What should you keep in mind when establishing a company or business in Vietnam? What are the current order and procedures for establishing a company or business? Join LawFirm.Vn to find out details through this article.
1. When should a company or business be established?
The decision to establish a company or business is an important turning point, requiring careful consideration. Here are some cases in which a company or business should be established:
– Large-scale and complex business activities: Mobilizing large capital sources to invest and expand operations; cooperating with large and reputable partners; need to access the international market…
– Want to build a brand and reputation: Build trust with customers and partners; to register for protection of intellectual property rights…
– Want to enjoy the incentives of the law: Enjoy many incentives in terms of taxes, fees and charges compared to business households…
– Want to professionalize management activities: Apply advanced and effective management systems to improve operational productivity…
2. What conditions are needed to establish a company or business?
To establish a company or business, customers need to ensure that the following conditions are satisfied:
– Owner/Capital contributor/Shareholder/Legal representative of the enterprise: Qualified subject and not prohibited from establishing/managing the enterprise
– Company address: There is an identified address and it is NOT an apartment building that is only for residential purposes.
– Company name: The company name must be set in accordance with the law on enterprises
– Charter capital: It is the total value of assets contributed or committed by the company’s members and owners when establishing a limited liability company or partnership; is the total par value of shares sold or registered for purchase upon establishment of a joint-stock company.
– Business lines: According to the provisions of Decision 27/2018/QD-TTg on the system of economic sectors of Vietnam.
– Type of enterprise: It is the way of organizing business activities of an organization, regulated by the Law on Enterprises 2020.
3. Process and procedures for establishing companies and enterprises
3.1. Legal advice before establishing a company or business
Before starting to prepare documents to establish a new company, the business owner and members need to sit together to discuss and fully determine the information related to the establishment. company.
3.1.1. Choose the type of business
The type of enterprise is the way in which the business activities of an organization are organized, which is regulated by the Law on Enterprises. Before registering the establishment of a business, the owner/member/founding shareholder needs to choose the appropriate type of business on the basis of a number of criteria such as: tax, legal liability, transferability, supplementation, replacement, business size, etc.
In Vietnam, there are currently 05 types of enterprises, including:
- Private enterprise
- Partnerships
- One member limited liability company
- LLC with two or more members
- Joint stock company .
3.1.2. Choose a business line
A business line is a specific field of activity that a business performs to create products or services to meet the needs of the market.
Companies and enterprises planning to be established must register business line codes according to the provisions of Decision 27/2018/QD-TTg on Vietnam’s economic sector system.
3.1.3. Naming a company or enterprise
Company name and business name are factors related to the identification, identification and branding of the company or business in the future.
When naming a company, the business name needs to comply with the naming regulations in the Law on Enterprises 2020 and should be short, easy to remember, and easy to pronounce.
3.1.4. Determine the company headquarters address
The head office of the enterprise is located in the territory of Vietnam, is the contact address of the enterprise and is determined according to the boundaries of the administrative unit; having a telephone number, fax number and email (if any).
It should be noted: Apartments (only for residential purposes) cannot be used as the address of the company’s headquarters for business registration.
3.1.5. Determination of owners/capital contributors/founding shareholders
Determining owners/capital contributors/founding shareholders is the determination of the identity, capital contribution ratio/number of shares and roles/powers of persons directly related to the establishment and operation of an enterprise. This determination has an important role such as: Determining the legality of the enterprise; Determine the responsibilities of founding members/shareholders; Determine the rights of founding members/shareholders…
3.1.6. Determine the level of charter capital
Charter capital is the total value of assets contributed or committed by company members and company owners when establishing a limited liability company or partnership; is the total par value of shares sold or registered for purchase upon establishment of a joint-stock company.
Note: The charter capital level will be the basis for calculating the license fee that companies and enterprises must pay annually to the State.
3.1.7. Identify the legal representative
The legal representative of the company is an individual who is assigned the right and obligation to perform legal acts on behalf of the company, such as: Signing contracts and legal documents with related parties; Participating in proceedings before courts and arbitrators; Perform other legal acts in accordance with the law and the company’s charter…
Normally, the title of the legal representative in the company can be Director, General Director…
3.2. Prepare documents to establish companies and businesses
According to the provisions of the Law on Enterprises 2020, Decree 01/2021/ND-CP on enterprise registration, depending on the type of enterprise, the dossier of registration for establishment of a company or enterprise includes one of the following documents:
– An application for enterprise establishment registration;
– The company’s charter;
– List of members/shareholders;
– Personal legal documents;
– A written authorization to carry out the procedure.
3.3. Submit dossiers and receive results
The founder of the enterprise or enterprise or the authorized person shall carry out the procedures for enterprise registration by the following methods:
– Register your business directly at the Business Registration Office or via postal service
– Register your business online at the National Business Registration Portal (https://dangkykinhdoanh.gov.vn)
After the application is approved, the company will be granted an Enterprise Registration Certificate.
3.4. Legal procedures after establishing a company or enterprise
3.4.1. Announcement of business registration content
After being granted a Business Registration Certificate, companies and enterprises must make a public announcement on the National Business Registration Portal and must pay fees according to the provisions of law. The published content includes the contents of the Business Registration Certificate and the following information:
– Business;
– List of founding shareholders; List of shareholders who are foreign investors for joint stock companies (if any).
3.4.2. Serving as a seal of a legal entity of a company or enterprise
A legal person seal is a circular seal with the name, tax code, and address of a company or enterprise, which is used to sign important contracts and legal documents related to the operation of the company or enterprise. Making a legal person seal is one of the important procedures when establishing a company or business.
3.4.3. Hang company and business signs
Hanging company and business signs is one of the mandatory tasks to do after registering a business. In addition, company and business signage is an important part of brand promotion and customer attraction.
3.4.4. Register digital certificate (digital signature)
Digital signature is a technology application that helps businesses sign documents and electronic documents like signing and stamping regular documents. Most businesses today use digital signatures. Digital signatures are used in common cases such as:
– Sign electronic invoices;
– Sign electronic tax declaration;
– Sign electronic contracts;
– Sign the customs declaration;
– Sign social insurance documents…
3.4.5. Register for electronic invoices
– Buy electronic invoice software from a legitimate supplier;
– Design invoice templates;
– Register to issue electronic invoices according to Decree 123/2020/ND-CP.
3.4.6. Open a bank account
Opening a business bank account is an important step in the operation of any business. Bank accounts help businesses make payments, collect and spend transactions, and manage cash flow effectively and safely.
3.4.7. Register and declare initial tax
After performing the above tasks, companies and enterprises also need to register for tax declaration online, submit license fee declarations, and submit initial tax declaration dossiers in accordance with the law.
4. Company and business establishment services at LawFirm.Vn
Company and business establishment services at LawFirm.Vn help customers reduce a lot of time and effort. Coming to LawFirm.Vn, you will be provided with company and business establishment services including:
- Consulting on processes and procedures for establishing companies and businesses;
- Advise customers to prepare necessary documents;
- Draft and submit documents on behalf of customers to establish companies and businesses at the Business Registration Office;
- Monitor records, supplement or correct records (if any) as requested by experts;
- Carry out procedures for publishing business registration information on the Information Portal;
- Hand over business license;
- Guidance on procedures to note after establishing a company or business for customers…
