A company or business is an organization with a distinct name, assets, and a business address, established or registered in accordance with the law for the purpose of conducting business. What are the current procedures and documents required for registering a company or business? Join LawFirm.Vn to learn more in this article.
1. When should you establish a company or business?
Establishing a company (establishing a business) is the process by which an individual or organization wishing to engage in business activities completes the necessary legal procedures and registers their business with the competent authorities to establish their legal status and ensure that their business activities are protected by the legal system of the Vietnamese state.
Establishing a company or business is an important decision that requires careful consideration. Typically, organizations or individuals choose to register to establish a company or business when they wish to:
– Engage in large-scale, complex business activities: Raise significant capital for investment and expansion; collaborate with large, reputable partners; access international markets…
– Build credibility, brand, and professionalism: Establish trust with customers and partners; register for intellectual property protection; issue VAT invoices, etc.
– Enjoy the benefits of legal policies: Enjoy many tax, fee, and charge benefits compared to business households and individual businesses, etc.
2. Procedures for registering the establishment of a company or business
The basic procedures for registering the establishment of a company or business consist of the following three steps: (i) Checking the conditions for business registration; (ii) Submitting the application and receiving the registration results for the establishment of the company or business; and (iii) Publishing the business registration details.
2.1. Checking business registration conditions
Before registering to establish a company or business, the founders need to check the prerequisites before submitting the business registration application.
2.1.1. Entities establishing and managing companies and businesses
The founders of a company/business are individuals or organizations that establish or contribute capital to establish the company or business.
The managers of a company or business are the managers of a private business and the managers of a company, including the owner of a private business, partners, the Chairman of the Board of Members, members of the Board of Members, the Chairman of the Company, the Chairman of the Board of Directors, members of the Board of Directors, the Director or General Director, and other individuals holding management positions as specified in the Company Charter.
Under the Law on Enterprises of Vietnam 2020, organizations and individuals have the right to establish and manage businesses in Vietnam. However, the law also lists cases where companies and businesses may not be established and managed in Clauses 2 and 3 of Article 17 of this Law, such as: minors (under 18 years of age); persons under criminal investigation; commercial legal entities prohibited from doing business or operating in certain fields; officials, civil servants, and public employees as specified by regulations…
Therefore, before establishing a company or business, it is advisable to carefully check these conditions to avoid having the business license application rejected by the state authorities, which would result in wasted time and effort.
2.1.2. Types of business registration
According to Vietnamese law, there are currently five types of businesses, including:
- Private enterprises
- Partnerships
- One-member limited liability company
- Two-member or more limited liability company
- Joint-stock company
The appropriate type should be selected based on the number of founding individuals or organizations and the scale of operations.
2.1.3. Company/Business Name
The company or business name is a key factor in identifying and recognizing the company or business and establishing its brand.
When naming a company or business, it is necessary to comply with the naming regulations under the 2020 Enterprise Law, avoiding names that are identical or confusing with other companies or businesses.
Therefore, before registering a company or business, it is necessary to check the proposed company name on the National Business Registration Information Portal to avoid having the application returned for revision or supplementation due to duplicate or confusing names.
2.1.4. Main office location
The main office of a company or business must be located within the territory of Vietnam, serve as the business’s contact address, and be determined according to administrative boundaries.
Note: Apartments/condominiums (used solely for residential purposes) cannot be used as the company’s registered address for business registration.
2.1.5. Authorized capital
Authorized capital is the total value of assets contributed or committed to be contributed by the members or owners of a limited liability company or partnership at the time of its establishment; it is the total par value of shares sold or registered for purchase at the time of establishment of a joint-stock company.
Note:
– For certain specialized industries that require a minimum charter capital when registering, the company or business must register a charter capital equal to or greater than the specified amount.
Example: Multi-level retailing requires a minimum charter capital of VND 10 billion; the business of providing services to send workers to work abroad requires a minimum charter capital of VND 5 billion.
– The charter capital amount will serve as the basis for calculating the annual business license fee that companies and businesses must pay to the state.
