INVESTMENT LICENSES SUB-LICENSES / CONDITIONAL BUSINESS LICENSES

1. ENTERPRISE REGISTRATION CERTIFICATE

(Business License)

An Enterprise Registration Certificate (commonly referred to as a Business License) is a legal document issued by the business registration authority, certifying the lawful existence of a business entity in Vietnam. This is the mandatory first step for any individual or organization wishing to establish a company in Vietnam.

Main contents of an Enterprise Registration Certificate:

Pursuant to the amended Law on Enterprises 2025, Article 28 – Contents of the Enterprise Registration Certificate, an Enterprise Registration Certificate includes the following principal information:

• Enterprise name and enterprise identification number;

• Address of the enterprise’s head office;

• Full name, contact address, nationality, and legal identification documents of the legal representative of limited liability companies and joint-stock companies; of general partners of partnerships; and of the owner of private enterprises.
  For limited liability companies:

  • Full name, contact address, nationality, and legal identification documents of individual members;

  • Name, enterprise identification number, and head office address of organizational members;

• Charter capital for companies or investment capital for private enterprises.

Procedure for obtaining an Enterprise Registration Certificate:

Step 1: Prepare the enterprise registration dossier corresponding to the chosen business form (LLC, JSC, Partnership, etc.).

Step 2: Submit the dossier to the competent state authority.

Step 3: Receive the result within 03–05 working days if the dossier is valid.

The Enterprise Registration Certificate not only serves as the legal basis for business operations but is also a prerequisite for subsequent procedures such as opening bank accounts, tax registration, and seal engraving.

2. INVESTMENT REGISTRATION CERTIFICATE

(Investment License)

An Investment Registration Certificate (also known as an Investment License) is a document issued by a competent state authority, certifying that a foreign investor satisfies the required conditions and is permitted to implement an investment project in Vietnam.

Cases required to apply for an Investment Registration Certificate:

According to the amended Law on Investment 2025 – Article 37, the following cases must carry out procedures for issuance of an Investment Registration Certificate:

a) Investment projects of foreign investors;
b) Investment projects of economic organizations as prescribed in Clause 1, Article 23 of this Law.

In addition, although certain investors are not required to apply for an Investment Registration Certificate, they may still request issuance in cases permitted by law, pursuant to Clause 4, Article 38 of the amended Law on Investment 2025.

Cases not required to apply for an Investment Registration Certificate:

Pursuant to Clause 2, Article 37 of the amended Law on Investment 2025, the following cases are exempt:

a) Investment projects of domestic investors;
b) Investment projects of economic organizations as prescribed in Clause 2, Article 23 of this Law.

Clause 2, Article 23 of the amended Law on Investment 2025 provides that economic organizations not falling under the cases specified in Clause 1 shall comply with investment conditions and procedures applicable to domestic investors when:

• Establishing other economic organizations;

• Contributing capital, purchasing shares or capital contributions;

• Investing under Business Cooperation Contracts (BCC).

Summary – cases requiring an Investment License:

• Investment projects of foreign investors;

• Investment projects of foreign-invested economic organizations falling under Clause 1, Article 23 of the amended Law on Investment 2025;

• Investment projects in conditional business sectors or large-scale projects.

In addition, investors whose projects are not required to obtain an Investment Registration Certificate may still apply voluntarily (except for cases of capital contribution, share purchase, or capital contribution purchase).

Procedure for obtaining an Investment Registration Certificate:

Step 1: Prepare the investment registration dossier in accordance with the Law on Investment.

Step 2: Submit the dossier to the Department of Finance of the province/city or the Management Board of Industrial Zones / Export Processing Zones.

Step 3: Processing time ranges from 30 to 45 working days, depending on the nature of the project.

The Investment Registration Certificate is the legal basis for project implementation and subsequent procedures such as land leasing, construction, environmental compliance, taxation, and labor matters. Prompt and proper registration not only ensures legal compliance but also enables investors to optimize costs, time, human resources, and financial efficiency.

3. SUB-LICENSES

(Conditional Business Licenses)

Sub-licenses are a commonly used term referring to permits, certificates, or approvals required for enterprises to operate in conditional business sectors.

Although Vietnamese law does not provide a formal definition of “sub-license,” it can be generally understood as a legal document confirming that an individual or organization meets statutory conditions to conduct conditional business activities.

Common types of sub-licenses in Vietnam:

• Food safety and hygiene certificates;

• Fire prevention and firefighting certificates;

• Licenses for education, healthcare, and tourism activities;

• Licenses for trading alcohol, tobacco, and chemicals;

• ISO 9001:2015 certification;

• HACCP certification;

• Product declaration certificates;

• Construction permits;

• Transportation business licenses.

Characteristics of sub-licenses:

• Issued after enterprise establishment and after obtaining an Enterprise Registration Certificate;

• Granted by specialized authorities (Ministry of Health, Ministry of Industry and Trade, Ministry of Education and Training, etc.);

• Most sub-licenses are issued for a definite term and must be renewed periodically to maintain lawful operations;

• Issued in various forms, including licenses, certificates, practice certificates, or written approvals.

Cases requiring sub-licenses:

• Conducting business or investment activities in conditional sectors as prescribed by law;

• Renewal or re-issuance is required upon expiration or loss of the license.

Procedure for obtaining sub-licenses:

Step 1: Prepare dossiers according to the specific requirements of each license.

Step 2: Submit dossiers to the competent specialized authority.

Step 3: Processing time ranges from 07 to 30 days, depending on the license type.

Sub-licenses are mandatory conditions for lawful operation in specific sectors. Failure to obtain or renew them in a timely manner may result in administrative penalties or suspension of business operations.

Conclusion

Understanding and fully complying with procedures related to Enterprise Registration Certificates, Investment Registration Certificates, and sub-licenses is vital for all business entities operating in Vietnam. A professional law firm plays a crucial role in advising, supporting, and ensuring legal compliance throughout this process.

With a team of experienced legal professionals, 1 LAW is committed to accompanying clients from the initial establishment stage through stable operation and sustainable development.