Currently, legal issues, especially those related to the ERC business license, are attracting significant attention. Common questions from clients include: What is the ERC business license? How do you distinguish between ERC, IRC, and BRC for foreign-invested companies?
In the following article, VNJ International Law Firm will provide readers with the most detailed information about the content of the ERC business license.
1. What is ERC?
ERC stands for “Enterprise Registration Certificate”, the Vietnamese translation is “Enterprise Registration Certificate”. ERC is a type of business license issued to organizations, individuals or businesses that want to do business in Vietnam. ERC business license certifies that the business has registered its business and can operate legally in a country.
Basic information about the business will be recorded on the ERC business license, including the business name, head office address, business lines and number of shares. To obtain an ERC, the business must register its business with the local business registration authority or the Department of Planning and Investment of the province or city near where the business is headquartered.
ERC business license is one of the most important and necessary documents for a business that wants to do business in Vietnam. Without an ERC, a business is not allowed to open a bank account, register for taxes or conduct any business transactions.
Basic information about the business will be recorded on the ERC of the business license, including the business name, head office address, business lines and number of shares. To obtain an ERC, a business needs to register its business with the local business registration authority or the Department of Planning and Investment of the province or city near where the business is headquartered.
The ERC of the business license is one of the most important and necessary documents for a business that wants to do business in Vietnam. Without an ERC, a business is not allowed to open a bank account, register for taxes or conduct any business transactions.
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2. Competent authority to issue ERC
The competent authority to issue ERC business licenses in Vietnam is the Department of Planning and Investment (DPI) of the province or centrally-run city. According to the law, enterprises must register their business and register for tax at the business registration management agency of the locality where the enterprise has its head office. After completing the business registration process, this agency will issue the enterprise a copy of the ERC.
However, for some special business sectors such as finance, insurance, telecommunications services, science and technology, etc., business registration and licensing are carried out at specialized management agencies of relevant ministries and branches. In this case, enterprises need to contact the competent authority for more details on the business registration process and issuance of ERC business licenses.
3. What does the ERC include?
The content of the ERC business license usually includes the following information:
- Business name: The business registration name of the enterprise according to the provisions of law.
- Business code (Tax code): The business identification number issued by the tax authority, helping the enterprise to conveniently carry out tax-related procedures.
- Head office address: The address that the enterprise uses as a place of business operations, which can be an office address, factory, warehouse or other contact address.
- Business line: The business field of the enterprise, which must be registered according to the provisions of law.
- Charter capital: The amount of money that the founding members or shareholders have committed to contribute to the enterprise, which must be clearly stated on the business registration certificate.
- Information about founding members and shareholders: Including the names, addresses, phone numbers, ID cards or passports of the founding members and shareholders of the enterprise.
- Date of issue and license number: Information about the date of issue of the business registration certificate and the license number.
ERC business license is an important document that allows the enterprise to operate legally in Vietnam. Therefore, the information on the business registration certificate must be updated and accurate. In order to avoid legal and financial problems during business operations.
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4. Distinguishing ERC, IRC and BRC of foreign-invested enterprises
ERC, IRC and BRC are types of foreign investment licenses in Vietnam. Below are some comparisons between these licenses when applied to foreign-invested enterprises:
ERC (Enterprise Registration Certificate) is a license issued to foreign-invested enterprises in general business sectors (not included in the list of foreign investments requiring approval). ERC is a business license that allows enterprises to operate and be responsible for taxes in Vietnam. ERC is the first license that an enterprise needs to operate in Vietnam and can be reissued when necessary. The Enterprise Registration Certificate is issued by the Business Registration Office. Once the enterprise has completed the registration process, it will become a legal entity and be responsible for implementing project activities.
IRC (Investment Registration Certificate) is a license issued to foreign-invested enterprises in business sectors on the list of foreign investment sectors requiring government approval. With an IRC, the enterprise is allowed to operate and invest in that business sector in Vietnam. The investment registration certificate (IRC) shows information related to the objectives, scale, schedule, commitments, etc. of an enterprise’s investment project.
BRC (Business Registration Certificate) is a business registration license issued to foreign-invested enterprises to conduct certain business activities in Vietnam. BRC is issued after the enterprise has an ERC and IRC. BRC only allows the enterprise to operate in the business sector registered on the license.
Therefore, ERC is the most basic license for enterprises to operate and pay taxes in Vietnam. IRC and BRC are issued to foreign-invested enterprises in special business sectors requiring Government approval and limited to registered business areas.
>> Comparison Table: ERC, IRC, and BRC for Foreign-Invested Companies:
| Category | ERC (Enterprise Registration Certificate) | IRC (Investment Registration Certificate) | BRC (Business Registration Certificate) |
| Full Name | Enterprise Registration Certificate | Investment Registration Certificate | Business Registration Certificate |
| Purpose | Certifies the legal establishment of a company in Vietnam. | Approves the investment project and regulates foreign capital investment. | Authorizes the business activities of specific industries requiring special permits. |
| Legal Basis | Law on Enterprises | Law on Investment | Specialized laws governing certain industries (e.g., Banking, Telecom, etc.). |
| Issued By | Department of Planning and Investment (DPI) | Department of Planning and Investment (DPI) | Relevant specialized ministry or department based on the industry. |
| Required For | All companies, regardless of ownership type, when registering a business. | Foreign investors establishing or modifying investment projects in Vietnam. | Enterprises engaging in specific industries requiring additional permits. |
| Key Information Included | – Company name
– Registered address – Legal representative – Business lines – Charter capital |
– Investment project details
– Total investment capital – Project implementation location – Investment timeline |
– Industry-specific requirements
– Conditions for operation – Compliance standards |
| Validity | Permanent unless there are changes to company details. | Varies depending on the duration of the approved investment project. | Varies based on the terms of the special license. |
| Associated Processes | Necessary for tax registration, opening a bank account, and legal business operations. | Needed before obtaining an ERC for foreign-invested companies. | Must be obtained after ERC for regulated business activities. |
| Examples of Use Cases | Establishing a new enterprise. | Foreign investor setting up a manufacturing plant or real estate project. | Operating businesses like banking, education, or telecommunications. |
The above detailed information about ERC business license. Hopefully, through the above article, you can better understand this type of license as well as better understand how to distinguish ERC, IRC, BRC of foreign-invested enterprises.
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