Registering a business establishment in Vietnam as well as setting up a business in any other country has many difficulties and inadequacies for aspiring young entrepreneurs who want to start a business, and create and leave an impression on the world. Basically, starting a business without a specific process is very difficult. That is why young entrepreneurs who want to establish a business need to learn the process of registering a business establishment in Vietnam.
First of all, in order to establish a business, one of the most important factors is to determine the type of business that is suitable for the operating model and development prospects of the business.
Currently, according to the business law 2020 in Vietnam, the types of businesses can be divided into:
According to the provisions of Clause 1, Article 188 of the Enterprise Law 2020, a sole proprietorship is an enterprise owned by an individual who is solely responsible for all of his/her assets for all activities of the enterprise. Besides:
• Sole proprietorship are not allowed to issue any kind of securities.
• An individual can set up only one Sole Proprietorship. The owner of a sole proprietorship cannot concurrently be the owner of a business household or a general partner of a partnership.
• A sole proprietorship is not entitled to contribute capital to the establishment or purchase of shares or contributed capital in a partnership, limited liability company, or joint-stock company.
According to the provisions of Clause 1, Article 46 of the Enterprise Law 2020, a limited liability company with two or more members is an enterprise with between 02 and 50 members who are organizations or individuals. Members are liable for debts and other property obligations of the enterprise to the extent of the amount of capital contributed to the enterprise. Besides:
• The member’s capital contribution can only be transferred in accordance with the provisions of the Enterprise Law 2020;
• A limited liability company with two or more members has legal status from the date of issuance of the Business Registration Certificate;
• A limited liability company with two or more members may not issue shares, except in the case of conversion into a joint-stock company.
• A limited liability company with two or more members may issue bonds in accordance with the provisions of the Enterprise Law 2020 and other relevant provisions of the law.
According to the provisions of Clause 1, Article 74 of the Enterprise Law 2020, a one-member limited liability company is an enterprise owned by an organization or individual. The owner’s liability for the company’s debts and other property obligations is to the extent of the company’s charter capital. Besides:
• A one-member limited liability company has legal status from the date of issuance of the Certificate of Business Registration;
• A one-member limited liability company may not issue shares, except for conversion into a joint-stock company;
• A one-member limited liability company can issue bonds in accordance with the Enterprise Law 2020 and other relevant laws.
According to the provisions of Clause 1, Article 111 of the Enterprise Law 2020, a joint-stock company is an enterprise that has:
• Charter capital is divided into equal parts called shares;
• Shareholders can be organizations or individuals; the minimum number of shareholders is 03 and there is no limit to the maximum number;
• 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 the case specified in the Enterprise Law 2020.
A joint-stock company has legal status from the date of issuance of the business registration certificate.
In addition, a joint-stock company has the right to issue shares, bonds, and other securities of the company to raise capital.
According to the provisions of Clause 1, Article 177 of the Enterprise Law 2020, a partnership is an enterprise in which:
• There must be at least 02 members who are common owners of the company, doing business together under a common name. In addition to general partners, the company may have additional capital contributors;
• General partners must be individuals, responsible with all their assets for the obligations of the company;
• Capital contributors are organizations and individuals and are only responsible for the company’s debts within the amount of capital they have committed to contribute to the company.
A partnership company has legal status from the date of issuance of the Certificate of Business Registration.
In addition, the partnership may not issue any securities.
To set up a business, the business owner first needs to prepare an accurate business registration document.
According to the provisions of the Enterprise Law 2020, Chapter IV of Decree No. 01/2021 on the order and procedures for business registration for all types of businesses, the application for establishing a business in Vietnam in 2022 will include the following document:
• Application form for business registration;
• Draft corporate charter;
• A list of members for a two-member limited liability company or a list of founding shareholders for a joint-stock company;
• A valid copy of one of the authentication papers (there are differences between individuals and organizations)
• Decision on capital contribution;
• Legal service provision contract (Authorization contract) to authorize the Law Firm to perform business establishment services (If registering to establish an enterprise through a representative).
• Other documents (if necessary);
After preparing all the documents, the business owner needs to submit or ask the representative to submit the application for the Certificate of Business Registration through the National Business Registration Portal.
At the same time, the business owner also needs to pay the fee for information disclosure of business registration in parallel with the procedure for submitting the application for registration of business establishment in Vietnam.
The business registration fee can be paid directly at the Business Registration Office or into the business registration office’s account.
If the fee has been paid in full at the same time as the application, the business owner will be granted a Certificate of Business Registration and published business information on the National Business Registration Portal.
Normally, it will take 3-5 working days to complete this stage. This time is subject to change.
After obtaining the Certificate of Business Registration, the enterprise needs to engrave its legal entity seal.
A seal is made at a seal engraving establishment or it is in the form of a digital signature in accordance with the law on electronic transactions.
The enterprise has the full right to decide on the type, quantity, form, and content of the seal of the enterprise, branch, representative office, and other units.
According to the provisions of the Enterprise Law 2020, effective from January 1, 2021, enterprises engrave their own seals and manage their own seals, and are responsible for their own seals.
After completing all the procedures for setting up a business in Vietnam, businesses need to pay attention to performing the following important tasks:
In order to submit tax reports and financial statements in accordance with the law, businesses need to purchase electronic signatures.
From the perspective of businesses using tokens, a digital signature / digital certificate / electronic token… is a device that encrypts all data and information of an enterprise, using e-signatures instead of signatures on documents of all kinds.
When participating in transactions in society, any individual in this modern society needs a bank account.
Businesses need it even more. Accordingly, when establishing a business, business owners need to open bank accounts. These accounts can belong to any bank that the business owner feels good, trustworthy and familiar with, etc.
When opening, the business owner carries the seal and ID card of the director or power of attorney in case of authorization.
It should be noted that when opening a bank account, the business owner does not need to notify the business registration and tax authorities.
If the business is in one of the conditional business lines, the business owner will need to apply for sub-licenses.
Common sub-licenses include:
• Certificate of food hygiene and safety (provided for businesses in food production and trading);
• Certificate of fire prevention and fighting (applies to almost all professions);
• Transport business license (applicable to transport businesses);
When using ASLAW’s business establishment service in Vietnam, customers will receive in-depth advice on business registration, as well as minimizing risks, costs, time, and efforts,…
• Reduce costs: ASLAW – a law firm with a multi-way network connection will be able to negotiate with suppliers on the purchase of digital signatures, seals, invoices at preferential prices, etc.
• Fast and convenient registration: With a team of experienced consultants, ASLAW ensures to complete the business registration procedures in the shortest time possible, reducing the time as well as the efforts of our customers.
• In-depth consulting on all areas related to the business: When you become ASLAW’s customer, you will be consulted on how to name a professional and unique business, determine a reasonable charter capital level, choose appropriate business lines and regulations, effective brand promotion strategies, optimizing tax costs, etc.
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