Paperwork explained
Business Registration Certificate: what it is, why it matters, how to obtain it
What is a Business Registration Certificate (ERC) in Vietnam?
Business Registration Certificate at a glance
Document- Vietnamese name
- Giấy chứng nhận đăng ký doanh nghiệp
- Commonly called the Enterprise Registration Certificate (ERC)
- Issued by
- Business Registration Office, Department of Planning and Investment (DPI)
- For a Hanoi-based company: Sở Kế hoạch và Đầu tư TP. Hà Nội
- Who needs one
- Founders incorporating a Vietnamese company to invest in, develop or trade real estate
- Not required for an individual buying a single apartment in their own name
- Governing law
- Law on Enterprises 2020
- Standard form set by Circular 01/2021/TT-BKHĐT
- Typical cost
- State filing fee is nominal, waived for online filings
- The real cost is professional/incorporation service fees — see breakdown below
- Validity
- Indefinite, while the company stays active
- Must be amended for any change of name, address, capital or legal representative
- Language
- Vietnamese only
- No bilingual official version is issued
- Not to be confused with
- Investment Registration Certificate (IRC)
- For a foreign-invested project, the IRC is obtained first — see our IRC guide
Specimen: the Enterprise Registration Certificate
How to obtain a Business Registration Certificate
⏱ 4–10 weeks (add 4–6 weeks if an Investment Registration Certificate is required first)
The ERC is the last step of incorporation, not the first. For a foreign-invested project it sits downstream of the Investment Registration Certificate; for a wholly Vietnamese-owned holding vehicle it can be the first filing.
- 1
Choose the structure, name and business lines
⏱ 1–2 weeks
Decide on a limited liability or joint-stock company, screen the proposed Vietnamese company name on the National Business Registration Portal to rule out duplicates, and select the correct business line codes — real estate trading (code 6810) carries its own minimum charter capital.
DocumentsDraft company charter (Điều lệ) · Proposed company names
⚠A name identical or confusingly similar to an existing company is rejected outright.
- 2
Obtain the Investment Registration Certificate, if foreign-invested
⏱ 15–35 working days
Foreign-invested projects must secure an IRC from the provincial Department of Planning and Investment before the company itself can be registered. This step does not apply if the entity has no direct foreign capital contribution.
DocumentsInvestment project proposal · Proof of financial capacity · Investor's passport or corporate documents
⚠Filing for the ERC before the IRC is issued halts the whole application.
→ law firms - 3
Notarise and legalise the investor's documents
⏱ 1–3 weeks◈ €150–€500
A foreign individual or corporate investor's passport, proof of address and any power of attorney must be notarised and, if signed outside Vietnam, consular-legalised or apostilled before the file is accepted.
DocumentsNotarised passport copy · Power of attorney, if not signing personally · Certified Vietnamese translation
⚠A document notarised abroad without consular legalisation is routinely rejected.
- 4
File the ERC application
⏱ 3 working days once the file is complete
The complete file — application form, charter, investor identification, IRC where applicable, and proof of the registered office address — is filed with the Business Registration Office, in person or via the National Business Registration Portal.
DocumentsBusiness registration application · Company charter · Registered office lease or ownership proof
⚠The registered office must be a real, leasable unit — a shared mailbox-only address is not accepted.
- 5
Complete the post-issuance formalities
⏱ 1–2 weeks
Once the ERC is issued, publish the company's information on the National Business Registration Portal, order the company seal, open a corporate bank account, deposit the charter capital and complete initial tax registration — the enterprise code on the certificate automatically doubles as the company's tax code.
⚠Charter capital must be paid in within 90 days of ERC issuance, or the registered amount has to be revised down.
