Establish a company in Vietnam - Detailed procedures

Establishing a company is the initial procedure for entrepreneurs to step into the market. In Vietnam, the outcome of this procedure is obtaining a Enteprise Registration Certificate from the Enterprise Registration Office – Department of Planning and Investment at the location where the company’s head office is situated, and to comply with relevant legal and accounting procedures.

Requirements for Enterprise Establishment

The requirements for establishing a company are relatively straightforward:

• Being at least 18 years old.
• Not being prohibited from establishing a business entity.

It is noted that you can establish a company in any province or municipality without restrictions on registering residency or permanent address.

Except for certain special cases, the law does not limit the number of companies an individual can establish. Therefore, if you are ready to embark on entrepreneurship, do not hesitate to contact Viet An Law Firm for support and advice further solution.

Required Documents for Enterprise Registration

Frequently asked questions from our clients regarding company formation revolve around the necessary documents and information. According to the provisions of Vietnamese Law on Enterprises 2020 and Decree No. 01/2021/ND-CP on Enteprise Registration, the following information and documents need to be prepared to apply for a enterprise registration certificate:

• Notarized copies of the national identification card, citizen identification card, or valid passport of the company’s founding members, shareholders, and legal representatives (in the case of a legal representative who is hired and not a shareholder or member of the company).
• Relevant information regarding the company’s name, address, capital, business sectors, etc. This information will enable Viet An Law Firm to provide specific advice and draft the necessary documents on behalf of our clients for the company formation process.
• The most important documents are copies of the national identification card/citizen identification card/passport of the company’s members, founding shareholders, and legal representative.
• Documents related to the company’s head office, such as lease contracts, loan agreements, or ownership rights of the premises owned by the business owner, or other legally valid documents equivalent to the right to use land, buildings, or offices for rent (These documents are to be kept at the company for inspection purposes during the operation and are not required to be submitted during the company formation process).

Based on the information provided by our clients, Viet An Law Firm will provide detailed advice and comprehensive support for all the necessary procedures for company formation, as well as guidance on post-incorporation procedures and fulfillment of conditions for conducting business activities in accordance with the regulations.

Enterprise Registration Documentation

Legal basis for the company formation dossier is the Law on Enterprises 2020 as guided by Chapter IV of Decree No. 01/2021/ND-CP on the procedures for enterprise registration for different types of business entities. Depending on the desired type of company formation (limited liability company (LLC), joint-stock company (JSC), etc), Viet An Law Firm will prepare the corresponding dossier accordingly. Generally, the company formation dossier consists of the following documents:

• Application for enterprise registration.
• Draft charter of the company.
• List of members for an LLC with two members or a list of founding shareholders for a JSC.
• Valid copies of personal identification documents.
• Power of attorney for the authorized capital representative if the capital contributior is an organization.
• Other documents in special cases (Viet An Law Firm will provide advice to clients regarding the specific legal requirements).
• Legal services agreement (Authorization contract) to authorize Viet An Law Firm to carry out the company formation services.

Note on Documentation for Members of an LLC, Shareholders of a JSC

• For individuals: National identification card or valid passport or citizen identity card.
• For organizations: Enterprise Registration Certificate for the organization, along with authenticated personal identification documents of the authorized representative appointed by the organization.

Note regarding state officials and civil servants who intend to establish a company

State officials and civil servants are only allowed to contribute capital to a joint-stock company through the transfer of ownership, similar to investing in securities in the stock market. Therefore, state officials and civil servants are not permitted to be listed as members of an LLC or included in the documentation for the establishment of a joint-stock company.

Procedures for register a new enterprise

In order to successfully establish a company and ensure compliance with legal requirements, the procedures for establishing a company should be carried out in the following steps:

Step 1: Preparation of enterprise registration documents

Viet An’s legal counsel receiving sufficient information and providing advice on matters related to the company name, head office, intended business lines, information about members and founding shareholders, charter capital of the company, and information about the legal representative of the company (see above).

Immediately after that, we will provide legal advice and prepare the company establishment documents based on the information provided by the client. This process will be completed within 1 working day from the date of receiving complete information from the client.

Step 2: Submission of enterprise registration documents and payment of enteprise information disclosure fees

• After completing the preparation of documents in above step, Viet An Law will proceed to submit the documents for the issuance of the Enteprise Registration Certificate through the National Enteprise Registration Portal.
• Different with this process in the past, the procedure for paying the enteprise information disclosure fees will be carried out simultaneously with the submission of the company establishment documents.
• Therefore, once the Enteprise Registration Certificate is issued, the enteprise information will also be disclosed on the National Enteprise Registration Portal.
• Completion time: 3 working days.

Step 3: Enteprise Registration Certificate Issuance

After 03 working days, enterprise registration agency will issue Enteprise Registration Certificate, which be sent promptly to Clients through Viet An Law’s express. However, since the Certificate is currently delivered exclusively through postal services, customers may experience a slight delay in receiving it due to the delivery process.

