What is ERC in Vietnam? Case of changing ERC

ERC stands for Enterprise Registration Certificate, an important document allowing an enterprise to operate legally in Vietnam. An enterprise may need to change some information such as company name, head office address, or business lines during its operation. These changes must comply with legal regulations. In the article below, Viet An Law will provide information related to ERC and cases of changing ERC.

What is ERC in Vietnam?

According to Clause 15, Article 4 of Law on Enterprises 2020, ERC or Enterprise Registration Certificate is a paper or electronic document recording information on enterprise registration issued by the Business Registration Authority to the enterprise.

Is ERC issued to business households?

Under Clause 15, Article 4 of Law on Enterprises 2020, ERC or Enterprise Registration Certificate will be issued to enterprises with legal status including LLCs, Joint Stock Companies, Partnerships, and Private Enterprises. Business households do not have legal status, so they will not be issued an Enterprise Registration Certificate. Instead, business households are issued a Business Household Registration Certificate according to Article 82 of Decree 01/2021/ND-CP on business registration to record their legal status.

Characteristics of ERC

Based on the concept and related legal regulations, it can be seen that ERC includes the following characteristics:

• Issued by the Business Registration Authority. According to Article 13 of Decree 78/2015/ND-CP, the business registration authority is the Business Registration Office under the Department of Planning and Investment.
• The main information in the Enterprise Registration Certificate is implemented under Article 28 of Enterprise Law 2020:
• Business name and business registration number;
• Head office address of the enterprise;
• Full name, contact address, nationality, and legal document number of the individual for the legal representative of a limited liability company and a joint stock company; for a general partner of a general partnership; for the business owner of a private enterprise.
• Full name, contact address, nationality, and legal document number of the individual for individual members; name, business registration number, and head office address of the organizational member for limited liability companies;
• Charter capital for companies, investment capital for private enterprises.

The ERC confirms that the company has legal status from the date of issuance. Thus, the enterprise has the right to conduct business activities from the date of issuance of the Enterprise Registration Certificate, except in the case of business in conditional investment and business sectors.

Case of changing ERC

According to Clause 1, Clause 4, Article 30 of the Law on Enterprises 2020, enterprises must change the content of the enterprise registration certificate when the changed content falls under the provisions of Article 28 of Law on Enterprises 2020 and some other provisions in Decree 01/2021/ND-CP, specifically as follows:

• Revise: In case the enterprise discovers that the content on the ERC is not accurate compared to the content of the enterprise registration dossier, the enterprise shall send a written request for correction of information to the Business Registration Office where the enterprise has its head office. The Business Registration Office shall reissue the ERC.
• Change: Re-issue ERC upon request when there is a change in the contents shown on the ERC such as business name, legal representative information, and business address.

Note: In some cases, business registration information is changed but ERC is not reissued. In these cases, the Business Registration Office issues a Certificate of change of enterprise registration content to the enterprise, for example:

• In case of a change of business line;
• In case of changing information of founding shareholders of unlisted joint stock companies in Clause 2, Article 57 of Decree 01/2021/ND-CP on enterprise registration;
• In case an unlisted joint stock company changes its shareholder to a foreign investor as prescribed in Clause 3, Article 31 of Law on Enterprises;
• In case an enterprise changes its tax registration content without changing its enterprise registration content, except for changing the tax calculation method;

ERC granting conditions

According to Article 27 of Law on Enterprises 2020 and Article 34 of Decree 01/2021/ND-CP on enterprise registration, an enterprise is granted an ERC when it meets the following conditions:

• Registered business lines are not prohibited from investment and business
• Enterprise name complies with legal regulations
• Have valid enterprise registration dossiers
• Pay the full enterprise registration fee according to the law on state

Note: In case an enterprise has been granted a new ERC, the previous ERC is no longer valid.

ERC issuance timelimit

Under Article 33 of Decree 01/2021/ND-CP on enterprise registration, the time limit for granting ERC is specifically prescribed as follows:

• The Business Registration Office shall issue the Enterprise Registration Certificate within 03 working days from the date of receipt of valid dossiers.
• In case the dossier is invalid or the name of the enterprise requested for registration is not follow regulations, the Business Registration Office shall notify in writing the content that needs to be revised or supplemented to the enterprise founder or enterprise within 03 working days from the date of receiving the dossier.
• The enterprise founder or enterprise has the right to make complaints and denunciations following the provisions of the law on complaints and denunciations if, after the above deadline, the ERC is not granted or the notice requesting amendments and supplements to the enterprise registration dossier is not received.

ERC application procedure

Notes on ERC for foreign direct investment enterprises (FDI)

• Application for an ERC for a foreign direct investment enterprise (FDI) requires an IRC (Investment Registration Certificate).
• For enterprises established in the form of direct investment: it is necessary to carry out procedures to obtain an investment certificate first and then carry out procedures to obtain an ERC later;
• For enterprises established in the form of capital contribution, share purchase, or capital contribution purchase of a Vietnamese enterprise: it is necessary to complete procedures for registering capital contribution, share purchase, or capital contribution purchase of a Vietnamese enterprise first, then complete procedures for changing the ERC.
• When a business wants to change the content on the enterprise registration certificate (including Business code; Business name; Head office address; Charter capital; List of members/owners; and Legal representative), it is necessary to carry out the procedure to change the investment registration certificate.
• In case a foreign-invested company changes the contents of the ERC without changing the investment registration contents, it only needs to carry out procedures to change the ERC at the Business Registration Office – Department of Planning and Investment of the province/city.

The above article has answered questions related to what is ERC in Vietnam? Case of changing ERC. Clients who need to change their business registration, please contact Viet An Law for the best support!

Update: 8/2024