Step 1: Pre-Registration Legal Structuring

Prior to drafting the application dossier, the investor must strategically define the fundamental framework of the prospective enterprise.

• Selection of Corporate Form: Choose the appropriate legal entity based on the number of investors and liability preferences. The most common forms are Single-Member Limited Liability Company (SLLC), Multi-Member Limited Liability Company (MLLC), and Joint Stock Company (JSC).

• Corporate Naming: The proposed company name must be compliant with the Law on Enterprises, ensuring no duplication or confusing similarity with existing registered entities nationwide. A preliminary trademark clearance search is highly recommended.

• Registered Office Address: The headquarters must be a verifiable commercial address in Vietnam. Statutory regulations strictly prohibit the registration of a corporate domicile in an apartment strictly designated for residential purposes.

• Business Lines Registration: The intended business activities must be codified in accordance with the Vietnam Standard Industrial Classification (VSIC). For conditional business lines (e.g., education, logistics, healthcare), further sub-licenses will be requisite post-ERC issuance.

• Charter Capital Declaration: Investors must determine the total registered capital. This figure dictates the annual business license tax. Capital contributions must be fully remitted within 90 days from the ERC issuance date.

• Nomination of Legal Representative: The Legal Representative acts on behalf of the company in exercising legal rights and obligations. This individual must reside in Vietnam; if absent, a legally authorized resident representative must be appointed.

Step 2: Dossier Preparation

The composition of the application dossier strictly depends on the selected corporate form. Complete and accurate documentation is imperative to avoid administrative rejection.

Standard Dossier Requirements by Entity Type:

Legal Note from LHD Law Firm: For foreign investors, an Investment Registration Certificate (IRC) must be successfully obtained prior to initiating the ERC application process.

Step 3: Submission and Issuance Procedure

1. Digital Submission: Submit the prepared dossier via the National Business Registration Portal (NBRP). The system requires digital authentication using a public digital signature or a registered business registration account.

2. Appraisal by Authority: The Business Registration Office (BRO) under the provincial Department of Planning and Investment (DPI) assumes jurisdiction over the application.

3. Statutory Processing Timeline: The BRO processes valid dossiers within 03 working days from the date of receipt.

4. Issuance or Amendment: Upon successful appraisal, the DPI shall issue the Enterprise Registration Certificate (the enterprise's tax code is concurrently integrated into this document). In the event of non-compliance, a formal written notice detailing necessary amendments will be issued.

Step 4: Mandatory Post-Licensing Compliance

Acquiring the ERC signifies the birth of the enterprise; however, operational legality necessitates immediate fulfillment of several post-licensing statutory obligations.

• Corporate Seal Manufacturing: Procure a corporate seal. Under current regulations, enterprises retain the autonomy to determine the seal's form, quantity, and design.

• Digital Signature (Token) Acquisition: Purchase a USB Token for digital authentication. This is a mandatory prerequisite for electronic tax filing, customs declarations, and social insurance submissions.

• Corporate Bank Account Establishment: Open a corporate bank account using the ERC, the Legal Representative's identification, and the corporate seal. Subsequently, officially register the account details with the managing tax authority via the pertinent administrative portal.

• Signboard Display: Produce and prominently display the corporate signboard at the registered headquarters, strictly containing the exact company name, address, and tax code as stipulated on the ERC.

• Initial Tax Declaration and E-Invoice Registration: Submit the initial tax dossier, declare the business license tax, and register for the issuance of electronic invoices with the provincial or municipal Tax Department.

Readmore: Set up company in Vietnam