The enterprise registration certificate Vietnam authorities issue is the document that brings a company into legal existence. For a foreign-invested company it is the second certificate in the licensing sequence, filed once the investment registration certificate has issued.
The filing looks administrative but contains four decisions that are expensive to change later: the company name, the legal representative structure, the charter capital figure and the registered business lines. This guide covers all six rules that govern the process.
Enterprise Registration Certificate Vietnam: What It Records
The certificate records the company name in Vietnamese, English and abbreviated form, the enterprise code which also serves as the tax code, the head office address, the charter capital, the owners or founding shareholders, and the legal representative or representatives.
Business lines are no longer printed on the certificate but are registered in the national business registration database and appear on the company’s public record. Practically, that database entry is what counterparties and licensing officers check, so it must be accurate.
Enterprise Registration Certificate Vietnam: Timeline and Authority
The business registration office of the provincial authority issues the enterprise registration certificate Vietnam applicants file for within three working days of a valid dossier. Under the two-tier local government reform, commune-level registration bodies handle an increasing share of filings, and the draft decree amending Decree 168/2025/ND-CP moves further toward electronic authentication through VNeID.
Where the dossier is incomplete, the office issues a written request specifying what is missing, and the three-day clock restarts. Rejections are almost always formal rather than substantive at this stage, because market access was already tested at the investment registration stage.
Enterprise Registration Certificate Vietnam: Company Name Rules
The Vietnamese name must consist of the enterprise type followed by the proper name, must be unique nationally, and must not be confusingly similar to a registered name or infringe a protected trade mark. Names using the name of a state agency, a historical figure or terms contrary to cultural tradition are refused.
We recommend clearing the name against both the business registration database and the trade mark register before filing, because a name accepted by the registry can still be challenged by a trade mark owner afterwards. Our intellectual property team runs these clearances.
Enterprise Registration Certificate Vietnam: Legal Representative
A company may have one or more legal representatives, and the charter must define the title, rights and obligations of each. At least one legal representative must reside in Vietnam, and where there is only one and that person leaves the country, a written authorisation must be given to another person.
Groups often appoint two representatives, one offshore executive and one resident manager, with the charter allocating authority by subject matter and value. This preserves head office control while keeping the company able to sign locally. Poorly drafted dual-representative charters, by contrast, create deadlock and banking problems.
Enterprise Registration Certificate Vietnam: Charter Capital
The charter capital recorded on the certificate is the amount the owners undertake to contribute, and it must be contributed within ninety days from issuance, excluding time reasonably required to transfer assets. Failure to complete the contribution requires a registered reduction to the amount actually paid.
Charter capital must be consistent with the equity component recorded in the investment registration certificate, and must meet any statutory minimum in conditional sectors such as real estate business, banking, insurance and certain education and logistics lines. See our guides on charter capital and total investment capital.
Enterprise Registration Certificate Vietnam: Amendments and Notifications
Changes to the name, head office, charter capital, owners, legal representative or enterprise type require an amended certificate, filed within ten days of the decision. Changes to business lines, contact details or branch and representative office information are notification filings rather than amendments.
Late amendment filings attract administrative penalties and, more practically, cause problems at banks and with counterparties whose due diligence relies on the public record matching the signing authority. Calendar the filing at the same board meeting that makes the change.
15 Things to Prepare Before Setting Up an FDI Company in Vietnam
A four-page pre-filing checklist covering structure and market access, capital and the DICA account, licensing and legalisation, work permits, and tax. Current to July 2026, including Decree 96/2026/ND-CP, Decree 219/2025/ND-CP and Decree 236/2025/ND-CP.
Frequently Asked Questions
Is the enterprise code the same as the tax code?
Yes. The enterprise code on the enterprise registration certificate Vietnam issues serves as the tax code for the company.
Can a foreign individual be the legal representative?
Yes, subject to holding a work permit or an exemption certificate and a residence card where they will be based in Vietnam.
Do business lines still appear on the certificate?
They are registered in the national database rather than printed on the certificate, but they remain binding on what the company may lawfully do.
How long does the seal take?
The company decides the form and quantity of its seal and manages it internally; there is no longer a seal specimen notification requirement.
Register Your Vietnam Company
IVLF Advisors clears company names, drafts charters with workable representative structures, files the enterprise registration and manages subsequent amendments. See also our IRC and ERC procedure guide and guidance from the Ministry of Planning and Investment. Contact our team.
This article is provided for general information only and does not constitute legal advice for any specific case. Regulations may change – please consult a qualified professional before acting. Should further analysis be required, please contact one of our lawyers below.
