Enterprise registration (for private company, limited liability company, joint stock company, partnership)

            + Direct registration:

• The person founding the company or being authorized to perform procedures for enterprise registration submits the enterprise registration documents and pays fee at the Business registration office where the company registered its head office.

• Upon receiving documents, the Business registration office issues Receipt. In case of receipt of full valid documents, the Business registration office issues Enterprise registration certificate within three (03) working days.

• If the Business registration office refuses to issue Enterprise registration certificate to the company, the Business registration office will notify the person founding the company in writing notice within three (03) working days.

            + Registration via electronic network using public digital signatures:

• Valid enterprise registration documents are defined in Article 36 of Decree No. 78/2015/ND-CP;

• The company’s legal representative declares information, downloads electronic text, signs digitally on electronic registration documents and pays fees via electronic network according to the procedures on the National Information Portal on enterprise registration.

• After registration documents are submitted, the company’s legal representative will receive the receipt for enterprise registration documents via electronic network.

• In case documents meet all conditions to be issued the Enterprise registration certificate, the Business registration office sends information to tax authority to automatically generate business code. After receiving the business code from the tax authority, the Business registration office issues the Enterprise registration certificate and notifies the company about it. In case the documents are not valid, the Business registration office sends the notice via electronic network to the company to request amendments and supplements for the documents.

            + Registration via electronic network using Enterprise registration account:

• The valid enterprise registration document via electronic network is defined in Article 36 of Decree No. 78/2015/ND-CP;

• The company’s legal representative declares information, downloads texts of the personal identification papers at the National Information Portal of enterprise registration to be issued Enterprise registration account.

• The legal representative uses Enterprise registration account to declare information, downloads documents and certifies registration documents via electronic network according to the procedures on the National Information Portal on enterprise registration.

• After registration documents are submitted, the person founding the company will receive a receipt for enterprise registration document via electronic network.

• In case the documents are not valid, the Business registration office will be responsible for considering and sending the notice to the company to request amendment and supplement for documents via electronic network. In case documents meet all conditions to be issued the Enterprise registration certificate, the Business registration office sends the information to the tax authority to generate business code. After receiving the business code from the tax authority, the Business registration office informs the company about the issuance of the Enterprise registration certificate via electronic network.

• After receiving the notice of issuance of Enterprise registration certificate, the company’s legal representative will submit a paper enterprise registration document accompanied by a receipt for the enterprise registration document via electronic network to the Business registration office. The legal representative can directly submit paper enterprise registration documents and receipt for enterprise registration documents via electronic network to the Business registration office or via postal system.

• After receiving the paper document, the Business registration office collates documents title with documents title sent by the company via electronic network and issues the Enterprise registration certificate to the company if the contents are same.

• If over 30 days from the date of sending the notice of issuance of Enterprise registration certificate that the Business registration office does not receive the paper document, the electronic registration documents of the company will be no longer valid.

• The legal representative is responsible for the completeness and accuracy of the paper document in comparison with the electronic document. In case the applicant does not notify the Business registration office about the difference between the paper document and the electronic document at the time of submitting the paper document, documents will be considered to be forged and resolved according to the provision of Clause 1, Article 63 of Decree No. 78/2015/ND-CP.

b) Implementation method: The person founding the company or being authorized to perform the enterprise registration procedures submits directly documents to the Business registration office where the company registered its head office, or the legal representative submits documents via electronic network according to the procedures on the National Information Portal on enterprise registration.

c) Documents, including:

     A. Registration of private company

1. Written request for enterprise registration;

2. A valid copy of one of the personal identification papers specified in Article 10 of Decree No. 78/2015/ND-CP of owner of the private company

     B. Registration of one member limited liability company

1. Written request for enterprise registration;

2. The company’s charter (with full signatures of the founding shareholders of the company);

3. A valid copy of one of the personal identification papers specified in Article 10 of Decree No. 78/2015/ND-CP of the authorized representative if the company manages according to the model of the Chairman of the company, Director or General Director and Supervisor. In case the company manages according to the model of the Board of Members, documents include the List of authorized representatives and a valid copy of identification documents defined in Article 10 of Decree No. 78/2015/ND-CP of each authorized representative.

4. A valid copy of the following documents:

a. One of the personal identification papers specified in Article 10 of Decree No. 78/2015/ND-CP of the company’s owner in case the company’s owner is individual;

b. Decision on establishment or Enterprise registration certificate of the company or other equivalent documents, the company’s charter or other equivalent documents of the company’s owner in case the company’s owner is organization (unless the company’s owner is the State);

c. Investment registration certificate in case the company is founded by foreign investor or economic organization with foreign investment capital defined in the Investment Law and documents guiding the implementation.

