All Vietnamese companies become legally registered upon being granted an Enterprise Registration Certificate. So, what is the Enterprise Registration Certificate Vietnam? How to apply for it? In this article, Nova Law will answer frequently asked questions about the ERC Vietnam.

1. What is an Enterprise Registration Certificate in Vietnam?

Enterprise Registration Certificate Vietnam, also known as ERC Vietnam, is a hard copy or electronic copy that records information on business registration of an enterprise registered in Vietnam. It’s also serves as the Tax Registration Certificate for the company; however, it is not a business license. The ERC concept in Vietnam is similar to the Certificate of Incorporation in other jurisdictions. 

Being granted an ERC verifies the establishment of your company in Vietnam. The company officially gains legal status in Vietnam, meaning it now has the right to conduct business, except in cases of conducting business in conditional investment and business sectors. This comes along with the state protection of property ownership, investment capital, income, and lawful rights in the interest of a company and its investors.

The official language used on an ERC is Vietnamese, which makes it difficult to comprehend for most foreigners. Each company will be granted an original copy of ERC. Since this is an important certificate, always keep the ERC in good condition. Recently, some local Business Registration Offices (BRO) have begun using a new format for ERC, featuring a white background paper instead of the previous yellow one. To facilitate digital transformation, electronic ERCs with e-signatures from the BRO will also be deployed in the near future. This will streamline online public administrative processes for companies.

You can get a copy or verify an Enterprise Registration Certificate for most companies in Vietnam via Vietnam National Business Registration Portal

2. What information is contained in an ERC Vietnam?

An ERC includes the following principal contents:

• Company name, company type, and enterprise code;
• Headquarter address, contact information of the company;
• Charter capital of the company;
• Legal representative(s) personal information, including: full name, nationality, information of personal legal papers, address
• For a single-member LLC: information of the company owner
• For a multiple-member LLC: list of all members of the company
• For a JSC: no information of shareholders

Notes:

• Registered business lines of the company will be not shown on the ERC. Instead, it can be searched on Vietnam National Business Registration Portal
• Each business is assigned a unique number called a enterprise code, which also serves as its tax code. In the near future, when the new decree comes into effect in September 2024, the enterprise code will be the enterprise social insurance participation code.

3. How to get an ERC in Vietnam

The following are 4 essential steps required to obtain an ERC for a foreign-owned company in Vietnam:

Step 1. Seek advice from a lawyer

The first thing to do is to consult with your lawyer. Please keep in mind that applying for an ERC is just a small step in the whole process of setting up a foreign business in Vietnam

Step 2. Apply for an Investment Registration Certificate (if required)

This is the most difficult licensing step. The regulatory time for the assessment process is 15 working days. However, the practical time could stretch out a bit longer.

Read more: How to obtain an Investment Registration Certificate in Vietnam

Step 3. Prepare the required documentation

Prepare the required documentation to form a complete application dossier. Foreign documents need to be notarized and translated into Vietnamese. Some companies are required to have consular authentication. The list of required documents is as follows:

• Application form for business registration
• Draft of the company charter
• List of founding and foreign shareholders or members
• A written appointment of an authorized representative of the organization
• Copies of the following documents:
  • Personal legal documents of (i) the legal representative of the company, (ii) individual members or shareholders, (iii) the authorized representative of the founding shareholders, (iv) authorized representative of foreign investors being organizations
  • Legal documents of the organization of members/founding shareholders/foreign shareholders that are organizations

Step 4. Apply for an ERC

After obtaining an Investment Registration Certificate for your investment project (if required), applying for an ERC with the Business Registration Office is an absolute must in order to finish setting up your company in Vietnam. This licensing process is simple and fast. The regulatory time for the assessment process is approximately 03 working days. However, in practice, this assessment process might run a bit longer.

The applicant will be granted an ERC when they fully meet the following conditions:

• The registered business lines are not banned from business investment;
• The name of the company is set in accordance with regulations
• The applicant submits a valid company registration dossier;
• The applicant fully pays the business registration fee as prescribed by the law.

The IRC and the ERC are 2 fundamental certificates for foreign-owned businesses in Vietnam.

4. Key Takeaways

Enterprise Registration Certificate is a compulsory and important certificate for foreign-owned businesses in Vietnam. Being granted an ERC verifies the establishment of your company in Vietnam. This licensing process is simple and fast. But keep in mind that applying for an ERC is just a small step in the whole process of setting up a foreign business in Vietnam.

At Nova Law, our lawyers will advise you on all legal conditions to successfully obtain an ERC for your business. We will represent the foreign investor to register the ERC, as well as other licenses, with the licensing authority.

Nova Law has been assisting foreign investors in setting up businesses in Vietnam for years. We offer a wide range of business legal services: Legal Consulting, Company Registration, Licensing, Visas, and more. Contact our lawyers to register your Vietnam company today!