Enterprise Registration Certificate Vietnam: 2026 Guide

Vietnam’s economy grew by 8.02% in 2025, maintaining strong momentum into 2026. Current forecasts remain positive, with the World Bank projecting 6.8% growth and the OECD forecasting 6.5% for 2026. For foreign investors, this growth is being accompanied by significant changes to Vietnam’s investment and enterprise registration framework.

For foreign investors, this sustained growth is mirrored by a maturing and rapidly modernizing legal framework. However, the rulebook for entry has been substantially rewritten over the past 18 months. If you are consulting a guide to Vietnam company formation written in early 2025, you are likely following outdated procedures.

One of the key changes is that eligible foreign investors may now establish the enterprise and obtain an Enterprise Registration Certificate (ERC) before completing the Investment Registration Certificate (IRC) process, subject to applicable market-access conditions. This guide explains the current ERC framework and the practical steps foreign investors should consider when establishing a company in Vietnam.

Key Enterprise Registration Changes in 2026

Before looking at the application process, it is important to understand the regulatory changes that now shape company formation in Vietnam.

Government Restructuring: The former Ministry of Planning and Investment (MPI) has been merged with the Ministry of Finance. At the provincial level, functions previously handled by the Department of Planning and Investment are now generally carried out by the Department of Finance.

Updated enterprise registration framework: The amended Enterprise Law and its implementing Decree 168/2025/ND-CP (effective July 1, 2025) introduced significant changes to enterprise registration, including digital procedures and updated filing requirements. Decree 168 was subsequently amended by Decree 296/2026/ND-CP, effective from 23 July 2026.

Greater flexibility in ERC and IRC sequencing: Under Law on Investment No. 143/2025/QH15, effective from 1 March 2026, foreign investors may establish an economic organisation before completing the procedures for an Investment Registration Certificate, provided the applicable market-access conditions are met. Where an IRC is required, the investment project can only be implemented after the relevant IRC procedures are completed.

Digital-First is Mandatory: The era of using simple portal accounts is over. From 2026, online enterprise registration is fundamentally tied to a national-level electronic identification account (eID) for organizations. 

A Major Tax Break: The annual business license fee (lệ phí môn bài), a standard compliance item in every older guide, has been abolished from January 1, 2026.

With these changes in place, it is important to understand how the ERC now fits within Vietnam’s company formation framework.

What is the Enterprise Registration Certificate (ERC)? 

The Enterprise Registration Certificate (ERC) is the official document issued by Vietnam’s business registration authority when an enterprise is registered. It records the core legal information of the business, including:

• Enterprise Name and Identification Number: Your unique, official ID for all legal and tax matters.
• Headquarters Address: The registered office of the company.
• Legal Representative: The individual authorized to act on the company's behalf.
• Charter Capital: The total capital contributed or pledged by the owners/shareholders.

The ERC is different from an Investment Registration Certificate (IRC) The ERC records the establishment and registration of the enterprise, while the IRC relates to a specific investment project where one is required under Vietnam’s investment regulations.

IRC vs. ERC in 2026: What Has Changed?

This is the single most important update for any foreign investor. For years, the default sequence for a wholly foreign-owned company was: IRC first → ERC second. You had to get your investment project approved before you could even form the company to execute it.

The Law on Investment 2025 has flipped this script. The law now explicitly allows foreign investors to establish the enterprise (get the Enterprise Registration Certificate - ERC) before completing the IRC procedures, provided they meet market access conditions at the time of establishment.

For foreign investors, one of the key changes in 2026 is greater flexibility in the sequencing of the IRC and ERC. Previously, the typical route for establishing a foreign-invested company was to obtain the Investment Registration Certificate (IRC) before applying for the Enterprise Registration Certificate (ERC).

However, a word of caution: This is a legally enabled option, not a mandatory one. Your strategy should depend on your specific project.

• For projects requiring an IRC (e.g., those in conditional sectors, with large-scale investments), you can now choose the "ERC-first" route. You will establish the company and then file the dossier for the IRC, which you must obtain before you can officially implement the project.
• For projects not requiring an IRC, the ERC is often the primary certificate needed.
• Always verify with local authorities or a professional advisor, as practical implementation can vary slightly.

How to Apply for an Enterprise Registration Certificate in Vietnam?

The ERC application process involves several preparation, filing and post-registration steps. The following workflow reflects the current 2026 enterprise registration framework.

