Inventive Legal|Inventive Legal

Reference

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.

Increasing

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.

Decreasing

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.

Business lines

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.

Recommended workflow

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.

Not merely an ERC filing