The company has just relocated its office and changed the director – does the ERC need to be amended? This is a practical question of many managers when operating a company in Vietnam. Some changes must be registered in order to be issued a new ERC; some changes only need to be notified; others only need to be adjusted internally in the management system. Particularly for foreign-invested enterprises (FDI), if there are changes to the underlying project structure, the investor must also perform the procedure to amend the Investment Registration Certificate (IRC) before updating the business license.
This article analyzes in detail each legal case, the document components, the implementation deadline, as well as the necessary administrative update obligations after being issued the new license in the ERC amendment process.
1. What an ERC Amendment Is and the 10-Day Rule
The Enterprise Registration Certificate (ERC) is the legal document that records the basic information of the legal entity, including the company name, enterprise code, head office address, charter capital amount, information of the legal representative, and the list of owners or members of the limited liability company (under Article 28 of the Law on Enterprises 2020, as amended and supplemented in 2025).
Any change to the contents recorded on the ERC requires the company to perform the registration of change procedure within 10 days from the date of the decision on the change.
- Distinction of legal forms: The company needs to clearly distinguish between the “registration of change” procedure (the management authority issues a new ERC) and the “notification of change” procedure (only receives a receipt of acceptance) under the regulations in Decree 168/2025/ND-CP.
- Receiving authority: The dossier is submitted at the Business Registration Office under the Department of Finance through the National Business Registration Portal.
2. Changes That Require an ERC Amendment
Cases of changes to legal entity information that mandatorily require performance of the registration procedure to be issued a new ERC include:
- Change of the enterprise name (need to perform a check for overlapping and possibility of confusion on the national system before submitting the official dossier).
- Change of the company’s head office address; in the case of relocating the location to another province or centrally-governed city, the company must simultaneously perform related financial procedures with the managing tax authority.
- Change of the personnel holding the position of legal representative of the company or there is a change in the personal identification documents of the legal representative.
- Increase or decrease of the registered charter capital amount of the enterprise.
- Change of members or owners for a limited liability company through activities of transferring capital contribution portions or inheritance as prescribed.
- Performing conversion of the enterprise type (for example from a limited liability company to a joint stock company or vice versa).
3. Changes Filed as a Notification Only
Some contents of changes during the course of operations do not directly alter the core contents on the ERC but only fall under the case of performing the notification procedure with the business registration authority:
- Adding or removing business industry codes of the enterprise (under Article 49 of Decree 168/2025/ND-CP).
- Change of information of founding shareholders of an unlisted joint stock company during the period when shares have not yet been paid up according to commitment (under Article 50 of Decree 168/2025/ND-CP).
- Change of information on the ultimate beneficial owner or tax registration information of the enterprise under the current regulations in Decree 168/2025/ND-CP.
- Update of contact information such as the enterprise’s email and website.
- In the case of transfer of shares among ordinary shareholders in a joint stock company, the information is only recorded directly in the company’s shareholder register, except in cases involving foreign investors.
4. When FDI Companies Must Amend the IRC as Well
For FDI companies, the legal system establishes two independent types of licenses but with a close connection: the IRC records the economic information of the investment project, while the ERC records the legal parameters of the enterprise legal entity. The total investment capital recorded on the IRC may differ from the charter capital amount recorded on the ERC.
When the enterprise has changes regarding the investor, the scale of project investment capital, operating objectives, or the project implementation location, the adjustment of the Investment Registration Certificate (IRC) needs to be performed under the Law on Investment 2025 (Law No. 143/2025/QH15) and Decree 96/2026/ND-CP. In the case where a foreign investor purchases capital contribution portions or shares of a Vietnamese enterprise, the enterprise may have to complete the registration procedure for capital contribution or share purchase before proceeding with the ERC change procedure.
The usual order applied is to complete the IRC amendment procedure first, and only then perform the ERC amendment procedure. The enterprise should conduct a parallel review of both types of documents before submitting the dossier in order to avoid situations of having to supplement or amend multiple times. (Refer to how to distinguish IRC and ERC in the article IRC vs ERC in Vietnam.)
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5. ERC Amendment Documents and Processing Time
The standard dossier for performing the procedure of registering changes to the enterprise registration contents includes the following basic components:
- Notification of change of enterprise registration contents prepared according to the current form.
- Resolution or decision approving the change and meeting minutes of the Members’ Council, General Meeting of Shareholders, or written decision of the company owner.
- Accompanying legal documents depending on each specific case: capital contribution transfer contract together with documents proving completion of payment; copy of legal documents of the new legal representative; copy of the IRC that has been adjusted by the competent authority (if belonging to an FDI project).
- Administrative processing time: Approximately 3 working days from the time the business registration authority receives a valid dossier (under the regulations in Decree 168/2025/ND-CP). The actual time may be longer if the members are foreign, because additional time is needed for preparing and signing the dossier.
6. Late Filing Penalties and Updates After the New ERC
Late performance of the procedure of registering changes to the contents of the Enterprise Registration Certificate will lead to administrative penalty measures as prescribed:
- The act of late registration of change is penalized according to the number of days of delay, at a warning level or a fine from 10 to 20 million dong; the case of not performing the registration of change may be fined from 20 to 30 million dong and at the same time forced to complete the registration procedure as prescribed (under Article 44 of Decree 122/2021/ND-CP and amending documents).
- Immediately after being issued the new ERC, the enterprise needs to urgently perform administrative system update tasks: information of the transactional bank account (change of signature specimen, information of the legal representative or capital account), update of the electronic invoice system, seal, ongoing contracts, and the register of members/shareholders.
- In the case of change of the legal representative personnel who is a foreigner, the enterprise must check the validity and update the new work permit together with the temporary residence card accordingly.
7. How Vina TPT Handles an ERC Amendment
The specialist team at Vina TPT supports the enterprise in performing the ERC amendment procedure according to the following steps:
- Proceed to review each case in order to accurately determine the contents that need to be amended within the scope of the ERC, the IRC, or require simultaneous adjustment of both types of licenses according to the proper sequence.
- Directly draft the entire internal legal document system including resolutions, meeting minutes, and complete the full legal dossier package; represent the enterprise in submitting the dossier and closely monitor the resolution process at the state authority.
- Support the enterprise in performing necessary post-check procedures such as updating bank information, reconfiguring electronic invoices, and completing the internal book system after receiving the new certificate.
- With more than 20 years of practical experience supporting more than 500 corporate clients, our legal team works directly with state management authorities.
Conclusion
When performing an ERC amendment, the enterprise needs to clearly distinguish between three groups of cases: contents that fall under the case of registration of change in order to be issued a new ERC, contents that only need to perform notification, and legal changes related to the FDI project that require adjusting the IRC first. Firmly grasping the regulations helps the enterprise maintain legal compliance while avoiding unnecessary late penalties.
Please send the contents that need to be changed together with the expected implementation time in order to receive the list of documents that need to be prepared for the ERC amendment procedure and the detailed time frame!
