Notes when changing the ERC of FDI companies

Business activities of foreign direct investment (FDI) enterprises always take place in a volatile business environment. Changes in business information such as head office address, business lines, charter capital or ownership structure are common. To ensure transparency and compliance with the law, updating these changes to the Enterprise Registration Certificate (ERC) is a mandatory procedure. However, many FDI enterprises still face many difficulties and concerns in the process of implementing this procedure. Not understanding the process and relevant legal regulations can lead to many consequences such as: administrative sanctions, difficulties in transactions, and even the withdrawal of business licenses. Therefore, it is extremely important for all FDI enterprises to understand and comply with the regulations on ERC change procedures. Viet An Law would like to guide customers on the necessary notes when changing the ERC of FDI companies through the article below.

Why change ERC?

The Enterprise Registration Certificate (ERC) is an important document that shows the legal information of the business. When there are changes in business information, updating to ERC is a must. This not only ensures the accuracy of information but also helps businesses comply with the provisions of the law. Carrying out the ERC change procedure in a timely manner always has certain benefits such as:

• Ensure the accuracy of information: ERC is the official database of businesses. When the information on the ERC is inaccurate, it will cause many difficulties in trading and cooperating with partners and state agencies.
• Compliance with the law: Failure to update information on ERC when there is a change is against the law and may be subject to administrative sanctions.
• Avoid risks in business activities: Accurate information on ERC helps businesses avoid troubles arising in the process of trading and cooperating with partners.
• Update information for regulatory agencies: Accurate information on ERC helps state management agencies grasp the operational situation of enterprises, thereby having appropriate support policies.

Time to change information on the ERC of an FDI company

Change basic information of the business

• Change of head office address: When an enterprise relocates its business location.
• Change of business lines: When businesses expand or shrink the scale of operations, or want to add new industries.
• Change of charter capital: When an enterprise increases or decreases its capital.

Organizational and management changes

• Change of legal representative: When there is a change in the head of the enterprise.
• Change of capital contributors: When there is a change in the ownership structure of the enterprise.

Changes in legal form

• Merger or consolidation: When two or more businesses combine into a new business.
• Splitting: When a business splits into two or more new businesses.

Other cases

• Change your business name: When your business wants to change its name.
• Change of contact information: When there is a change in phone number, email, website.

Documents for change of ERC of FDI companies

Depending on the content to be changed, the composition of the submitted dossier will be different, but a basic set of dossier includes the following documents:

The record of changing information on the ERC usually includes:

• Notice of change of business registration: According to the prescribed form, there is full information about the enterprise and the content to be changed.
• Resolutions/Decisions of competent agencies: Depending on the type of business and the changed contents, there will be different types of resolutions/decisions (such as resolutions of the General Meeting of Shareholders, decisions of the Owners, etc.).
• Documents proving the change: Documents proving the change of information (e.g., new lease contract in case of change of head office address + location of investment project, appointment decision in case of change of legal representative of ERC and IRC, documents proving capital increase…).
• Other documents: Additional documents may be required depending on the specific case.
• Power of attorney: in case the enterprise needs to be supported by Viet An Law Firm.

Benefits of changing the ERC of FDI companies in time

In short, changing the ERC in a timely manner is an important management activity, helping FDI enterprises operate effectively, transparently and comply with the law.

In addition, changing the ERC in a timely manner also brings other benefits such as:

• Improve the competitiveness of the business: A business with clear and transparent information will have a competitive advantage over other businesses.
• Favorable for mergers, consolidations, and transfers: When there is a need to change the scale or form of operation, having an updated ERC will help the process of implementing these procedures take place faster and more conveniently.

Any request on changing ERC of FDI companies in Vietnam, please contact Viet An Law for the best support!