5. The authorized writing of the owner for the authorized person in case of the company’s owner is organization.

C. Registration of company with more than two members

1. Written request for enterprise registration;

2. The company’s charter (with full signatures of the founding shareholders of the company);

3. List of members (with full signatures)

4. A valid copy of the following documents:

a. One of the personal identification papers specified in Article 10 of Decree No. 78/2015/ND-CP of the company’s owner in case the company’s owner is individual;

b. Decision on establishment or Enterprise registration certificate of the company or other equivalent documents, the company’s charter or other equivalent documents of the company’s owner in case the company’s owner is organization (unless the company’s owner is the State);

c. Investment registration certificate in case the company is founded by foreign investor or economic organization with foreign investment capital defined in the Investment Law and documents guiding the implementation.

D. Registration of joint stock company

1. Written request for enterprise registration;

2. The company’s charter (with full signatures of the founding shareholders of the company);

3. List of founding shareholders and shareholders as foreign investors. List of authorized representatives for foreign shareholders as organization (with full signatures)

4. A valid copy of the following documents:

a. One of the personal identification papers specified in Article 10 of Decree No. 78/2015/ND-CP of the company’s owner in case the company’s owner is individual;

b. Decision on establishment or Enterprise registration certificate of the company or other equivalent documents, the company’s charter or other equivalent documents of the company’s owner in case the company’s owner is organization (unless the company’s owner is the State);

c. Investment registration certificate in case the company is founded by foreign investor or economic organization with foreign investment capital defined in the Investment Law and documents guiding the implementation.

E. Registration of partnership

1. Written request for enterprise registration;

2. The company’s charter (with full signatures of the founding shareholders of the company);

3. List of members (with full signatures)

4. A valid copy of the following documents:

a. One of the personal identification papers specified in Article 10 of Decree No. 78/2015/ND-CP of the company’s owner in case the company’s owner is individual;

b. Decision on establishment or Enterprise registration certificate of the company or other equivalent documents, the company’s charter or other equivalent documents of the company’s owner in case the company’s owner is organization (unless the company’s owner is the State);

c. Investment registration certificate in case the company is founded by foreign investor or economic organization with foreign investment capital defined in the Investment Law and documents guiding the implementation.

d) Number of documents: 01 set.

đ) Time limit for settlement: Within three (03) working days, after receipt of full valid documents

e) Implementing agency: Business registration office - Department of Planning and Investment.

g) Subjects of administrative procedures: Individuals, organizations.

h) Results of administrative procedures: Enterprise registration certificate/ Notice on amending and supplementing enterprise registration documents.

i) Fee: VND 200,000 (Circular No. 176/2012/TT-BTC) (Payment at time of filling).

k) Name of form, declaration:

A. In case of registration of private company

• Written request for registration of private company (Appendix I-1, Circular No. 20/2015/TT-BKHDT);

B. In case of registration of one member limited liability company

• Written request for registration of one member limited liability company (Appendix I-2, Circular No. 20/2015/TT-BKHDT);

• List of authorized representative (Annex I-10, Circular No. 20/2015/TT-BKHDT);

C. In case of registration of limited liability company with more than two members

• Written request for registration of limited liability company with more than two members (Annex I-3, Circular No. 20/2015/TT-BKHDT);

• List of members of limited liability company with more than two members (Annex I-6, Circular No. 20/2015/TT-BKHDT);

D. In case of registration of joint stock company

• Written request for registration of joint stock company (Appendix I-4, Circular No. 20/2015/TT-BKHDT);

• List of founding shareholders (Appendix I-7, Circular No. 20/2015 / TT-BKHDT);

• List of shareholders as foreign investors (Appendix I-8, the Circular No. 20/2015/TT-BKHDT);

• List of authorized representatives (shareholders as foreign organizations) (Appendix I-10, Circular No. 20/2015/TT-BKHDT).

E. In case of registration of partnership

• Written request for registration of partnership (Annex I-5, Circular No. 20/2015/TT-BKHDT);

• List of members of partnership (Annex I-9, Circular No. 20/2015/TT-BKHDT);

l) Requirements and conditions for procedure implementation: Defined in Article 48 of Decree No. 78/2015/ND-CP. The company is issued the Enterprise registration certificate when it meets the following conditions:

1. Business lines that are not prohibited;       

2. Company’s name as defined in Articles 38, 39, 40 and 42 of the Enterprise Law;

3. Valid enterprise registration documents;

4. Fee for enterprise registration fully paid according to the law on charges and fees.

m) Legal basis of administrative procedures:

• The Enterprise Law of the Assembly of the Socialist Republic of Vietnam No. 68/2014/QH13 dated 26/11/2014 (The Enterprise Law);

• Decree No. 78/2015/ND-CP dated 14/9/2015 of the Government on enterprise registration (Decree No. 78/2015/ND-CP);

• Circular No. 20/2015/TT-BKHDT dated 01/12/2015 of the Ministry of Planning and Investment guiding the enterprise registration (Circular No. 20/2015/TT-BKHDT);

• Circular No. 176/2012/TT-BTC dated 23/10/2012 of the Ministry of Finance providing for the collection level, collection regime, payment, management and use of fees of enterprise registration, business household registration and enterprise information supply fee  (Circular No. 176/2012/TT-BTC).