplete payment may result in delays or rejection of the application.
8. Capital contribution: The business must have a minimum capital contribution as required by Vietnamese law, which varies depending on the legal form of the business.
9. Tax registration: The business must register for tax purposes and obtain a Tax Identification Number (TIN).
10. Licensing: Depending on the type of business and its activities, the business may need to obtain additional licenses or permits before applying for an ERC.
11. Non-prohibitive: Vietnamese law strictly prohibits foreign investors from registering business activities that are not permitted. This means that investors must ensure that the proposed business lines fall within the scope of permissible activities and do not include any activities that are explicitly prohibited. Failure to comply with this regulation may result in legal penalties and rejection of the registration application.

The specific requirements for obtaining an ERC may vary depending on the type of business and its legal form.

For example, a Joint Stock Company (JSC) may have different requirements than a Limited Liability Company (LLC).

Obtaining an ERC in Vietnam requires businesses to meet specific requirements related to business registration, legal representation, address, activities, capital contribution, tax registration, and licensing.

By meeting these requirements, businesses can obtain an ERC and legally operate within the country.

6. Steps to Obtaining an ERC

Obtaining an Enterprise Registration Certificate (ERC) in Vietnam involves several steps, including:

Get an Investment Registration Certificate (IRC).

For foreigners, there is a need to get this first.

Step 1: Applying for an investment registration certificate (IRC)

For foreign investors seeking to invest in Vietnam, the first step is to declare their investment project details online using the National Foreign Investment Information System (https://fdi.gov.vn/).

After that, investors must prepare a hard copy of the necessary documents for an investment registration certificate and submit them to the provincial investment registration agency.

The investment registration agency will review the documents to ensure that they meet the formal and substantive requirements.

If the application is valid, the agency will issue an investment registration certificate within 15 days of receiving the application.

By following these steps, foreign investors can obtain the necessary documentation to establish their business in Vietnam, ensuring compliance with local regulations and avoiding any legal issues that may arise from noncompliance.

9cv9 Corporate Services have helped hundreds and thousands of clients and customers to get their ERC in a breeze. Book a consultation slot here, or send over an email to [email protected].

Step 2: Applying for an enterprise registration certificate

After getting the IRC, then you can safely embark on the ERC.

If you have a Vietnamese co-founder or business partner, then you can let your local Vietnamese business partner register the business and directly get the ERC, and skip step 1.

Foreign investors looking to establish their business in Vietnam are required to apply for an enterprise registration certificate.

To initiate the process, investors need to submit one set of documents to the relevant provincial registrar of companies.

There are two ways to submit the documents, either through direct submission or online submission via the National Business Registration Portal (https://dangkykinhdoanh.gov.vn).

Upon receiving the application, the business registration agency will review the documents to ensure that they meet the required formal and substantive criteria.

If the application is valid, an enterprise registration certificate will be issued within three working days from the date of receipt of the valid documents.

It’s crucial for foreign investors to prepare and submit all required documents accurately to avoid any potential delays in the issuance of the certificate.

The certificate is essential for the business to operate legally in Vietnam and ensure the protection of the investors’ rights.

The specific documents and information required to obtain an ERC may vary depending on the type of business and its legal form.

Generally, the following documents are required:

• Application Form
• Company Charter
• List of shareholders or company members: When applying for an enterprise registration certificate, there are specific requirements for listing the founding shareholders and foreign investors in the case of a joint stock company, or company members in the case of a limited liability company with two or more members
• Articles of Association or Memorandum of Association
• Identification documents of shareholders and founding members: Individual investors must submit their ID card, citizen ID card, or passport, while corporate investors need to provide their establishment decision and certificate of business registration. Additionally, corporate investors must also provide the ID card, citizen ID card, or passport of the authorized person managing the capital share of foreign corporate investors in Vietnam, along with a letter of authorization.
• The IRC (See Step 1 above)
• Lease agreement or proof of business address
• Capital contribution documents
• Tax registration documents
• Social insurance registration documents

Once the application is submitted, the DPI or the local People’s Committee will review and approve the application.

The ERC will then be issued, providing the business with legal recognition and permission to operate within Vietnam.

The steps to obtaining an Enterprise Registration Certificate in Vietnam include choosing a legal form, reserving a business name, obtaining a business license, registering for tax and social insurance, opening a bank account, and applying for an ERC.

By following these steps and providing all necessary documents and information, businesses can obtain an ERC and legally operate within the country.

7. Tips for a Successful ERC Application

Obtaining an Enterprise Registration Certificate (ERC) in Vietnam can be a complex process, but there are some tips that can help ensure a successful application.

