Verify a Vietnamese Company: Registration and Tax Code

To verify a Vietnamese company, ask for two papers first: its enterprise registration certificate and its tax code. Check both before you sign anything. The steps below are short and use public information.

What the two papers are

Since June 2010, a Vietnamese company registers its business and its tax number in one step. The rule is Decree 43/2010/ND-CP, issued on April 15, 2010. It gives each company a single identification number, called the enterprise code. That same number is used as the tax code.

So a company that registered under this rule should show one number on its certificate and use the same number on its tax papers. If a supplier gives you two unrelated numbers, ask why. Older companies may hold a business registration certificate from before the change. Article 6 of the decree says they do not have to convert it to a new one, so an older certificate can still be genuine.

The certificate names the company, its head office address, its legal representative and its business lines. Those four facts are what you check next.

Sources: Decree No. 43/2010/ND-CP, April 15, 2010, Article 6; Vietnam Law Magazine, April 27, 2010; Ministry of Planning and Investment, Circular No. 14/2010/TT-BKH, June 4, 2010.

Who issues them

Registration is handled by the business registration office in each province. The decree cut the time limit for a complete file from 10 working days to five. A young company may therefore have its certificate only a few days after it applied.

The office that issued the certificate is the best place to confirm it. A phone call or a visit to that office tells you whether the paper in your hand matches the file on record. Ask for the office name on the certificate, and look it up yourself rather than using a number the supplier gives you.

Sources: Vietnam Law Magazine, April 27, 2010; Ministry of Planning and Investment, Circular No. 14/2010/TT-BKH, June 4, 2010.

How to check the number online

The Ministry of Planning and Investment runs a national business registration portal. Companies can file online through it. The portal also publishes basic company details. The Ministry's circular lists the name, the head office address, the legal representative and the business lines as public information.

Search for the enterprise code from the certificate. Then compare what the portal shows with what the supplier told you:

• Is the company name spelled the same way?
• Is the head office address the same as on the letterhead and the contract?
• Is the person who will sign the contract the legal representative?
• Do the listed business lines include what you are buying?

The circular also says a certificate kept in the national database has the same legal value as a paper one. If the two ever disagree, the version that matches the company's registration file wins. A mismatch is a reason to stop and ask questions.

Sources: Ministry of Planning and Investment, Circular No. 14/2010/TT-BKH, June 4, 2010 (portal, public information, legal value of electronic certificates).

Check the business lines and the signer

Under the Law on Enterprises 2005, a company must do business in the lines it has registered, and the certificate shows those lines. If you are buying fabric and the certificate lists only software services, ask the company to explain. It may have changed its lines since. Ask to see the updated paper.

Next, look at who signs. The legal representative speaks for the company in law. Another person can sign only within a valid authorization. To be safe, ask for a signed letter that names that person and the contracts they may sign. Keep a copy with your file.

Also compare names. Many firms trade under a short brand name that differs from the registered name. Your contract should use the full registered name and the enterprise code, not the brand name alone. That way you know exactly which legal body owes you the goods or the service.

Sources: Ministry of Planning and Investment, Circular No. 14/2010/TT-BKH, June 4, 2010 (business lines on the certificate, legal representative as public information); Civil Code No. 33/2005/QH11, Articles 142 and 144 (representation under authorization).

A simple checklist before you sign

Use this short list. Print it and tick each line.

• Ask for a copy of the enterprise registration certificate.
• Note the enterprise code and confirm it is the same number used as the tax code.
• Search the code on the national portal and match the name, address and legal representative.
• Confirm the business lines cover your purchase.
• Ask for written authority if anyone other than the legal representative signs.
• Write the full registered name and the code into the contract.

If a supplier refuses any step, treat that as information. Honest firms expect these questions, because they are standard and the papers are easy to supply. A delay of a few days to answer is normal. A refusal is not.

Keep the file. Date each copy, note who gave it to you, and store it with the contract. If a dispute comes later, a clear record of what you checked is worth more than any promise.

Sources: Vietnam Law Magazine, April 27, 2010; Ministry of Planning and Investment, Circular No. 14/2010/TT-BKH, June 4, 2010.

Sources

• Decree No. 43/2010/ND-CP on business registration (April 15, 2010), WIPO Lex: https://www.wipo.int/en/web/wipolex/legislation/details/14702
• Vietnam Law Magazine, "Decree No. 43/2010/ND-CP: business registration simplified with online system" (April 27, 2010): https://vietnamlawmagazine.vn/decree-no-43-2010-nd-cp-business-registration-simplified-with-online-system-3188.html
• Ministry of Planning and Investment, Circular No. 14/2010/TT-BKH (June 4, 2010): https://english.luatvietnam.vn/circular-no-14-2010-tt-bkh-dated-june-42010-of-the-ministry-of-planning-and-investment-guiding-a-number-of-provisions-of-decree-no-43-2010-nd-cp-of-52798-doc1.html