Not merely an ERC filing
Changes to charter capital, business lines, or the registered address should be treated as corporate, investment, tax, licensing, and immigration events — not merely an ERC filing. For a foreign-invested company, the change may require updates to both the Enterprise Registration Certificate (ERC) and the investment/project records.
Amendment matrix
| Change | Main filing or approval | Foreign-investor checks | Other updates |
|---|---|---|---|
| Increase charter capital | Register amended ERC information; update investment/project capital where applicable | Capital contribution deadline, source and bank transfer, ownership ratios, sector access, investor approval | Bank, tax, accounting, IRC/project documents, licenses, work-permit/TRC basis |
| Decrease charter capital | ERC amendment subject to statutory conditions | Solvency, creditor protection, completed contribution, foreign ownership and investment-capital reduction | Investment records, bank, tax, financial statements, investor visas/TRCs |
| Change member/shareholder contribution | ERC or shareholder/member-register update; possible foreign-investment registration | Whether foreign buyer approval or market-access review is triggered | Capital account, tax, beneficial-owner and immigration records |
| Add business line | Business-line notification or amendment; sector approval where conditional | CPC/service classification, foreign market access, ownership cap, licensing prerequisites | Sector license, investment project, website, contracts, tax and invoicing |
| Remove or revise business line | Update enterprise-registration information | Existing licenses may need cancellation or amendment | Contracts, invoices, online profiles, regulatory reports |
| Change registered address | ERC address amendment; possible project/IRC adjustment | New province, industrial zone, land, foreign access, and licensing issues | Tax authority, e-invoice, social insurance, bank, labor, residence declarations |
| Change legal representative | ERC amendment and corporate resolutions | Vietnam-residence requirement, VNeID, visa/TRC, work permit or exemption | Banks, tax authority, e-signature, licenses, portals, powers of attorney |
| Change project location | Investment/project amendment and land or construction approvals | Land access, project approval, environmental and fire requirements | ERC, site licenses, labor locations, residence and immigration records |
Under Decree 168/2025, changes to charter capital are filed with the provincial business-registration authority where the company's head office is located. A valid ERC amendment is commonly processed within three working days, although the substantive approvals behind the amendment can take considerably longer.
Before increasing capital
- Whether the increase changes foreign ownership or control.
- Whether the sector permits the new foreign ownership level.
- Whether the investment project's capital must also be amended.
- Whether the money will arrive through the correct investment-capital account.
- Whether the company can document the actual contribution.
- Whether the increase affects investor visa, TRC, or work-permit-exemption eligibility.
A company must register the increased capital after the contribution is completed within the applicable statutory period; current guidance identifies a 10-day registration obligation after completion of the capital increase.
Before decreasing capital
- The original charter capital was fully contributed.
- The company remains solvent.
- Creditor and statutory conditions are satisfied.
- The reduction does not undermine investment or licensing commitments.
- The investor's DT visa or TRC category will not be downgraded.
- The reduction does not remove a work-permit exemption based on capital contribution.
A capital reduction can affect not only corporate records but also the investor's immigration status, particularly where the investor relies on a VND 3 billion threshold or a higher DT category.
Adding a line does not itself authorize the activity
For each proposed line, check:
- Vietnamese business-line classification and CPC code.
- Whether the activity is open to foreign investors.
- Whether ownership or joint-venture restrictions apply.
- Whether a sector license, certificate, or operating condition applies.
- Whether the investment project or capital scope must be amended.
- Whether premises, personnel, product, environmental, fire, or data approvals are required.
For example, adding "technology" does not automatically authorize payments, telecoms, e-commerce, cloud infrastructure, lending, or regulated financial services. Similarly, adding "trading" does not automatically authorize retail distribution of pharmaceuticals, alcohol, medical devices, or other controlled products.
Nine steps to sequence a corporate change
- Classify the change. Determine whether it affects the ERC, investment records, licenses, tax, immigration, or all of them.
- Approve internally. Obtain the owner, Members' Council, Board, or General Meeting resolution required by the company type and charter.
- Check foreign market access. Confirm that the new ownership, business line, project, or location is permitted.
- Complete capital or project steps. Do not register a capital increase without a workable contribution and banking plan.
- File corporate amendments online. Use the National Business Registration Portal and the company's organizational e-ID where required.
- Update investment and sector records. Amend the IRC/project documents or obtain sector approval where applicable.
- Update downstream records. Notify tax, bank, e-invoice, social insurance, customs, licensing, and immigration authorities.
- Reconcile foreign staff status. Check whether the change affects work permits, exemptions, visas, TRCs, or residence declarations.
- Retain an audit file. Keep resolutions, filings, receipts, amended certificates, bank evidence, and regulator correspondence.
Corporate amendments are interconnected
An ERC change may trigger an IRC/project amendment, sector-license update, tax or bank notification, VNeID update, and immigration review. Complete the market-access and licensing analysis before filing the corporate change.
As of July 23, 2026, Decree 296/2026 also introduced additional enterprise-registration changes affecting foreign-invested companies, beneficial-owner information, online filings, and the sequencing of ERC and investment procedures.