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.
Updating registration and licensing records
Corporate changes means updating the company's registration and licensing records whenever its charter capital, registered business lines, or registered office address changes.
Main procedure
- Approve the change through the owner, Members' Council, Board of Directors, or General Meeting of Shareholders, as applicable.
- Prepare the relevant notice, resolution or decision, updated member/shareholder information, and supporting documents.
- Submit the amendment electronically through the National Business Registration Portal or to the provincial business-registration authority.
- Obtain the updated Enterprise Registration Certificate or confirmation of the registered change.
- Update tax, banking, insurance, VNeID, e-invoicing, licenses, contracts, signs, and other affected records.
Specific points
- Charter capital: register the new capital and ownership percentages. If the change follows a missed contribution deadline, register the amount actually contributed and make any required ownership adjustment. See capital contribution deadlines for the applicable timeframes and penalties.
- Business lines: submit a change notice and the relevant corporate resolution. For conditional or restricted sectors, confirm licensing, legal-capital, professional, or foreign-market-access requirements before starting the activity.
- Registered address: check zoning, office-use, tax-registration, and licensing requirements. If the move crosses a tax-administration jurisdiction, complete the tax-authority transfer or confirmation process before finalizing the enterprise-registration change.
- FDI companies: a change to the project location, investment capital, project objectives, or implementation scope may also require amendment of the Investment Registration Certificate, not only the ERC.
- Legal representative: the same registration procedure applies to a change of legal representative, subject to its own 10-day filing deadline.
For the full amendment matrix — mapping each change to its main filing, foreign-investor checks, and downstream updates — see corporate changes in Vietnam: the amendment matrix.
Processing time
The business-registration authority generally reviews a complete valid amendment dossier within three working days, although complex FDI, conditional-business, address-transfer, or IRC matters can take longer.
Compliance wording
Corporate changes: Monitor and promptly register amendments to charter capital, business lines, registered address, ownership, legal representative, and other enterprise or investment-registration information.