Procedures For Registering A New Enterprise In Vietnam (Apply For Enterprise Registration Certificat

Registering a new enterprise in Vietnam involves several steps to comply with legal requirements. The process includes preparing enterprise registration information, submitting registration documents, and obtaining a registration certificate. There are different types of business entities in Vietnam, such as limited liability companies, joint stock companies, and partnerships. The company must have a registered address and a designated recipient for mail. The name of the enterprise should be unique and displayed at the headquarters. Capital contribution must be made within 90 days, and a legal representative is required. The enterprise can operate in sectors allowed by law and should choose a comprehensive scope for business sectors when registering. Registering a new enterprise in Vietnam encompasses multiple steps aimed at ensuring adherence to legal requirements and establishment in accordance with Vietnam's regulatory framework. Step 1, Preparation of Enterprise Registration Information. Step 2, Submission of Enterprise Registration Documents. Step 3, Enterprise Registration Certificate Issuance. Step 1, Preparation of Enterprise Registration Information. To effectively establish a company and guarantee adherence to legal requirements, the process of company formation should be conducted through the following preparations. Type of Business. There are various options for foreign investors when starting your business in Vietnam. Under Vietnam's Law on Enterprises and Law on Investment, some most common types of Vietnam business entities are as below. Limited Liability Company, LLC. It is a legal entity formed by members who make capital contributions to the company. An enterprise with no more than 50 members in which a member may be an organization or an individual, who shall only be liable for the debts and other obligations to the extent of the amount of their contributed capital. There are two types of LLC, respectively, a single-member LLC and a multiple-member LLC. Joint Stock Company, JSC. An enterprise in which the charter capital is divided into equal portions called shares with a minimum of three shareholders. The shareholders of a JSC may be organizations or individuals, which also have limited liability. It is the only type of corporate structure in Vietnam allowed to freely issue shares and securities to the public, except for certain cases. Partnership. It is a company formed by at least two individual partners who hold unlimited responsibility over the obligations of the company. Under the regulations outlined in Vietnam's Law on Commerce, foreign business entities are permitted to establish their presence in Vietnam via either a branch or a representative office. Company Registered Address. The company address must be located in the territory in Vietnam. The company is not allowed to place its headquarters in apartments in condominiums or collective houses that are only used for residential purposes. The company's headquarters must maintain an accessible address with someone designated to receive mail. This is essential to avoid scenarios where tax authorities or enterprise registration agencies attempt to correspond but find no available recipient. Failure to designate a recipient could result in the company's registered office being considered inactive, which could lead to revocation of the tax identification number and suspension of the company registration code. Names of Enterprises. Before using any name, you must verify that it is not identical or confusingly similar to another company's name, as this may not be accepted. In reality, naming a company is becoming progressively more difficult due to the rising number of businesses. Nevertheless, it remains relatively straightforward to register a preferred company name by incorporating prefixes or suffixes to it. Don't worry, TPM can help you with that. Note, the enterprise's name shall be displayed at the headquarters. Charter Capital. The deadline for capital contribution is 90 days from the date of issuance of the Enterprise Registration Certificate. For individuals establishing a company, they may choose to contribute capital in cash or transfer it to the company's account. However, for organizations as members slash shareholders of the company, capital contribution must be made through a transfer to the company's registered account with the Enterprise Registration Authority, referring to the provisions in Decree 222-2013-NDCP in Circular 09-2015-TTBTC dated January 29, 2015. Legal Representative. A company is required to have a legal representative, and may have one or more. A qualifying resident director requires a residential address in Vietnam. Enterprises must ensure that there is always at least one legal representative residing in VN. In case an enterprise only has one legal representative, that person must authorize in writing for another person to perform the rights and obligations of legal representative when leaving VN. Business Lines. Enterprises can confidently operate in legal sectors not prohibited by law. It is important to note that they can only operate within the sectors they have registered and declared in the Enterprise Registration Dossier. This will ensure that they can fully take advantage of all the opportunities available to them. We highly recommend that enterprises choose a comprehensive scope when registering their business sectors in the Establishment Dossier. The application of business sector codes for the company is carried out according to the fourth level sector codes as stipulated in the Vietnam Standard Industrial Classification, according to Decision No. 27-2018-QDTTG dated July 6, 2018.