After registration completely

Step 4: Company Seal Engraving (Circular seal)

• Upon receiving the Enteprise Registration Certificate, which also serves as the company’s tax identification number, Viet An will proceed with engraving the company seal.
• Implementation time: 1 day.
• According to the provisions of the Law on Enterprises 2020, effective from January 1, 2021, companies are responsible for engraving their own seals and bear the responsibility for the use of the corporate seal. Therefore, companies are no longer required to publish a notice regarding the seal specimen as previously required. This is a significant change introduced by the Law on Enterprises 2020, but it also raises concerns regarding self-management and use of the company seal without supervision from relevant state management authorities.

Step 5: Completion of service delivery and guidance on post-establishment procedures for Customers’s enterprises

After completing the procedures for obtaining the Enteprise Registration Certificate for the enterprise, Viet An Law Firm delivers the service results to customers, including the Enteprise Registration Certificate, company seal, and public announcement of Enteprise Registration information. Additionally, we provide advice on the necessary procedures and considerations after the establishment of the company.

Step 6: Support and consultation on legal matters related to company operations and tax declaration as requested by customers

• The service results of company establishment are delivered to customers, lawyers, and tax consultants of Viet An Law Firm, who provide customers with guidance on taxes (tax declaration) and other relevant considerations regarding tasks to be conducted after obtaining the Enteprise Registration Certificate, including signage, taxation, accounting, labor, and intellectual property of company.
• Viet An Law Firm offers services related to tax accounting, tax declaration, consultancy on financial matters, branding, contract drafting, and commercial dispute resolution.

Step 7: Application for operational licenses for the company

This step only applies to business lines required post-company establishment conditions and specific permits, such as transportation, tourism, restaurants, labor leasing, education, heathcare, construction, express delivery, postal services, etc…

For your further information, please refer to the article: Obligated procedures after establishing a company in Vietnam of Viet An Law.

The above steps outline the most essential procedures for company establishment. Customers are kindly requested to contact Viet An Law Firm for specific advice and the best provision of fees for company establishment services.

Some Advice and Important Considerations When Establishing a Company

What should be considered when establishing a business? These considerations will help the business avoid legal difficulties during its operations. They serve as a solid foundation for the future development of a reputable, sustainable, and successful company.

Considerations regarding the company head office according to Article 42 of the Law on Enterprise 2020

• The company’s head office cannot be located in collective houses or apartment buildings.
• To ensure smooth business operations when renting or borrowing a house as the company’s head office, customers should enter into a lease agreement and request the landlord to provide two copies of the Certificate of Land Use Rights or equivalent documents.
• The company’s head office must have a reachable address with someone available to receive mail, to prevent situations where tax authorities or Enteprise Registration agencies send mail but there is no recipient. Failure to have a recipient can result in the company being classified as not conducting business at the registered head office, leading to the closure of the tax identification number and the suspension of the Enteprise Registration code.
• Businesses shoud maintain a fixed head office within the same district or province. If there is a change in the registered head office to a different district or province, the business must complete the tax settlement procedure for the previous district before changing the Enteprise Registration.

Choosing the type of Business Entity

• According to the current Enterprise Law (Enterprise Law 2020), customers can choose from various types of business entities, including Single-member Limited Liability Company, Multiple member Limited Liability Company, Joint Stock Company, Sole Proprietorship, and Partnership. However, in practice, for businesses operating in typical industries, the three most common types of business entities are the Single-member Limited Liability Company, the Multiple member Limited Liability Company, and the Joint Stock Company.
• The main difference between a Joint Stock Company and a Limited Liability Company is that a Joint Stock Company can flexibly raise capital and participate in the stock market. A Joint Stock Company requires a minimum of three shareholders with no maximum limit, and shares can be easily transferred after ceasing to be founding shareholders. On the other hand, the primary advantage of a Limited Liability Company is the close participation of its members, with the number of members limited from 01 to 50 individuals.
• Furthermore, a Joint Stock Company should only be chosen participating in the stock market. The operations, organizational structure, and internal regulations of a Joint Stock Company are relatively complex, and even minor oversights can result in violations of legal provisions related to the company’s internal legal issues.

Naming the Company according to the provisions of Articles 37, 38, 39, 40, and 41 of the Enterprise Law 2020

• In practice, naming a company is becoming increasingly challenging due to the growing number of businesses. However, it is relatively simple to register a desired company name by adding prefixes or suffixes to the name.
• When naming a company, it is important to avoid using famous personal names or trademarks such as Samsung, Nokia, Honda, or registered trademarks, as the company may be required to change its name if it coincides with a protected trademark in Vietnam prior to the company’s registration.
• Additionally, when choosing a company name, consideration should be given to the potential registration of trademarks and domain names for future brand identification, ensuring a consistent and professional approach.

