Company registration in Vietnam under the 2026 investment law

Executing a compliant company registration in Vietnam requires obtaining your official Enterprise Registration Certificate (ERC), commonly referred to by foreign investors as a company registration certificate in Vietnam. Under the 2026 legal framework, foreign SMEs can establish legal entities faster by aligning their corporate documentation with the National Business Registration Portal.

What Is an Enterprise Registration Certificate (ERC) in Vietnam?

An Enterprise Registration Certificate (ERC) is the official corporate birth certificate issued by the Provincial Business Registration Office under the Department of Planning and Investment (DPI). Securing this company registration certificate in Vietnam legally forms your Limited Liability Company (LLC) or Joint Stock Company (JSC) and assigns your national corporate tax code.

• Legal Entity Formation: Grants your business independent legal standing to sign commercial leases, hire local staff, and issue VAT invoices.
• ERC-First Fast-Track (2026 Law): Qualifying liberalized service, IT, and trading companies can now obtain their Enterprise Registration Certificate (ERC) first before completing secondary investment licensing.
• Direct Tax Activation: The 10-digit ERC number serves simultaneously as your enterprise code and corporate tax identification number.

ERC vs. IRC: Core Licensing Differences

Foreign investors must distinguish between the two core statutory certificates required during company registration in Vietnam:

Step-by-Step Process for Company Registration in Vietnam

Step 1: Verify Sector Eligibility and Business Lines

Confirm your Vietnam Standard Industrial Classification (VSIC) codes against WTO commitments. Determine whether your activity qualifies for the 2026 ERC-First fast-track or requires conditional ministry approvals.

Step 2: Legalize Investor Corporate Documents

Notarize and consular-legalize your parent company certificate of incorporation, corporate charter, audited financial statements, and legal representative passport copies.

Step 3: Obtain the Enterprise Registration Certificate (ERC) and IRC

Submit your corporate dossier to the provincial Department of Planning and Investment (DPI). Under liberalized tracks, secure your Enterprise Registration Certificate (ERC) within days to activate your tax code, and complete your Investment Registration Certificate (IRC) within the statutory window. For manufacturing or conditional sectors, secure the IRC first followed immediately by the ERC.

Step 4: Open Direct Investment Capital Accounts and Inject Capital

Carve your official corporate seal, register digital tax tokens, and open your Direct Investment Capital Account (DICA). Foreign investors must inject 100% of declared charter capital within 90 days of ERC issuance.

For additional strategic breakdowns tailored to international businesses, view our guide on Company Registration in Vietnam for Foreign SMEs.

Frequently Asked Questions: ERC and Company Registration

What is the company registration certificate called in Vietnam?

In Vietnam, the official company registration certificate is called the Enterprise Registration Certificate (ERC). It confirms legal incorporation and serves as the company tax registration certificate.

What happens if charter capital is not injected within 90 days of receiving the ERC?

Failure to contribute registered capital within the mandatory 90-day statutory window results in administrative fines, banks refusing late capital transfers, and forced charter capital reduction filings with the DPI.