To operate legally in Vietnam, foreign direct investment (FDI) enterprises must obtain an Enterprise Registration Certificate (ERC). While some documents refer to it as an ERC, the official Vietnamese term is Giấy chứng nhận đăng ký doanh nghiệp.
The following article by DNP Viet Nam Law Firm outlines the procedures for obtaining this certificate.
1. Definition
– FDI (Foreign Direct Investment) refers to direct foreign investment capital. An FDI enterprise is any business with foreign direct investment, regardless of the percentage of foreign ownership. This investment capital is used for business activities.
– Types of FDI enterprises:
- 100% foreign-owned enterprises
- Joint ventures between foreign investors and Vietnamese organizations
– Enterprise Registration Certificate (ERC): The ERC is an official document (either physical or digital) issued by the Business Registration Authority, recording the enterprise’s registration details (Clause 15, Article 4 of the 2020 Enterprise Law).
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2. Procedures for Obtaining an Enterprise Registration Certificate (ERC) for FDI Enterprises
According to Article 35 of Decree 31/2021/ND-CP, the process for granting and adjusting an Investment Registration Certificate (IRC) is regulated. The establishment process for FDI enterprises follows these steps:
Step 1: Apply for an Investment Registration Certificate (IRC)
Step 2: Apply for an Enterprise Registration Certificate (ERC)
| Details of Documents | Processing Time | |
| Step 1 | 1. Application for project implementation 2. Bank statement verifying account balance ≥ investment capital 3. Investment project proposal 4. Lease agreement for office/project location 5. Notarized copy of ID card/Citizen ID/passport of Vietnamese capital contributors (if applicable) 6. Notarized copy of the foreign investor’s passport 7. Audited financial statements for the last two years of the foreign organization | Within 5 working days, the Investment Registration Office will review & issue the investment license |
| Step 2 | 1. Application for enterprise registration 2. Company charter for a foreign-invested enterprise 3. List of members/shareholders 4. Notarized copy of passports of contributing members, shareholders, and the legal representative | Within 7 working days, the Business Registration Office will issue the Enterprise Registration Certificate if the application is valid |
3. Notes for FDI Enterprises When Applying for an ERC (Enterprise Registration Certificate)
- Processing time: The licensing period may vary depending on the locality and the nature of the project.
- Complete and accurate documentation required: Any missing or incorrect documents may result in delays or rejection of the application.
- Recommendation: Investors are advised to consult with professional advisors to ensure that their application is fully and properly prepared in accordance with the regulations.
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