Vietnam’s Company Charter: What Does It Actually Do?

Registering a company in Vietnam involves more than obtaining a registration certificate.

Another important document is the Company Charter (Điều lệ công ty). It sets out key information about the company and rules for how it is organized and managed.

For foreign businesses, understanding this document can help clarify who holds which responsibilities, how company decisions are made, and what to review when the business changes.

1. What Is a Company Charter?

A Company Charter is a document that sets out a company’s basic organizational and governance rules.

Under Article 24 of Vietnam’s Law on Enterprises, it covers key information about the company, its ownership or members, its capital, and how it operates internally.

Think of it as a reference for the company’s internal structure—not simply another certificate to keep on file.

2. What Does It Include?

The required contents depend on the company’s legal form. Key areas include:

Not every company has the same ownership or management structure. The applicable requirements depend on its legal form and Vietnamese law.

3. Company Charter vs. ERC: What’s the Difference?

The Enterprise Registration Certificate (ERC) and the Company Charter serve different purposes.

In simple terms, the ERC records key information about the registered enterprise, while the charter explains important rules for how the company is structured and governed.

They are not interchangeable.

The Investment Registration Certificate (IRC), where required, serves a separate investment-related purpose. It should not be confused with either the ERC or the Company Charter.

4. Why Does the Charter Matter After Registration?

The Company Charter remains relevant as the company operates and develops.

Businesses may need to review it when there are changes involving:

• Ownership or capital: Changes may affect relevant charter provisions or other company records.
• Management or representation: Changes in responsibilities may require a review of the company’s governance arrangements.
• Internal decision-making: The company may need to follow specific procedures for important decisions.
• Company structure: Changes to the business may require the company to assess whether its charter or registration information needs updating.

Not every change automatically requires an amendment to the charter or a filing with the authorities. The required steps depend on the change, the company type, and the applicable rules.

5. What Should Foreign Businesses Check?

When reviewing a Company Charter, businesses can start with these questions:

• Does it reflect the company’s current structure and relevant ownership arrangements?
• Are management roles and legal representative responsibilities clear?
• Are the procedures for making company decisions understood?
• Are the capital and ownership provisions consistent with the company’s current arrangements?
• If something changes, does the company know which documents and records may need to be reviewed?

These questions provide a starting point, not a complete legal checklist.

Companies with foreign investment may also have separate investment-related requirements. Having a Company Charter does not, by itself, mean that all registration or compliance obligations have been met.

The Key Takeaway

A Company Charter is more than an incorporation document. It helps define how a company is organized, managed, and governed.

For foreign businesses in Vietnam, understanding its contents can make the local entity’s internal structure and responsibilities easier to navigate—both at setup and as the business evolves.

Legal reference
Article 24, Vietnam’s Law on Enterprises, as reflected in Consolidated Document No. 67/VBHN-VPQH dated 15 August 2025 (Vietnam Government legal database).

This article is provided for general informational purposes only and does not constitute legal advice.

Published: October 2026