Vietnam Company Registration: LLC vs JSC

What Is an Enterprise Registration Certificate?
(The Real Question)

The Enterprise Registration Certificate (ERC) isn't "permission to do business in Vietnam." It's the legal identity that locks in your tax obligations, liability structure, and growth constraints for the life of your company.

Most founders treat company registration as a checkbox: fill forms, get certificate, start selling. That's why they end up restructuring 18 months later when they realize their one-member LLC can't bring in investors, or their joint-stock company creates reporting burdens they weren't ready for.

The ERC defines three things that are hard to change later:

1
Your liability exposure: Are you personally responsible for company debts?
2
Your capital raising path: Can you bring in outside investors easily?
3
Your compliance load: How many reports do you file each year?

Pick the wrong structure, and you're either paying lawyers to restructure or living with constraints that slow your growth.

Who Actually Needs an ERC?

You need an ERC if:

You want to issue invoices to clients (individuals can't issue VAT invoices)
You plan to sign contracts as a business entity
You need a business bank account separate from personal funds
You're hiring employees under labor contracts
You're operating in an industry that requires business registration
You want limited liability protection from business debts

You don't need an ERC if:

You're a freelancer working under personal tax registration (household business works for under 100M VND/year revenue)
You're testing a business idea and not yet generating revenue
You're a foreign investor who needs an Investment Registration Certificate (IRC) first
You only need to represent a foreign company in Vietnam. A Representative Office is simpler
You're partnering with a Vietnamese company that handles all client contracts

The Three Company Types

This isn't about "which is best." It's about which matches your situation today and your plans for the next 3-5 years.

One-Member LLC

Best for: Solo founders, side businesses, simple operations

One owner only (you or your organization)
Limited liability (you're not personally responsible)
Simplest reporting requirements
Fast decision-making
Hard to raise outside capital later

Choose this if: You're starting alone, want simplicity, and don't plan to bring in investors within 2 years.

Multi-Member LLC

Best for: Partnerships, family businesses, small teams

2 to 50 members maximum
Limited liability for all members
Medium complexity in reporting
Decisions need member agreement
Can add members, but with limitations

Choose this if: You're starting with partners, want shared ownership, but don't need to raise capital from outside investors.

Joint-Stock Company (JSC)

Best for: Businesses planning to scale, raise investment, or go public

Minimum 3 shareholders, no maximum
Can issue shares and raise capital easily
Most complex reporting and governance
Required structure for listing on stock exchange
Higher setup and compliance costs

Choose this if: You plan to raise investment rounds, need flexible ownership transfer, or want the option to go public eventually.

Decision Logic for Your Situation

If You're starting alone with under 500M VND capital

One-Member LLC. Simplest path, convert later if needed.

If You have 2-3 co-founders with equal stakes

Multi-Member LLC. Shared control, limited liability, manageable compliance.

If You plan to raise angel or VC funding within 18 months

Joint-Stock Company from the start. Converting LLC to JSC later costs time and money.

If You're a foreign investor with 100% ownership

You likely need an IRC before ERC. Contact us to confirm your industry requirements.

If You want to start fast and restructure later

One-Member LLC now, but budget 15-30M VND and 2-3 months for conversion when the time comes.

If your revenue will exceed 1 billion VND in year one

Consider VAT and reporting implications. Higher revenue means more compliance regardless of structure.

The Registration Process (What Actually Happens)

1

Qualification Check

Before any paperwork:

Confirm you're not banned from business ownership
Verify your industry isn't on the prohibited list
Check if your industry has conditional requirements (licenses, minimum capital)
Confirm your headquarters address is real and contactable

Most rejected applications fail here. Either the founder didn't know about industry conditions, or the address doesn't meet requirements.

2

Document Preparation

Required documents under Enterprise Law 2020:

Document	Notes
Company registration application	Standard form, signed by legal representative
Company charter	Defines ownership, rules. Must match company type
List of founding members	Names, IDs, capital amounts
ID documents	Valid citizen ID/passport. Copies must be clear
Legal representative info	Person designated to sign contracts
Authorization letter	Only if someone else submits on your behalf

For foreign investors, additional documents apply. Contact CMT for specifics.

