A Guide to Applying for the Investment Registration Certificate and Enterprise Registration Certificate

As mentioned in the previous article regarding STEPS OF ENTERPRISE REGISTRATION FOR FOREIGN INVESTMENT IN VIETNAM, foreign investors that need to register their business in Vietnam must apply for an investment registration certificate (IRC) and enterprise registration certificate (ERC). This article focuses mainly on practical application package.

I. INVESTMENT REGISTRATION CERTIFICATE (IRC)

According to the Vietnam Law on Investment 2020, an IRC is a physical document that records the investor’s registered information about the investment project.

The following information and documents are required for the application of the IRC for foreign investment in Vietnam:

• Information of the investor
• Information of the upcoming company (such as name, company form, charter capital, contribution capital ratio)
• Information of the upcoming project (such as name, location, objectives, scale, capital and capital mobilization plan, operation term, implementation schedule);
• Documents regarding legal status of the investor;
• Document(s) proving the financial capability of the investor including at least one of the following documents:
• audit report for the last two years or bank statement proving the financial capacity of the investor;
• undertaking of the parent company to provide financial support;
• undertaking of a financial institution to provide financial support; guarantee for the financial capability of the investor; [or]
• other document proving financial capability of the investor;
• Proposal for the investment project comprising the following main items: investor or method of investor selection, investment objectives, investment scale, investment capital and plan for raising capital, location, duration, investment schedule, information about the current status of land use at the location for implementation of the project and proposal for a need for land use (if any), need for labor, proposal for investment incentives, impact and socio-economic efficiency of the project, and preliminary assessment of environmental impact (if any) in accordance with the law on environmental protection;
• If the law on construction requires formulation of a pre-feasibility study report, the investor may submit the pre-feasibility study report instead of a proposal for the investment project;
• Documents identifying the right to use the location for the investment project;
• BCC contract in the case of investment project;
• Other documents relating to the investment project, and requirements on the eligibility and capability of the investor in accordance with the law (if any).

Timeline: 15 to 45 working days after submission of an application dossier (except for the case of applying for investment policy approval, which is usually not our tenants’ case). Please note that currently it is required to first register online at https://fdi.gov.vn/pages/trangchu.aspx.

BW provides free licensing support — including IRC registration — for a smooth set-up of your business. Current regulations suggest that foreign investment projects within industrial park (IPs) apply for an IRC through their respective IP management authority and an ERC through the local Department of Planning and Investment (DPI). In several cases, BW supports our tenants with translating and notarizing documents before they are submitted to authorities.

II. ENTERPRISE REGISTRATION CERTIFICATE (ERC)

According to the amended website Vietnam Enterprise Law 2020, an ERC is a physical document that contains information about the enterprise registration and is issued by the business registration office.

The ERC application contains the following information:

• Name of the enterprise and its identification number (tax code)
• Address of the enterprise’s headquarters
• For the legal representative of a limited liability company or shareholding company; or an unlimited liability partner of a partnership; or the owner of a private enterprise: Full name, contract address, nationality and serial number of the personal legal document.
• For individual members: Full names, contact addresses, nationalities, serial number of the personal legal documents.
• For members being organizations in the case of a limited liability company: Names, enterprise code numbers and head office addresses of members being organizations in the case of a limited liability company.

Charter capital in the case of a company and invested capital in the case of a private enterprise.

Under current laws, the ERC application can be done online. Currently, most ERC applications are processed online. Typically, for a limited liability company (LLC) and a joint stock company (JSC), the ERC application is below:

A- Application for registration of a multi-member LLC and JSC

An application form for business registration.

The company’s charter.

A list of members of the multi-member LLC; lists of founding shareholders and shareholders that are foreign investors of JSC.

Copies of:

a) Legal documents of the enterprise’s legal representative.

b) Legal documents of members or founding shareholders and foreign shareholders that are individuals; legal documents of members or founding shareholders and foreign shareholders that are organizations; legal documents of authorized representatives of members or founding shareholders and foreign shareholders that are organizations and their letters of appointment of authorized representatives
If a member or shareholder is a foreign organization, copies of legal documents of that organization must be legalized

c) IRC, if the enterprise is founded or co-founded by foreign investors or foreign-invested business entities in accordance with the Law on Investment.

B- Application for registration of a single-member LLC

An application form for business registration.

The company’s charter.

Copies of:

a) Legal documents of the enterprise’s legal representative;

b) Legal documents of the company’s owner that is an individual; Legal documents of the company’s owner that is an organization (except for the State); Legal documents of the authorized representative and letter of appointment of authorized representative;
If the company’s owner is a foreign organization, copies of legal documents of that organization must be legalized;

c) Investment registration certificate if the enterprise is founded by a foreign investor or foreign-invested business entity in accordance with the Law on Investment.

Timeline: 5 working days after submission, provided there are no discrepancies in the application.

Issuing agency: The business registration office of the provincial Department of Planning and Investment

III. COMPANY SEAL

Current laws do not require the announcement of the seal sample or its information. The seal is decided by the enterprise and must be made at seal engraving establishments or seals in the form of digital signatures in accordance with the law on e-transactions.

To find out more about registration procedures for foreign manufacturers in Vietnam and to receive free assistance from us for Vietnam investment projects, please contact our hotline
(+84) 28 710 29 000 or send an email to leasing@bwidjsc.com.