Here are some tips for a successful ERC application:

• Choose a reliable and experienced service provider: Working with a reliable and experienced service provider can help ensure that your application is submitted correctly and that all necessary documents and information are provided. A professional service provider can also help navigate any challenges that may arise during the application process. In this respect, 9cv9 Corporate Services have helped hundreds and thousands of clients and customers to get their ERC in a breeze. Book a consultation slot here, or send over an email to [email protected].
• Prepare all necessary documents and information: Before submitting the application, ensure that all necessary documents and information are available and properly prepared. This includes identification documents, business licenses, lease agreements or proof of business addresses, capital contribution documents, tax registration documents, social insurance registration documents, and any other documents specific to the type of business and its legal form.
• Follow all regulations and requirements: Ensure that your business meets all regulations and requirements set by Vietnamese law. This includes having a clear and specific scope of activities that comply with Vietnamese law, meeting the minimum capital contribution requirements, and obtaining any necessary licenses or permits.
• Pay attention to deadlines and processing times: Be aware of the deadlines and processing times for each step of the application process. This can help ensure that the application is submitted on time and that there are no delays or complications.
• Maintain accurate and up-to-date records: Once the ERC is obtained, maintain accurate and up-to-date records of all business activities, transactions, and financial statements. This can help ensure compliance with Vietnamese law and facilitate future business operations.

By following these tips, businesses can increase the chances of a successful ERC application and legally operate within Vietnam.

Conclusion

Obtaining an Enterprise Registration Certificate (ERC) is an essential step for businesses looking to operate within Vietnam.

The ERC provides legal recognition and permission to operate and is required for opening a bank account, hiring employees, and engaging in other business activities.

To obtain an ERC, businesses must follow a series of steps, including choosing a legal form, reserving a business name, obtaining a business license, registering for tax and social insurance, opening a bank account, and applying for an ERC with the Department of Planning and Investment or the local People’s Committee.

By preparing all necessary documents and information, following all regulations and requirements, and paying attention to deadlines and processing times, businesses can increase the chances of a successful ERC application.

Having an ERC also comes with several benefits, including access to government support and incentives, increased credibility with customers and partners, and protection of business interests.

It is important to note that maintaining accurate and up-to-date records is essential for ongoing compliance with Vietnamese law and smooth business operations.

At the end of the day, obtaining an ERC can be a complex process, but with the right knowledge and guidance, businesses can navigate the process successfully.

By working with a reliable and experienced service provider, businesses can ensure that their application is submitted correctly and that all necessary documents and information are provided.

We hope this guide has provided valuable insights into what you need to know about Enterprise Registration Certificate in Vietnam, and that it helps businesses navigate the process with ease.

If your company needs HR, hiring, or corporate services, you can use 9cv9 corporate services. Book a consultation slot here, or send over an email to [email protected].

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We, at the 9cv9 Research Team, strive to bring the latest and most meaningful data, guides, and statistics to your doorstep.

People Also Ask

What should foreign investors pay attention to when registering a company in Vietnam?

To register a company in Vietnam, foreign investors must comply with all applicable business conditions. The following requirements should be met when registering for different business activities:

• The investment procedures, forms, investment capital, and capital contribution ratio may vary for different business activities.
• Foreign investors must provide evidence of finance, such as financial statements, bank balance certificates, or bank account statements.
• Foreign investors must provide evidence of the investment projects location/head office address, such as office/house lease contracts or workshop lease contracts. Note that the investment project location or company head office cannot be in an apartment building.

It is crucial for foreign investors to follow these requirements when setting up a business in Vietnam to ensure a smooth and successful registration process.

What agency will issue enterprise registration certificates?

In Vietnam, the enterprise registration certificate is issued by the Department of Planning and Investment or the relevant provincial Investment Service or the Management Board of Industrial Parks, Export Processing Zones, Hi-tech Parks, and Economic Zones where the company’s head office is located. The certificate is issued after the submitted documents are verified, and the required fees are paid. The certificate serves as legal proof of a company’s establishment and contains information about the company’s name, head office address, business lines, legal representative, and charter capital.

Time limit for issuing enterprise registration certificates

Upon receiving the application documents, the Business Registration Office will review the validity of the application within 03 working days. Once the application is deemed valid, the Business Registration Office will issue the Enterprise Registration Certificate and upload the company registration information to the National Business Registration Portal.

In the case that the application is invalid, the Business Registration Office will inform the applicants in writing within 03 working days, specifying the contents that need to be amended or supplemented.

Once the Enterprise Registration Certificate or any other relevant notice is ready, the Business Registration Office will deliver it to the applicants by post. It is important to note that the delivery time may vary depending on the applicants’ location and the delivery service provider’s regulations.