EXPERIENCE IN DOING BUSINESS: HOW TO REGISTER A COMPANY IN VIETNAM

With the ceaseless development and the astounding economic growth during the stage of the COVID-19 pandemic, foreign investors are drawn to Vietnam for its cheap labor resources with high workmanship, beneficial investment policies, favorable geographical location, and being a member of many international treaties. Having noticed these valuable advantages of the Vietnam market, more and more foreign investors are pouring money into Vietnam by investing in the establishment of a business entity. But forming a company in Vietnam, foreign investors must carry out the proper procedures regulated according to the laws of Vietnam in order to establish a company. So what are these legal procedures and how are they regulated? Let’s unravel these procedures through the following article with Doanh Tri Law!

Legal Basis 

• Corporation Act 2020 

I. Types of Company in Vietnam 

1. Limited Liability Company 

• Limited liability companies with two or more members

• Limited liability companies with one member 

2. State-Funded Enterprise 

3. Joint-stock Company 

4. Partnership

5. Private Company 

 II.      Legal Procedure for Registering a Company 

1. The right to establish, contribute capital, purchase shares, purchase capital contributions and manage enterprises

According to the Corporation Act of 2014 

• Organizations and individuals have the right to establish and manage enterprises in Vietnam in accordance with the laws, except for the following cases. 

The following organizations and individuals have no right to establish and manage enterprises in Vietnam: 

• State agencies and the people's armed forces units use state assets to set up business enterprises to make profits for their own agencies or units;

• Officers, non-commissioned officers, professional soldiers, defense workers and employees in agencies and units of the Vietnam People's Army; Professional officers and non-commissioned officers, police workers in agencies and units of the Vietnam People's Public Security, except for those appointed as authorized representatives to manage the State's capital contribution in enterprises or management at state-owned enterprises;

• Professional leaders and managers in State enterprises of which 100% charter capital is held by the State; except those appointed as authorized representatives to manage the State's capital contribution in enterprises. other;

• Minors; people with limited civil act capacity; people with loss of civil act capacity; people with cognitive difficulties and behavior mastery; organizations with no legal status;

• Individuals being examined for penal liability, being held in custody, serving a prison sentence, serving administrative handling measures at compulsory detoxification establishments, compulsory education establishments or banned by courts hold certain positions, prohibit practicing certain occupations or do certain jobs; in other cases according to the provisions of the Bankruptcy Law, the Anti-Corruption Law.

If so requested by the business registration agency, the business registration registrant must submit the judicial record card to the business registration agency;

• Organizations being commercial legal entities are prohibited from doing business or operating in certain fields in accordance with the Criminal Code. 

• Organizations and individuals have the right to contribute capital, purchase shares, purchase capital contributions to joint-stock companies, limited liability companies or partnerships in accordance with this Law, except for the following cases:

• State agencies, units of the people's armed forces use state assets to contribute capital to enterprises to gain profits for their own agencies or units;

• Subjects are not allowed to contribute capital to enterprises in accordance with the Law on Cadres and Civil Servants, the Law on Public Employees, and the Law on Anti-Corruption.

2. Contracts prior to business registration

• Enterprise founders may sign contracts for the establishment and operation of enterprises before and during enterprise registration.

• In case of being granted an enterprise registration certificate, the enterprise must continue to exercise the rights and obligations arising from the signed contract specified the contract signed prior to business registration and the parties must perform the transfer of rights and obligations. Cases under a contract, according to the provisions of the Civil Code, unless otherwise agreed in the contract.

• In case the enterprise is not granted an enterprise registration certificate, the person signing the contract prior to business registration shall perform the contract; in case another person participates in the establishment of the enterprise, they are jointly responsible for the performance of that contract.

3. Profile for private business registration

• Application for business registration.

• Copies of individual legal papers for private business owners.

1. Application file for partnership registration

• Application for business registration.

• Company rules 

• List of members

• Copies of individual legal papers for members.

• A copy of the Investment Registration Certificate for foreign investors in accordance with the Law on Investment.

2. Application file for limited liability company registration

• Application for business registration.

• Company rules 

• List of members

• Copies of the following documents:

• Legal papers of individuals, for members being individuals, legal representatives;

• Legal papers of the organization for the member being the organization and the document on appointing the authorized representative; legal papers of individuals for authorized representatives of members who are organizations.

If the member is a foreign organization, the copy of the organization's legal papers must be consular legalized;

• Certificate of investment registration for foreign investors in accordance with the Law on Investment.

3. Application file for joint-stock company

• Application for business registration

• Company rules

• List of founding shareholders; the list of shareholders is a foreign investor.

• Copies of the following documents:

• Legal papers of individuals for founding shareholders and shareholders being individual foreign investors, the legal representative;

• Legal papers of the organization for shareholders being organizations and documents on appointing authorized representatives; legal papers of individuals for authorized representatives of founding shareholders and foreign institutional shareholders.

For shareholders who are foreign organizations, the copy of the organization's legal papers must be consular legalized;

• Investment registration certificate for foreign investors in accordance with the Law on Investment.

4. Contents of the business application registration

• Company's name;

• Address of the head office of the business, phone number; fax number, email (if any);

• Lines, fields of business

• Authorized capital; investment capital of private enterprise owners;

• Types of shares, par value of each type of shares and the total number of shares to be offered for each class of shares in the case of a joint-stock company;

• Tax registration information;

• Number of employees expected;

• Full name, signature, contact address, nationality, legal document information of the individual for the owner of a private enterprise and a general partner of a partnership;

• Full name, signature, contact address, nationality, legal document information of the individual for the legal representative of a limited liability company or joint-stock company.

5. Order and procedures for enterprise registration

1. Enterprise founders or authorized persons conduct enterprise registration with business registration agencies by the following method:

• Register a business directly at the business registration office;

• Business registration via postal service

• Business registration via an electronic information network.

2. Online enterprise registration means that an enterprise founder submits an application for enterprise registration via electronic information platform at the National Business Registration Portal. An application for enterprise registration via electronic information network includes data as prescribed by this Law and is presented in electronic form. An online application for enterprise registration is as valid as a paper application for enterprise registration.

3. 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 enterprises via electronic information networks.

4. Business registration account means an account created by the National Business Registration Information System, granted to an individual to register an enterprise via electronic information network. Individuals who are granted business registration accounts are responsible before law for the registration to be granted and for the use of business registration accounts for enterprise registration via electronic information networks.

5. Within 03 working days from the date of receipt, the business registration agency is responsible for examining the validity of the application for enterprise registration and granting enterprise registration; In case the dossier is not valid, the business registration agency must notify in writing the contents to be amended and supplemented to the enterprise founder. In case of refusal of enterprise registration, a written notice must be made to the enterprise founder, clearly stating the reason.

6. Granting certificate of business registration 

• An enterprise may be granted an enterprise registration certificate when it fully satisfies the following conditions:

• The business lines registered for business are not prohibited from business investment;

• The name of an enterprise is placed in accordance with the provisions of Articles 37, 38, 39 and 41 of the Corporation Act

• Have valid business registration documents

• Pay the enterprise registration fee in full in accordance with the law on fees and charges.

In case an enterprise registration certificate is lost, damaged or otherwise destroyed, the enterprise is re-issued the enterprise registration certificate and must pay a fee as prescribed by law.

To gain in-depth knowledge about: experience in doing business: how to register a company in Vietnam, please contact Doanh Tri Law Firm via:

Hotline: (+84) 911.233.955 - (024) 6293 8326

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