Procedures for Obtaining an ERC (Enterprise Registration Certificate) – Required Documents, Process, and Important Notes

Date: 2025.12.23

1. What Is an ERC? The Role of the ERC

The ERC (Enterprise Registration Certificate) is issued to all businesses established and operating in Vietnam, regardless of their type or size. However, the procedure and required documents vary depending on the enterprise’s capital structure, specifically as follows:

🔹 Vietnamese Enterprises (100% Domestic Capital)

Applicable to: Vietnamese individuals or Vietnamese organizations contributing capital to establish a business.

Only an ERC application is required under the Law on Enterprises.

No Investment Registration Certificate (IRC) is needed.

Procedures are simpler with a faster processing time (typically 3–5 working days).

Example: Establishing an LLC, JSC, or private enterprise funded entirely by Vietnamese investors → only ERC is required.

🔹 Enterprises with Foreign Direct Investment (FDI)

Applicable to: Foreign investors or economic organizations with more than 50% foreign ownership.

Must obtain an Investment Registration Certificate (IRC) first, for approval of the investment project.

After obtaining the IRC → the enterprise may submit an ERC application to officially establish the company.

Example: Korean or Singaporean investors contributing capital to establish a company → must apply for IRC → then ERC.

🔹 Special Cases: Foreign-Invested Enterprises Expanding Operations

If an FDI enterprise is already operating and wishes to:

Establish a branch

Establish a representative office

Establish a business location

➡ In most cases, no new IRC is required; however, ERC registration for the dependent unit is still necessary (depending on the type of establishment).

In this article, Help All will guide you step by step through the entire ERC application process for Vietnamese enterprises — a business group with a simpler procedure since an IRC is not required, yet one that is still highly prone to mistakes during document preparation.

If you are planning to start a company and are unsure where to begin, what documents you need, where to submit them, or how to respond when authorities request additional information… then the following instructions provide everything you need to stay on the right track from day one.

2. Cases Requiring an ERC

Businesses must apply for an ERC in the following situations:
– Establishing a new enterprise
– Changing registered business information: name, address, business lines, charter capital, or legal representative
– Splitting, merging, consolidating, or dissolving a business
– Reissuing the ERC due to loss, damage, deterioration, or incorrect information

3. Conditions for Obtaining an ERC

A business will be granted an ERC when it meets all four of the following conditions:
– Its business lines are not on the prohibited list
– The enterprise name complies with Articles 37–41 of the Law on Enterprises
– The enterprise registration documents are complete and valid
– The registration fee has been paid in accordance with regulations

4. ERC Application Dossier (Enterprise Registration Certificate)

The application dossier for the Enterprise Registration Certificate (ERC) must be prepared in full according to the type of enterprise. Specifically, it includes:

– Enterprise Registration Application

A standardized form specifying the enterprise type, business lines, charter capital, legal representative, and registered head office address.

– Company Charter

Required for LLCs, Joint Stock Companies, and Partnerships. This document outlines the organizational structure, rights, and obligations of members/shareholders.

– List of Members or Founding Shareholders

Mandatory for:
– Multi-member Limited Liability Company
– Joint Stock Company
– Partnership
Must clearly state the personal or organizational information of capital contributors and their ownership ratios.

– Legal Documents of Capital-Contributing Individuals/Organizations

– Individuals: Copy of ID card/Citizen ID/Passport
– Organizations: Enterprise Registration Certificate, Capital Contribution Resolution/Decision, and Power of Attorney

– Legal Documents of the Legal Representative

Copy of a valid ID card/Citizen ID/Passport.

– Investment Registration Certificate (IRC)

(Applicable only to enterprises with foreign direct investment)

– Power of Attorney for the Authorized Applicant

Required if the enterprise authorizes a third party to carry out the procedures.

5. Process – Procedures for Obtaining an ERC

Step 1: Prepare the Complete Dossier
Consult on the enterprise type, company name, business lines, charter capital, and legal representative.
Step 2: Submit the Application
Submit via the National Business Registration Portal, postal services, or directly in person.
Step 3: Follow Up & Respond to Additional Requests (if any)
Step 4: Receive the ERC Result
Typically within 03–05 working days.

⏱ According to Decree 01/2021/NĐ-CP – maximum 03 days if the dossier is valid.
📍 Issuing authority: Business Registration Office – Department of Planning & Investment of the respective province/city.

6. Tasks to Complete After Receiving the ERC

– Create the company seal and submit the seal notification
– Open a corporate bank account
– Purchase a digital signature
– Complete initial tax registration and pay the business license tax
– Register for electronic invoice issuance
– Display the company signboard at the registered office

7. Important Notes

🚨 Some common risks businesses often encounter:
– Choosing a duplicate or confusing company name → application rejection
– Registering incorrect business lines or using non-standard VSIC codes
– Declaring charter capital that is too high or too low
– Failing to contribute capital within 90 days → subject to penalties
– Not synchronizing changes in both the ERC and IRC for FDI enterprises

8. Frequently Asked Questions

(?) How long does it take to obtain the ERC?
→ Typically 3–5 working days, depending on the dossier.

(?) Do we need to contribute capital immediately after receiving the ERC?
→ Capital must be contributed within 90 days from the issuance date of the ERC.

(?) Can one person serve as the legal representative of multiple companies?
→ Yes, it is allowed (except for specific cases restricted by law).

9. Conclusion

The ERC application procedure is the first and most essential step in establishing a business. To ensure fast and accurate approval, enterprises must prepare a complete dossier, fully understand legal requirements, and choose the appropriate business structure from the beginning.

If you require end-to-end support for ERC-related legal procedures or post-establishment services, consider contacting a reputable consulting provider to receive guidance, streamline processes, and optimize both time and cost.