Change Your Irc And Erc In Vietnam - Step By Step Guide

  • 25/10/2023

Set up company in Vietnam (LHD Law Firm guide 2023) 


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Change your IRC and ERC in Vietnam

If you need to change your investment registration certificate, you can do so. This article will show you how. But before reaching this point, let's first learn how to invest in Vietnam.

One of the most important certificates for investing in Vietnam is the Investment Registration Certificate (IRC). This is a digital document containing all information about the registered investment project. There is also a mandatory certificate for foreign investors owning at least 51% of the charter capital of a registered project.

How to invest in Vietnam?

With the right support and advice, it is not easy for foreigners to invest in Vietnam. This section describes the legal entities you can choose from.

For people opening a limited liability company or joint stock company

The most popular organizations for building a solid presence, especially for foreigners who want to effectively set up and expand in Vietnam, are limited liability companies (LLCs) and joint stock companies (LLCs). joint stock company).

Before establishing a limited liability company or joint stock company, you need to register your investment project in Vietnam and apply for an investment registration certificate.

Once you have applied for project approval for the first time and obtained your iInvestment investment registration certificate, you can proceed to form an LLC or corporation.

For those who want to open a representative office or branch

Open a representative office or branch office in another form to invest in Vietnam. However, you can only carry out certain activities with these legal structures, and they are not a separate entity from the parent companies.

How to distinguish between IRC, ERC and BRC?

Ways to help you distinguish some certificates

ERC means Enterprise Registration Certificate. BRC means Business License. These two terms are often applied to FDI enterprises. Especially in the field of Distribution and commerce. Foreign-invested companies operating in Distribution need to apply for three basic types of Licenses:

Investment Registration Certificate (IRC). This license is issued by the Department of Foreign Economic Relations - Department of Planning and Investment. This license certifies that the enterprise has an investment project in Vietnam. How to achieve the goals and scale of the project. The rights, obligations, and incentives enjoyed...

Enterprise Registration Certificate (ERC). This license is issued by the Business Registration Office. The registered enterprise will be the legal entity responsible for implementing the project.

Distribution business license (BRC). This license is issued by the Department of Industry and Trade. Some cases require a Business License such as: Retail distribution of goods, import and export, wholesale of items such as rice, cane sugar, lubricants, etc.

Change IRC and ERC according to Vietnamese law

Regulations on changing IRC and ERC according to Vietnamese law

According to the 2014 Investment Law, which will come into force from July 1, 2015, if a foreign company in Vietnam (a company established under the laws of Vietnam and international treaties to which the Socialist Republic of Vietnam is a party) wishes to change its information. are eligible. Based on the investment registration certificate, including investor information, company information, investment project information (purpose, size, location, method, capital, period), investors can complete the procedure to adjust the investment registration certificate and investment certificate. 

Pursuant to the Investment Law effective from July 1, 2015, Decree No. 118/2015 (Detailed instructions for the Investment Law) and Circular No. 16/2015/TT-BKHDT (Regulations on application forms and procedures). custom). Vietnam), the steps to adjust the investment registration certificate in Vietnam include the following steps:

Step 1: Take steps to compare the Investment Registration Certificate by separating the Business Registration Certificate from the business registration information on the old Investment Registration Certificate. The business registration certificate number is the company's tax code.

Step 2: Carry out adjustment procedures according to the Investment Law and issue an investment registration certificate (for old investment projects).

Step 3: Publish business information on the National Business Registration Portal.

Step 4: Re-issue the business seal sample according to the information recorded in the business registration certificate (e.g. new tax code).

Step 5: Publish the company seal sample on the National Business Registration Portal.

Notices in administrative procedures

If a company adjusts its investment registration certificate to increase its charter capital and the license tax changes as a result, the company will declare the new license tax rate and pay the additional license tax.

When an enterprise accepts new investors, the enterprise must contribute capital to the capital account, and the contribution deadline must be within the commitment deadline specified in the investment registration certificate.

Companies should pay attention to the reporting procedures and reporting forms in accordance with the provisions regarding the investment reporting obligations of enterprises (usually set out in Article 3 of the investment registration certificate).

If a company adds a new business line with business conditions in accordance with the provisions of the law, the company must ensure proper implementation of these regulations.

Instructions for changing the name of a foreign invested company

Investors must prepare documents after registering to change the trade name.

Official notice of change in business registration information signed by the legal representative of the business. The notification form follows the form in Appendix II of Circular 01/2021/TT-BKHDT. Please note that investors only need to select and enter information related to changing the transaction name in the appendix.

  • Investor's decision to change the company name:
  • Determine corporate ownership for a one-member limited liability company. or
  • Copy of the company's resolution and minutes of members' meetings for limited liability companies with two or more members and partnerships. or
  • For joint stock companies, a copy of the company's decision or minutes of the general meeting of shareholders.

Letter from company director to representative authorizing them to supervise record keeping.

Above is all the information about changing your IRC and ERC. Contact us immediately if you need any support. Wishing you success in registering and doing business in Vietnam.

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