BUSINESS REGISTRATION IN HO CHI MINH CITY

Vietnam is increasingly becoming a hot spot for foreign investors in general as well as domestic investors in particular. Central cities such as Hanoi, Ho Chi Minh City, Da Nang, ... are the economic locomotives of the country, with high population density, the demand for jobs poses a big problem for many domestic businesses, however, that problem has been alleviated somewhat with foreign investors setting up businesses in Vietnam as well as in big cities. So, how can foreign investors set up business in Vietnam? Let’s unravel this problem with Doanh Tri Law through the following article!

Legal basis 
- Vietnam Corporation Act 2020 

I. Business Entities 
Before setting up a business in Vietnam, investors should take into consideration what form of business entity would best fit them. 
Limited Liability Company (One member and from Two or more members) 
One member limited liability company 
Advantages: Being owned by an organization or individual, the owner is responsible for the company's debts and other property obligations to the extent of the company's charter capital. Have a legal personality. Limited liability for assets (liability within the amount of capital put into the business). During the operation period, the charter capital cannot be reduced.
Disadvantages: Difficulty in raising capital. When a one-member limited liability company wants to increase or decrease its charter capital by transferring contributed capital to another person or receiving the capital portion of a new member, it must convert to a limited liability company with 2 or more members. Limited companies are generally not allowed to issue shares.
Two or more members limited liability company 
Advantages: Enterprises with many members but being the owner cannot exceed 50 members as prescribed by law, members are responsible for debts and other property obligations of the enterprise within the committed capital amount. contribute to the business. The purchase, sale, and transfer of capital contributions between members of the company are strictly regulated by law, so the manager can easily control the capital contribution of members, limiting the entry of people. strange to the company. Having legal status since receiving the business registration certificate.
Disadvantages: Limited liability companies with 2 or more members have no right to issue bonds. Subject to stricter legal management than partnerships or private enterprises. In some cases, due to the fact that the members of the company owner are only responsible for the amount of capital committed to contributing to the business, many partners and customers do not really want to cooperate for fear of possible risks that they must bear.
2. Joint-stock company 
Advantages: Shareholders are only responsible for the debts and other property obligations of the enterprise to the extent of the amount of capital contributed to the enterprise. Shareholders have the right to freely transfer their shares to others except for shareholders owning voting preference shares and restrictions on common shares of founding shareholders within the first 3 years from the date the company is granted the business registration certificate. A joint-stock company has legal status from the date of issuance of the business registration certificate. Joint-stock companies have the right to issue securities of all kinds to raise capital, so raising capital becomes easier, more flexible and mobilizes a larger amount of capital than other enterprises.
Disadvantages: Because a joint-stock company does not limit shareholders, it is easy to differentiate between groups of shareholders that oppose each other in terms of interests, so the management and administration of the company will be more complicated. The establishment of a joint-stock company is also more complicated than other types of companies because it is bound by laws on financial and accounting regimes. For a joint-stock company, it will be more difficult to make a decision whether it is about business management or business because it has to go through the Board of Directors, the General Meeting of Shareholders... So it is easy to ignore. business opportunities for businesses.
3. Partnership
Advantages: Most of the members who contribute capital to the company know and trust each other to contribute capital to do business. Therefore, management is easier than other types of businesses. Members are easier to combine with each other when working in groups, creating higher efficiency at work. Having legal status from the date of issuance of the business registration certificate. Because capital contributors have unlimited liability, it is easier to convince partners and customers when doing business.
Disadvantages: Due to unlimited liability with all his assets for the obligations of the company, the general partners of the company are more at risk when doing business. The company is not allowed to issue shares to raise capital.
4. Private Company 
Advantages: Simple company formation procedures. The business owner has full decision-making power over all business activities of the enterprise. Freedom to use profit after tax. Business owners pay personal income tax right above corporate income tax. A private enterprise has unlimited liability for all business activities, so it can be easier to gain the trust of customers and partners.
Disadvantages: The business owner is still responsible for all business activities of the enterprise before the law, even though he is leasing the business or hiring someone to act as the managing director of the enterprise. Due to unlimited liability with all his assets, even if the business goes bankrupt, the business owner still has to pay the debts with all his personal assets.

II. Business Registration 
Application for business registration 
Application for registration of a limited liability company
An application for enterprise registration.
The company's charter.
List of members.
Copies of the following papers:
Legal papers of individuals, for members being individuals or legal representatives;
Legal documents of the organization for members being an organization and the document appointing an authorized representative; legal papers of individuals for authorized representatives of members being organizations.
Application for registration of joint stock company
An application for enterprise registration.
The company's charter.
List of founding shareholders; list of shareholders who are foreign investors.
 Copies of the following papers:
Personal legal papers for founding shareholders and shareholders being foreign investors who are individuals or legal representatives;
Legal documents of the organization for shareholders being an organization and the document appointing an authorized representative; legal papers of individuals for authorized representatives of founding shareholders and shareholders being foreign investors are organizations.
For shareholders being foreign organizations, copies of legal papers of the organization must be consular legalized;
Investment registration certificate for foreign investors in accordance with the Law on Investment.
Application for registration of partnership 
An application for enterprise registration.
The company's charter.
List of members.
A copy of the individual's legal papers for the member.
A copy of the Investment Registration Certificate, for foreign investors in accordance with the Law on Investment.
Application for private business 
An application for enterprise registration.
A copy of the individual's legal papers, for the owner of a private enterprise.

2. Procedures for business registration
The person establishing an enterprise or an authorized person shall register the enterprise with the business registration authority by the following methods:
Register the business directly at the business registration agency;
Enterprise registration via postal service;
Enterprise registration via an electronic information network.

Enterprise registration via an electronic information network means that the founder of an enterprise submits an application for enterprise registration via the electronic information network at the National Enterprise Registration Portal. An enterprise registration dossier via an electronic information network includes data as prescribed by this Law and is presented in an electronic document. An enterprise registration dossier via an electronic information network has the same legal value as a paper-based enterprise registration dossier.
Organizations and individuals have the right to choose to use digital signatures in accordance with the law on electronic transactions or use business registration accounts to register businesses via electronic information networks.
A business registration account means an account created by the National Information System on Business Registration and granted to individuals to carry out business registration via the electronic information network. Individuals who are granted a business registration account are responsible before the law for the registration to be granted and the use of the business registration account for business registration via the electronic information network.
Within 03 working days from the date of receipt of the application, the business registration agency shall consider the validity of the enterprise registration dossier and grant the enterprise registration; in case the application is not valid, the business registration agency must notify in writing the contents to be amended or supplemented to the enterprise founder. The Business Registration Office of Ho Chi Minh City (BRO) is located at Number 32 Le Thanh Ton Street, Ben Nghe Ward, District 1, Ho Chi Minh City. In case of refusal to register an enterprise, it must notify in writing the enterprise founder and clearly state the reasons therefore.

The above article provides information regarding “Business Registration in Ho Chi Minh City”. For further detail, please contact Doanh Tri Law Firm through: 
Hotline: +84 911.233.955 or Email: [email protected] 
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