2.1.6. Business industry
A business industry is the specific field of activity that a business engages in to produce goods or services to meet market demand.
Companies and businesses planning to establish must register their industry and business codes in accordance with Decision 27/2018/QĐ-TTg on the Vietnamese Economic Sector System.
When registering industry and business codes, companies and businesses must research the specific regulations in each locality to record detailed industry and business codes.
For example, in Ho Chi Minh City, when registering industry code 4730, the following detailed commitment must be recorded:
4730: Retail sale of motor fuel in specialized stores
Details: (excluding the sale of liquefied petroleum gas (LPG) and residual oil)
Note: For industries and businesses listed in the catalog of conditional industries and businesses as per legal regulations, businesses must ensure they meet all business conditions as per regulations before commencing production and business activities.
2.2. Submitting Documents and Receiving Company Registration Results
2.2.1. Document Components
According to the provisions of the Law on Enterprises of Vietnam 2020 and Decree 01/2021/NĐ-CP on business registration, depending on the type of business, the documents required for company registration include one of the following:
– Application for business registration;
– Company charter;
– List of members/shareholders;
– Personal legal documents;
– Power of attorney to perform the procedure.
2.2.2. Where to submit the documents
The company founder, business founder, or company, business, or authorized representative shall perform the business registration procedure in one of the following ways:
– Register the company or business directly at the Business Registration Office;
– Register the company or business through postal services;
– Register the company or business online via the National Business Registration Information Portal.
2.2.3. Processing time
The processing time for company or business registration documents is 03 working days from the date of receipt of valid documents.
2.2.4. Receiving the results
After the registration application is approved by the competent state agency, the company or business will be issued a Business Registration Certificate.
2.3. Publication of business registration information
After being issued a Business Registration Certificate, the company or business must publicly announce the information on the National Business Registration Information Portal and pay the fees in accordance with the law. The published content includes the information in the Business Registration Certificate and the following information:
– Industry and business activities;
– List of founding shareholders; list of foreign investor shareholders for joint-stock companies (if any).
3. Other necessary procedures after establishing a company or business
3.1. Making a legal seal
A legal seal is a round seal bearing the name, tax code, and address of the company or business, used to sign contracts and important legal documents related to the company’s or business’s activities. Obtaining a legal seal is one of the important procedures when establishing a company or business.
3.2. Displaying the company or business signboard
Displaying the company or business signboard is one of the mandatory tasks to be carried out after registering the business. Additionally, the company or business signboard is an important part of brand promotion and attracting customers.
3.3. Registering a digital certificate (digital signature)
A digital signature is a technological application that allows businesses to sign electronic documents and materials, similar to signing and stamping traditional documents. Most businesses today use digital signatures. Digital signatures are commonly used in the following situations:
– Signing electronic invoices;
– Signing electronic tax returns;
– Signing electronic contracts;
– Signing customs declarations;
– Signing social insurance documents…
3.4. Registering for electronic invoices
– Purchase electronic invoice software from a legitimate provider;
– Design the invoice template;
– Register to issue electronic invoices in accordance with Decree 123/2020/NĐ-CP.
3.5. Opening a bank account
Opening a business bank account is an important step in the operations of any business. A bank account helps businesses conduct payment transactions, manage cash flow, and ensure safe and efficient financial management.
3.6. Initial tax registration and declaration
After completing the above tasks, companies and businesses must also register for tax online, submit their business license fee declarations, and submit their initial tax declarations in accordance with the law.
4. Company and business establishment services at LawFirm.Vn
Company and business establishment services at LawFirm.Vn help clients save a significant amount of time and effort. At LawFirm.Vn, you will be provided with company and business establishment services, including:
- Consulting on the procedures and processes for establishing a company or business;
- Advising clients on preparing the necessary documents;
- Drafting and submitting company and business establishment documents on behalf of clients to the Business Registration Office;
- Monitoring documents, supplementing or revising documents (if necessary) as required by specialists;
- Handling procedures for publishing business registration information;
- Delivering business licenses;
- Guiding clients on procedures to note after company and business establishment…
