I. Legal basis

The procedure for enterprise registration in Vietnam is primarily regulated under:

• The Law on Enterprises 2020 (Articles 27–29 on enterprise registration dossiers and procedures), and the Law Amending and Supplementing Certain Articles of the Law on Enterprises 2025.
• Decree No. 168/2025/NĐ-CP on Enterprise Registration, providing detailed guidance on procedures and the responsibilities of the enterprise registration authorities.
• Circular No. 68/2025/TT-BKHĐT, promulgating standardized application forms for enterprise registration nationwide.
• Decision No. 27/2018/QĐ-TTg, promulgating the Vietnamese Standard Industrial Classification System, which serves as the basis for determining business lines in the enterprise registration process.

II. The role of the Enterprise Registration Certificate (ERC)

The ERC is an official document issued by the Business Registration Office under the Department of Planning and Investment upon the completion of enterprise establishment procedures. This document may be issued in either paper or electronic form, both of which carry the same legal validity. The ERC records the enterprise’s most essential information, including:

• Enterprise name;
• Enterprise identification number (which also serves as the tax identification number);
• Registered head office address;
• Registered business lines;
• Charter capital;
• Information on the legal representative;
• List of members or founding shareholders (if applicable).

The role of the ERC:

• Affirmation of legal entity status: Upon obtaining the ERC, the enterprise is officially recognized as an independent legal entity, vested with rights and obligations in accordance with the provisions of law.
• Conditions for lawful operation: The ERC functions as the enterprise’s “birth certificate,” enabling it to enter into contracts, open bank accounts, issue invoices, and lawfully participate in market activities.
• Basis for State Management: The information contained in the ERC serves as input data for the national enterprise management system, enabling the State to monitor business, taxation, and labor activities, and to ensure commercial order.
• Credibility with business partners: Business partners and clients are only confident in cooperation when the enterprise possesses a valid ERC. It serves as proof of the enterprise’s lawful existence, mitigating risks arising from informal or non-legally protected transactions.

III. Entities required to carry out Enterprise Registration procedures

The ERC procedure is mandatory for all individuals and organizations intending to establish an enterprise in Vietnam. Depending on the specific case, it may be classified as follows:

1. Domestic Enterprises

• Vietnamese individuals and organizations establishing a limited liability company (single-member or multi-member), a joint stock company, a partnership, or a private enterprise.
• Enterprises already in operation that undergo significant structural changes—such as division, separation, merger, or conversion of enterprise type—are also required to carry out procedures for registration of changes and obtain a new ERC.

2. Foreign-Invested Enterprises

• For foreign investors, the procedure consists of two steps: (i) obtaining an Investment Registration Certificate (IRC) for project approval; and (ii) obtaining an Enterprise Registration Certificate (ERC) to establish the enterprise.
• Only upon obtaining the ERC does an FDI enterprise officially acquire legal entity status in Vietnam and become eligible to commence operations.

3. Certain special cases

• Household business entities are not required to obtain an ERC but must register in accordance with separate regulations at the commune or ward-level People’s Committee. However, if they wish to expand their scale and convert into a company, they are required to obtain an ERC.
• Non-profit organizations, associations, and representative offices of foreign enterprises are also subject to separate registration procedures; however, they are not issued an ERC under the Law on Enterprises.

IV. Dossier and procedure for obtaining the ERC

1. Documents required for submission

Depending on the type of enterprise, the required documents may vary. However, the basic documents generally include:

• Application for enterprise registration (in the prescribed form);
• Company charter;
• List of members (for a multi-member limited liability company) or list of founding shareholders (for a joint stock company);
• Certified copies of the legal documents of individuals and/or organizations contributing capital;
• Capital contribution decision and letter of authorization for the representative (if a member is an organization);
• Investment Registration Certificate (IRC) for enterprises with foreign capital.

2. Implementation procedure

The basic procedure consists of four steps:

• Step 1 – Preparation of documents: The enterprise prepares a complete set of documents in accordance with its type of business entity. This step is crucial, as it determines the smoothness and success of the entire registration process.
• Bước 2 – Submission of application: The application dossier shall be submitted online via the National Business Registration Portal. Upon successful submission, the enterprise will receive an electronic receipt confirming the filing.
• Step 3 – Application review: Within three working days, the Business Registration Office shall examine the application dossier. If the dossier is valid, the authority will issue the ERC. If the dossier is invalid, the enterprise will receive a notification requesting amendments or supplements.
• Step 4 – Obtain the ERC and complete post-registration procedures: After obtaining the ERC, the enterprise must publish its information on the National Business Registration Portal, make the company seal, register for taxation, open a bank account, pay the business license tax, and display the company signboard at its head office.

3. Processing time:

The law stipulates that the ERC shall be issued within three (03) working days from the date of receipt of a valid application dossier. However, in practice, the process may take from five (05) to seven (07) working days, particularly for enterprises with foreign investment elements or those engaging in conditional business sectors.

V. Notes for enterprises

• Company name: It is necessary to conduct a prior check to ensure that the proposed name is neither identical nor confusingly similar to existing ones. This is the most common reason for the application dossier being rejected.
• Business lines: Only business activities that are not prohibited by law may be registered. For operations in conditional business sectors (e.g., education, transportation, logistics), the enterprise must obtain the corresponding sub-licenses or additional permits.
• Charter capital: The law does not prescribe a minimum capital requirement (except for conditional business sectors). However, the charter capital directly affects the enterprise’s credibility, borrowing capacity, and legal liability. Therefore, enterprises should carefully consider and declare an appropriate capital amount.
• Capital contribution deadline: Members or shareholders must fully contribute their committed capital within 90 days from the date of issuance of the Enterprise Registration Certificate (ERC). In case of insufficient capital contribution, the enterprise must adjust its charter capital and the corresponding ownership ratios. Failure to comply may result in administrative sanctions.
• Recommendation:
  • Prepare the application dossier carefully to minimize errors and save time.
  • Foreign-invested enterprises (FDIs) are advised to engage professional legal consultants for assistance, as their application dossiers are often more complex.
  • After obtaining the Enterprise Registration Certificate (ERC), promptly complete all post-registration procedures to avoid administrative violations.

VI. Conclusion

The business registration procedure (Enterprise Registration Certificate – ERC) in Vietnam constitutes the first and decisive step in establishing the legal existence of an enterprise. While the law has simplified this procedure to encourage entrepreneurship and investment, in practice, certain challenges remain—particularly for enterprises with foreign investment elements or those operating in conditional business sectors.

A clear understanding of the legal framework, thorough preparation of application documents, and strict compliance with procedural requirements will enable enterprises to save both time and costs while establishing a solid foundation for sustainable growth. For investors, the Enterprise Registration Certificate (ERC) is not merely a legal document but also a gateway that opens access to Vietnam’s dynamic and promising market.

VII. About Us, Hankuk Law Firm

■ Hankuk Law Firm – Introduction

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