Phase 1: Preparation

1. Structure & Name Checks:

• Confirm your intended business lines are not prohibited. If they are conditional, understand the sub-licenses required post-incorporation.
• Verify foreign market access conditions for your sector. This still applies at the establishment stage.
• Prepare 2-3 preferred company names in both English and Vietnamese, following naming conventions (avoiding duplicates, prohibited terms, etc.).

2. Secure a Head Address & Legal Representative:

• You need a physical address in Vietnam for your headquarters.
• You must identify a legal representative. This person does not need to be a foreigner, but must meet the legal requirements and be ready to assume the role. This is a non-negotiable item on the ERC.

3. Obtain Organizational eID: This is your digital key. Before you can file anything online, your organization (or its legal representative) must obtain an electronic identification account. The old "business registration accounts" created on government portals were only valid until December 31, 2025. You cannot file a valid online ERC application in 2026 without a proper eID. Plan time for this step.

Phase 2: Filing the Enterprise Registration Certificate Application

Step 1: For a limited liability company, the required documents generally include:

• Application for enterprise registration.
• Company charter.
• List of members (for multi-member LLC) or owner's information (for single-member LLC).
• Copies of valid identification documents for all members/owners and the legal representative (e.g., passport for individuals, Certificate of Incorporation for corporate entities).
• For corporate investors, additional documents may be required to prove the legal status of the signatory.

Step 2: Submit Online. Using the acquired organizational eID, submit the complete dossier through the National Enterprise Registration Portal.

Step 3 The provincial-level business registration authority reviews the application and, within three working days of receipt, will issue the ERC if the application is valid. If the application is incomplete or invalid, the authority will notify the applicant of the required amendments or supplementary information.

Step 4: Receive ERC & Publish. Once granted, your company officially exists. The enterprise must then publish its registration information on the National Portal, including its ERC details and business lines.

Phase 3: Complete Post-Registration Requirements

Once the ERC is issued, the enterprise must complete several post-registration requirements within the applicable deadlines.

1. The 90-Day Capital Contribution Deadline:

• For multi-member LLCs and single-member LLCs, owners must contribute the full amount of charter capital promised within 90 days of the ERC issuance date.
• For joint-stock companies, shareholders must pay for all subscribed shares within the same 90-day window.
• Failure to do so has serious consequences, including potential adjustments to charter capital and loss of ownership rights for the unpaid portion. This is not just a legal formality; it's a banking and foreign exchange control issue that affects future profit repatriation.

2. Open the appropriate Investment Capital Account: Foreign-invested enterprises that fall within the applicable foreign-exchange rules must open an investment capital account with an authorised bank. Capital contributions and other prescribed investment-related receipts and payments are conducted through this account in accordance with State Bank of Vietnam regulations.

3. Complete initial tax requirements: Following registration, the enterprise should complete the applicable initial tax and invoicing procedures. The enterprise identification number is also used for tax-related purposes. From 1 January 2026, businesses are no longer required to pay or submit declarations for the annual business licence fee (lệ phí môn bài) for 2026 and subsequent years.

4. Proceed with the IRC (If Applicable): If your project requires an IRC, now is the time to file that dossier with the relevant authority (Management Board for projects in industrial parks, or the Department of Finance for projects outside them). You must obtain this certificate before you can implement the investment project.

Practical Insights for a Smooth Formation in 2026

Prepare for electronic registration: Your entire formation process hinges on the organizational electronic identification account (eID). Start this process early. It is the foundation for all future online interactions with government authorities.

Account for the abolition of the business licence fee: The annual business licence fee (lệ phí môn bài) is no longer payable from 1 January 2026 and should therefore be removed from current company-formation compliance checklists.

Assess whether the ERC-first route suits the investment: The ERC-first sequence is an available option rather than a mandatory route. Its suitability will depend on the proposed business activities, market-access conditions, investment structure and any licences or approvals required for the project.

Engage Professional Support Early: The new laws simplify some things (like sequencing) but add complexity in others (like eID requirements). Engaging a reputable law firm or advisory firm in Vietnam is not an unnecessary expense; it's an investment in compliance and speed. They will manage the eID process, draft compliant charters, and ensure your 90-day clock is managed correctly with the bank.

Conclusion

Vietnam’s company formation process has changed significantly in 2026, particularly with greater flexibility around ERC and IRC sequencing, mandatory eID-based filing and updated post-registration requirements. For foreign investors, understanding which route applies, preparing the right documents and managing key steps such as capital contribution and tax registration can help avoid delays and keep the setup process on track.

If you are planning to establish a business in Vietnam, Ascentium can support you through the ERC application, investment structuring, registration requirements and post-incorporation compliance. We help you understand the process, prepare the required documentation and manage each stage of company formation with greater clarity and control.

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