Issuance of Enterprise Registration Certificate in Vietnam

The issuance of an Enterprise Registration Certificate falls under the authority of the Business Registration Authority. This is the official procedure that establishes the legal existence of a business and recognizes its right to operate. The information on the Enterprise Registration Certificate is legally valid from the date the Business Registration Authority issues the Enterprise Registration Certificate. In the article below, Viet An Law Firm will analyze the regulations for the issuance of Enterprise Registration Certificate in Vietnam.

Conditions for being granted an Enterprise Registration Certificate

According to Article 27 of the Law on Enterprises 2020, amended and supplemented in 2025, an enterprise is granted a Certificate of Enterprise Registration when it meets the following conditions:

Conditions for being granted an Enterprise Registration Certificate

Business lines are not prohibited under Vietnamese law

Enterprises have the right to conduct business in industries that are not prohibited by law. Because the law does not recognize prohibited business, the business registration authority does not issue a Certificate in these cases.

Accordingly, the prohibited business investment sectors are stipulated in Article 6 of the Investment Law 2020, amended and supplemented in 2024, and guided by Article 10 of Decree 31/2021/ND-CP, such as:

• Drug business;
• Trading in specimens of wild plants and animals of natural origin;
• Prostitution;
• Buying, selling people, tissues, corpses, human body parts, human fetuses,…

The name of the enterprise is set according to regulations

The name of the enterprise must follow the provisions of Articles 37, 38, 39, and 41 of the Law on Enterprises 2020, amended and supplemented in 2025, specifically:

• The Vietnamese name of an enterprise includes two elements in the following order: Type of enterprise; Proper name.
• The type of enterprise is written as “công ty trách nhiệm hữu hạn” or “công ty TNHH” for a limited liability company; written as “công ty cổ phần” or “công ty CP” for a joint stock company; written as “công ty hợp danh” or “công ty HD” for a partnership; written as “doanh nghiệp tư nhân”, “DNTN” or “doanh nghiệp TN” for a private enterprise.
• Proper names are written using letters in the Vietnamese alphabet, the letters F, J, Z, W, numbers, and symbols.
• The enterprise name must be displayed at the head office, branches, representative offices, and business locations of the enterprise. The enterprise name must be printed or written on transaction papers, documents, and publications issued by the enterprise.
• Not subject to the prohibitions in naming an enterprise such as Naming the same or confusingly similar to the name of a registered enterprise; Using the name of a state agency, a unit of the people’s armed forces, the name of a political organization, a socio-political organization, a socio-political-professional organization, a social organization, a socio-professional organization as the whole or part of the proper name of an enterprise, except in cases where there is approval from that agency, unit or organization; Using words or symbols that violate the historical, cultural, ethical traditions and customs of the nation;,,,

Have valid business registration documents

Registration dossiers for private enterprises, partnerships, limited liability companies, and joint stock companies are stipulated in Articles 19, 20, 21, and 22 of the Enterprise Law 2020, amended and supplemented in 2025, which mainly include:

• Business registration application.
• Company charter.
• List of members/ List of founding shareholders; list of shareholders who are foreign investors; list of beneficial owners of the enterprise (if any).
• Personal legal documents for private business owners/personal legal documents for members.
• Legal documents of individuals for members who are individuals and legal representatives; Legal documents of organizations for members who are organizations and documents appointing authorized representatives; Legal documents of individuals for authorized representatives of members who are organizations. For members who are foreign organizations, copies of the legal documents of the organization must be legalized.
• Certificate of investment registration for foreign investors as prescribed by the Investment Law.

Notes:

• The business registration application form is implemented according to Circular 68/2025/TT-BTC from July 1, 2025;
• According to the new regulations of the amended Enterprise Law 2025, the business registration dossier must include a list of beneficial owners of the enterprise (if any).
• According to Article 24 of Decree 168/2025/ND-CP, in case of declaring personal identification number according to Article 11 of Decree 168/2025/ND-CP, it is not required to submit a copy of the individual’s legal documents such as: Citizen Identification Card or Identity Card or valid Vietnamese Passport… according to old regulations.

Pay the full business registration fee as prescribed

According to the fee form and business registration fee in Circular No. 47/2019/TT-BTC, the business registration fee is as follows:

• Business registration fee (including: New issuance, re-issuance, change of content of Enterprise Registration Certificate and Certificate of Registration of Branch, representative office, business location of the enterprise): 50,000 VND/time;
• Fee for publishing business registration content: 100,000 VND/time

Notes:

• Subjects exempted from fees and charges: Enterprises that supplement or change information due to changes in administrative boundaries are exempted from business registration fees and fees for publishing business registration contents; Enterprises that register their businesses online are exempted from business registration fees; Small and medium-sized enterprises that convert from business households are exempted from business registration fees and fees for providing business information for the first time.
• According to Circular 64/2025/TT-BTC, from July 1, 2025, to December 31, 2026, the business registration fee is equal to 50% of the fee collection rate prescribed in Circular No. 47/2019/TT-BTC.

Forms of application for the Enterprise Registration Certificate in Vietnam

The business founder or authorized person shall register the business with the Business Registration Authority in the following manner:

• Register business directly at the Business Registration Office;
• Business registration via postal service;
• Register business via electronic information network.

Notes when registering a business online:

• According to Article 37 of Decree 168/2025/ND-CP, when registering a business online, registering a business online must “use an electronic identification account” to register the business through the National Business Registration Information Portal.
• The business registration dossier via electronic information network includes the required documents presented in electronic text form.
• Business registration dossiers via electronic information network must ensure the following requirements:
  • The documents are complete, and their contents are fully declared in accordance with regulations. They are submitted in the form of electronic files corresponding to the original paper documents;
  • Business registration information declared on the National Business Registration Portal must be complete and accurate according to the information in the dossier;
  • There is information about the applicant’s phone number and email address declared on the National Business Registration Portal;
  • The business registration dossier via the electronic information network must be digitally signed or authenticated by the person authorized to sign the business registration application or the person authorized by the person authorized to sign the business registration application to carry out the business registration procedure.

Authority to grant Enterprise Registration Certificates in Vietnam

With the new 2-level government model from July 1, 2025, and the official abolition of district-level administrative units, and the merger of the Department of Finance and the Department of Planning and Investment in provinces and cities, the Department of Finance should lead to changes in the authority and name of the business registration agency.

According to Article 20 of Decree 168/2025/ND-CP, business registration agencies include:

• The High-Tech Park Management Boardis responsible for granting business registration to enterprises, branches, representative offices, and business locations situated within high-tech parks;
• The Business Registration Office under the Department of Planning and Investmenthas the authority to issue Enterprise Registration Certificates for enterprises, branches, representative offices, and business locations located within its respective province or city — except in cases that fall under the jurisdiction of the High-Tech Park Management Board.

Validity of Enterprise Registration Certificate

According to Article 33 of Decree 168/2025/ND-CP, enterprises have the right to conduct business activities from the date of being granted the Certificate of Enterprise Registration, except for cases of business in conditional investment and business lines.

• In case an enterprise registers the date of commencement of business operations after the date of issuance of the Certificate of Business Registration, the enterprise is entitled to conduct business operations from the date of registration, except in cases of business in conditional investment and business lines.
• If an enterprise is granted a new Enterprise Registration Certificate, the previously granted Enterprise Registration Certificate is no longer valid.

Above is the advice on the issuance of Enterprise Registration Certificate in Vietnam. If you have any related questions or need advice on business registration, please contact Viet An Law for the best support!