Business Registration Application vs. ERC in Vietnam

Business registration application and ERC in Vietnam are two types of documents related to business registration for an enterprise. The business registration application is a mandatory document required in the enterprise establishment registration file, submitted by the enterprise founder to the competent authority. Meanwhile, the ERC (Enterprise Registration Certificate) is a hard copy or electronic document issued by the business registration agency to the enterprise, recording information about the business registration. In this article, Viet An Law Firm will provide information about the business registration application vs. ERC in Vietnam.

Forms for business registration application vs. ERC in Vietnam

The forms for business registration application vs. ERC in Vietnam are implemented according to the forms stipulated in Circular No. 68/2025/TT-BTC, specifically:

• The business registration application is implemented according to form No. 1, form No. 2, form No. 3, form No. 4, and form No. 5 in Circular No. 68/2025/TT-BTC, corresponding to each type of enterprise.
• The ERC is implemented according to form No. 37, form No. 38, form No. 39, form No. 40, form No. 41 in Circular No. 68/2025/TT-BTC, corresponding to each type of enterprise.

Person authorized to issue the document:

• For the business registration application, the person authorized to sign the business registration application is: The owner of the private enterprise for a private enterprise;
• The legal representative of the company for a limited liability company, a joint-stock company;
• The partners for a partnership.
• For the ERC, the competent authority to issue the ERC is the Business Registration Office under the Department of Finance where the enterprise is headquartered, the person authorized to sign the ERC is the Head of the Business Registration Office.

Person authorized to issue the document

Content of business registration application vs. ERC in Vietnam

Business registration application

The business registration application will show the basic information intended for registration by the enterprise. The business registration application includes the following contents:

• Enterprise name;
• Head office address, phone number; fax number, email (if any);
• Business lines;
• Charter capital; investment capital of the private enterprise owner;
• Types of shares, par value of each type of share, and the total number of shares authorized for offering of each type for a joint-stock company;
• Tax registration information;
• Estimated number of laborers;
• Full name, signature, contact address, nationality, legal document information of the individual for the private enterprise owner or partner or legal representative
• Information about the beneficial owner of the enterprise (if any).

ERC

The contents of the ERC are recorded based on the information in the business registration file and according to the business registration application. The ERC includes the following contents:

• Enterprise name and enterprise code;
• Head office address of the enterprise;
• Full name, contact address, nationality, number of legal documents of the individual for the legal representative, partner, private enterprise owner, company member; Name, enterprise code, and head office address of the member being an organization for a limited liability company;
• Charter capital for a company, investment capital for a private enterprise.

Unlike the Enterprise Certificate issued under the Law on Enterprises 2005, the current ERC has an enterprise code and does not record the content of business lines. Not recording detailed business lines on the ERC helps minimize procedures for enterprises when they need to change or add business lines. According to current regulations, the enterprise code is also the tax code. Therefore, the ERC is also the Tax Registration Certificate of the enterprise.

Clause 3, Article 6 of Decree 168/2025/ND-CP stipulates that the ERC is not a business license. This regulation shows consistency with regulations in other legal documents, as when an enterprise chooses to register conditional business lines, it needs to carry out procedures to apply for a “sub-license” to conduct business activities. This helps enterprises avoid confusion between these two types of documents in order to carry out necessary procedures when conducting production and business.

Comparison of the content of the business registration application vs. ERC in Vietnam

What documents are attached to the business registration application?

Pursuant to the Law on Enterprises 2020, amended and supplemented in 2025, Decree 168/2025/ND-CP, the business registration application is a mandatory document in the enterprise establishment registration file, which also includes the following documents:

• Company charter (for partnerships, joint-stock companies, limited liability companies);
• List of members (for partnerships, limited liability companies);
• List of founding shareholders and list of shareholders who are foreign investors (for joint-stock companies);
• List of beneficial owners; Declaration of information to identify the beneficial owner of the enterprise;
• A copy of the Investment Registration Certificate;
• A document appointing an authorized representative if the owner, member, or shareholder is an organization;
• Legal documents of the organization for company members, shareholders, and owners who are organizations
• In case the legal representative, private enterprise owner, company member, founding shareholder, owner, or authorized representative declares their personal identification number, the file does not need to submit copies of the legal documents of these individuals.

Procedure for issuing the ERC

To be issued an ERC, organizations and individuals must carry out the enterprise establishment registration procedure at the competent authority.

Place of submission

Organizations and individuals submit the enterprise establishment registration file to the business registration agency under the Department of Finance of the province or city where the enterprise plans to be headquartered.

Method of submission

From 01/07/2025, business registration procedures, including enterprise establishment, are all carried out online via the national business registration portal at the website: https://dangkyquamang.dkkd.gov.vn/

Implementation sequence

Step 1: The enterprise founder submits the enterprise establishment registration file, which includes the business registration application, to the Business Registration Office; Step 2: The Business Registration Office receives and processes the file within 03 working days from the date of receiving the file; Step 3: If the file is incomplete, the Business Registration Office sends a notice on amending and supplementing the file to the enterprise; Step 4: The enterprise founder resubmits the file as amended and supplemented as requested (If any); Step 5: The Business Registration Office sends a notice of file approval and issues the ERC within 03 working days from the date of receiving the valid file.

Conditions for being issued an ERC

According to the provisions of Article 28 of the Law on Enterprises 2020, amended in 2025, an organization or individual will only be issued an ERC (ERC) when meeting all the following legal conditions:

Lawful registered business lines

The enterprise may only register activities in lines that are not prohibited from investment and business according to the provisions of the Law on Investment and current guiding documents. In case the enterprise conducts conditional business lines, it needs to fully meet the investment–business conditions before officially operating.

The enterprise name is correctly regulated.

The enterprise name must comply with the provisions of Articles 37 – 42 of the Law on Enterprises 2020, amended in 2025, specifically:

• Not be identical or confused with the name of another registered enterprise;
• Include the full type of enterprise (“Limited Liability Company”, “Joint-Stock Company”, “Private Enterprise”…);
• Do not use words or symbols that violate historical traditions, culture, ethics, or good customs.

Valid business registration file

The business registration file must be prepared completely, accurately, and on the correct forms as stipulated in Decree 168/2025/ND-CP. Different types of enterprises (LLC, joint-stock, private, partnership) have different file requirements, but all need to have:

• Business registration application;
• Company charter;
• List of members/shareholders;
• Legal documents of the founder or the legal representative.

Full payment of business registration fees

The enterprise must pay the business registration fee as prescribed. In case of submitting the file online via the National Business Registration Portal, the enterprise can pay the fee electronically.

Results of business registration file processing

After the file is approved, the Business Registration Office will:

• Issue an electronic ERC (e-Certificate) to the enterprise via the registered email;
• The enterprise can contact the Business Registration Office directly to receive a hard copy certified by the Head of the Office (if still applicable).

Note: In some localities (such as Hanoi), from 1st July 2025, the business registration agency switches to issuing electronic copies instead of hard copies, to meet the national digital transformation process in the field of business registration.

Business registration consultation with Viet An Law Firm

Viet An Law Firm provides a package business registration service, including:

• Preparing files, submitting, and receiving business registration results;
• Supporting electronic tax declaration, purchasing digital signatures, opening bank accounts;
• Advising on selecting the appropriate type of enterprise and business lines;
• Guiding post-registration procedures: making seals, publishing information, and initial tax declaration.

Esteemed clients wishing to consult detailed information about business registration, please contact Viet An Law Firm for the best support!