What it costs to obtain a Business Registration Certificate
One-off incorporation costs for a foreign investor setting up a Vietnam company; charter capital remains the company's own equity, not a fee.
| — | Min | Max | Base |
|---|---|---|---|
| Charter capital — real estate trading line (code 6810)≈ €727,000; applies only if the business line is real-estate trading, not to a simple holding company | VND 20 billion | VND 20 billion | statutory minimumFounder, before incorporation |
| State filing feeTypically waived for online filings via the National Business Registration Portal; a nominal fee applies at the counter | €0 | small fixed fee | fixedApplicant, at filing |
| Notary & certified translationPassport, proof of address, power of attorney | €150 | €500 | one-offInvestor, before filing |
| Consular legalisation / apostilleOnly if documents are executed outside Vietnam | €100 | €350 | one-offInvestor, if signing abroad |
| Incorporation service fee (law firm or registered agent)Covers filing, liaison with the DPI and post-issuance formalities | €800 | €2,500 | one-offFounder, optional but near-universal for foreign investors |
| Annual business licence duty (lệ phí môn bài)Indicative — confirm the current bracket with your accountant | ≈€35/year | ≈€110/year | recurring, tiered by charter capitalCompany, every January |
| Total | ≈€1,050 | ≈€3,350 |
Example: real-estate-trading LLC at the VND 20 billion capital minimum, documents signed abroad
- Notary & translation
- €300 (~8M VND)
- Consular legalisation
- €200 (~5M VND)
- Incorporation service fee
- €1,500 (~41M VND)
- Σ
- ≈€2,000 (~55M VND) one-off, plus the VND 20 billion (~€727,000) charter capital retained as company equity
Law on Enterprises 2020 · Circular 01/2021/TT-BKHĐT
Frequently asked questions
What is the ERC (Enterprise Registration Certificate) in Vietnam?
The Enterprise Registration Certificate (ERC) — Giấy chứng nhận đăng ký doanh nghiệp — is the certificate that gives a Vietnam-incorporated company its legal existence: a company name, a registered office, a legal representative and an enterprise code that doubles as its tax code. It is issued by the Business Registration Office of the provincial Department of Planning and Investment under the Law on Enterprises 2020.
What is the difference between the IRC and the ERC in Vietnam?
The Investment Registration Certificate (IRC) approves a foreign investor's specific project — the capital, the sector, the timeline. The ERC then creates the company itself. For a foreign-invested real estate project, the sequence is fixed: IRC first, ERC second. A wholly domestic company, by contrast, only needs the ERC.
Can foreigners set up a company in Vietnam?
Yes. Foreign individuals and entities can incorporate a wholly foreign-owned company in most sectors, including real estate trading, subject to obtaining an Investment Registration Certificate first and meeting sector-specific conditions such as minimum charter capital. Real estate trading requires at least VND 20 billion in charter capital under the Law on Real Estate Business 2023 and the correct business line code (6810).
How do I check that a business registration in Vietnam is genuine and active?
Enter the company's enterprise code or name on the National Business Registration Portal (dangkykinhdoanh.gov.vn), which is free and public. A genuine, operating company shows status đang hoạt động (active); treat đã giải thể (dissolved) or tạm ngừng kinh doanh (suspended) as a red flag before signing anything with that entity.
How do I get a business licence in Vietnam?
In everyday use, a 'business licence' usually means the ERC itself, obtained by filing with the Business Registration Office — directly or through a registered agent or law firm. Certain activities layer additional sub-licences on top of the ERC; real estate trading and brokerage, for example, carry their own conditions beyond simple incorporation.
What does the Vietnam ERC document actually look like?
It is a single A4 certificate on official letterhead, showing the company name in Vietnamese (and, where used, in a foreign language), the registered office, charter capital, business lines, the legal representative's identity, and a QR code for online verification. See the annotated specimen above for a field-by-field walkthrough.
Do I need an ERC to buy a single apartment in Hanoi as an individual?
No. An individual foreign buyer purchasing one apartment in their own name does not need to incorporate a company or obtain an ERC — see our step-by-step buying process. The ERC becomes relevant once you set up a Vietnamese entity to invest in, develop, hold or trade multiple properties.
Sources
- Law on Enterprises 2020 (Luật Doanh nghiệp) — governs the incorporation of Vietnamese companies and the issuance of the Enterprise Registration Certificate.
- Circular 01/2021/TT-BKHĐT — sets the standard forms and templates used for the ERC application.
- Law on Real Estate Business 2023 (29/2023/QH15) — sets the minimum charter capital and conditions for the real estate trading business line.
Structuring a company to invest in Hanoi real estate?
Our Hanoi desk works with licensed local law firms who handle IRC and ERC filings for foreign investors end to end. Tell us about your project and we will connect you with a vetted partner — response within 24 hours.