3

Submission and Tracking

Submit online via National Business Registration Portal
Processing takes 3-5 working days for complete applications
Check status through your registration account
Respond to clarification requests within 5 days to avoid delays
Collect certificate at Business Registration Office or request delivery

4

Post-Registration Setup (Within 30 Days)

After receiving your ERC, you must complete the following. Missing the 30-day window triggers fines.

Task	Deadline	Consequence
Pay business license tax	30 days	Fines + tax penalties
Register digital signature	Before 1st invoice	Can't issue legal invoices
Register electronic invoices	Before 1st sale	Can't bill clients
Open business bank account	Before payments	No legal payment channel
Create tax portal account	Before 1st filing	Can't submit tax returns

What CMT Does

Pre-registration review of your qualifications and industry requirements
Document preparation guidance to avoid common errors
Submission and tracking through the registration portal
Communication with Business Registration Office on clarifications
Post-registration setup guidance (bank account, tax registration)
Deadline reminders for your first-year compliance requirements

What CMT Doesn't Do

Choose your company structure for you. We explain the tradeoffs, you decide
Create qualifications where none exist. If you're banned, we can't change that
Guarantee approval for conditional industries without proper licenses
Provide ongoing accounting services. That's a separate engagement
Act as your legal representative. That role belongs to someone in your company
Handle Investment Registration Certificates (IRC) for foreign investors. That's a different process

Timeline Commitment

CMT completes standard company registration in 5-7 working days with complete, qualified documents. The 98% first-time success rate comes from pre-submission document review, not from rushing.

Before You Contact Us

Don't reach out if:

• You haven't decided between LLC and JSC yet. Decide first, then contact us.
• You're a foreign investor and don't know if you need an IRC.
• You don't have a real address in Vietnam.
• You're planning to operate in a prohibited industry.
• You need your ERC in 2 days. Minimum realistic timeline is 5 working days.

Do reach out if:

✓ You know which company type you want.
✓ You have a headquarters address confirmed.
✓ You can provide ID documents for all founders.
✓ You understand you'll need to complete post-registration tasks within 30 days.
✓ You're ready to pay business license tax after registration.

Costs and What's Included

Basic Package

3,000,000 VND

~120 USD

Enterprise Registration Certificate processing
Document review and preparation guidance
Submission and tracking
Post-registration task checklist

VIP Package

7,000,000 VND

~290 USD

Everything in Basic
Digital bank account setup assistance
Digital signature (Token) registration
E-invoice registration and first issuance
Initial business license tax filing
Tax portal account creation
Company seal set (round, title, mica sign)

Note: Costs vary based on company location, ownership structure, industry complexity, and timeline. Foreign investors typically need additional services.

Service Combinations

Reg + Accounting

VIP package includes 3-month accounting free. Covers your first quarterly filings.

Reg + Office

VIP package includes free Hanoi office search assistance.

Reg + Work Permit

If your legal rep is foreign. 10% discount on combined service.

All registration clients receive 12 months of legal consultation support at no additional cost.

After Registration: Ongoing Requirements

Reports you must file

Monthly or quarterly VAT returns
Quarterly provisional corporate income tax
Annual financial statements
Annual corporate income tax settlement
Labor usage reports (if you have employees)

Changes that require ERC update

Update within 10 working days to avoid 70-100M VND fines:

• Company name • Headquarters address • Legal representative • Registered capital • Business lines • Members/Shareholders

CMT offers ERC update service in 5-10 working days.

First-year compliance calendar

Within 30 days Business license tax, tax portal, e-invoice

Monthly/Quarterly VAT returns (based on your schedule)

Quarterly Provisional CIT payment

End of year Financial statements, CIT settlement, labor report

Vietnam Company Registration — A Structure Decision, Not Just Paperwork

What Is an Enterprise Registration Certificate? (The Real Question)