Charter capital according to Article 34, Clause 2.c of Article 24 of the Law on Enterprise 2020

• Under the provisions of the Law on Enterprise, the charter capital is self-declared and self-responsible by the enterprise (even for industries with statutory capital requirements, the enterprise only needs to declare the prescribed capital amount without the need to prove or confirm the actual source of capital).
• Based on operational needs such as the level of contracts signed with partners, participation in projects, the required reserve fund for certain specialized industries, and the desired amount of business license fee, the enterprise should choose an appropriate and suitable charter capital amount, consider the responsibility of the business owners when committing to their capital contribution.
• The deadline for capital contribution is 90 days from the date of issuance of the Enteprise 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/shareholders of the company, capital contribution must be made through a transfer to the company’s registered account with the Enteprise Registration authority (referring to the provisions in Decree 222/2013/ND-CP and Circular 09/2015/BTC dated 29/01/2015).
• According to legal regulations, the procedure for increasing the charter capital of a company is relatively simple, while the procedure for reducing the charter capital involves several conditions and requires a certain amount of time, except in cases where members or shareholders fail to contribute sufficient capital within 90 days. In such cases, the company must operate for a minimum of 02 years before being eligible to apply for a reduction in charter capital, subject to certain conditions. Therefore, the company should consider the charter capital amount when declaring it in the company establishment dossier to ensure capital contribution and balance the interests of the members/shareholders in the company.

Business lines according to Article 7 of Decree No. 01/2021/ND-CP on Enteprise Registration procedure

• Business are allowed to engage in legal business sectors that are not prohibited by law. However, business are only permitted to conduct business in the sectors they have registered and declared in the Enteprise Registration dossier. Therefore, it is advisable for enterprises to choose a broad scope when registering the business sectors for the company in the establishment dossier.
• Enterprises are not required to present any conditions for sectors that require professional practice certificates in establishing procedure. Therefore, depending on the operational needs of the enterprise, it can choose to expand its business sectors to avoid additional procedures for supplementary sector activities that may arise after the establishment, as the initial registration may not cover all the intended business sectors.
• The application of business sector codes for the company is carried out according to the 4th level sector codes as stipulated in the Vietnam Standard Industrial Classification (according to Decision No. 27/2018/QD-TTg dated July 6, 2018). Viet An Law will assist in the sector classification and application of sector codes for your company.

Before establishing the company, business owners should consider the aforementioned points to make the most appropriate choices. The process of company establishment must be formed, starting from selecting the business name to selecting and registering the optimal and legally compliant business sectors according to the regulations of enterprise law.

Types of basic taxes that a company required to pay in Vietnam

• License fee (based on registered capital): Registered capital below 10 billion VND, business shall pay 2 million VND per year. While registered capital of 10 billion VND, above license fee will increase to 3 million VND per year.
• Value Added Tax (based on the company’s output and input balance).
• Corporate Income Tax (payable only when the company makes a profit, at a rate of 20% of the company’s profit).
• Export and Import Taxes (if engaged in import and export activities).
• Natural Resource Tax (if using natural resources).
• Special Consumption Tax (if engaged in restricted business sectors).

To more detail on this topic, please refer to the article: Types of basic taxes that a company required to pay in Vietnam of Viet An Law.

Procedures after company establishment

What should businesses do after receiving their Enteprise Registration Certification? The procedures to be carried out and the deadlines to comply with, as stipulated in the Law on Enterprises 2020, after obtaining Enteprise Registration Certification are as follows:

• Opening a company bank account
• Registering a digital signature for electronic tax filing and online tax reporting
• Declaration and payment of business license fee
• Creating signage and displaying company signage at the head office
• Obtaining an electronic signature for electronic tax filing
• Requesting the issuance of electronic invoices

Starting from the initial advisory steps and obtaining the Enteprise Registration Certificate, to tax-related matters and accounting, businesses can make use of the relevant services provided by Viet An Law Firm.

The result of Viet An service on company establishment procedure

The results that customers receive when using the company establishment services of Viet An Law Firm are based on the contractual service packages. Therefore, each customer’s outcomes depend on the agreed-upon tasks between both parties. The following are typical results that customers usually obtain after utilizing the company establishment services at Viet An Law Firm:

• Enteprise Registration Certificate, which also serves as the tax identification number.
• Company seal.
• Internal corporate documents.
• Company charter.
• Guidance on post-establishment procedures, such as opening bank accounts, invoice printing, and advice on registering digital signatures for online tax submission.
• Consultation on tax declaration procedures, tax filing, tax payment, and social insurance contributions.
• Post-establishment services, including assistance with bank accounts, tax profile setup, tax method registration, initial tax declaration, and VAT invoice printing.
• Support for tax declaration throughout the company’s operation.
• Comprehensive tax accounting services.
• Website development consultation, logo and trademark, licensing, and ensuring business operations comply with legal requirements after company establishment.

If you have any questions or concerns about these legal matters or any other issues related to the sequence of procedures and steps required after company establishment, please don’t hesitate to contact Viet An Law Firm, hotline (+84) 9 61 67 55 66 (WhatsApp, Viber, Zalo, Wechat) or email: info@luatvietan.vn.