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Establish a partnership company in Vietnam

A partnership is a type of company established by two or more members. The members contribute capital and are jointly and unlimitedly liable for the company’s obligations. With the advantages of easy establishment and management, and high asset liability, it is easy to build trust with clients and partners. To assist clients in carrying out procedures for registering to establish a partnership company in Vietnam, Viet An Law offers the following article to guide issues related to registration procedures and necessary notes for businesses.

Set up a Company

Legal basis

  • Law on Enterprise 2020;
  • Decree 01/2021/ND-CP on business registration.
  • Circular 47/2019/TT-BTC regulates the rates, collection, payment, management, and use of fees for providing business information and business registration fees.

Partnership company in Vietnam

A partnership company is a type of enterprise regulated in the Enterprise Law 2020. A partnership company has legal status from the date of issuance of the Enterprise Registration Certificate and is not allowed to issue any type of securities. any.

According to Article 177 of the Enterprise Law, members of a partnership include:

  • General partners: at least 02 general partners, who are individuals with unlimited responsibility for the company’s financial obligations; and
  • Capital contributing members (optional): are organizations or individuals and are only responsible for the company’s debts within the amount of capital committed to contributing to the company. The organization contributing capital must not be a private enterprise and individual organizations are not entitled to contribute capital according to Article 17.3 of the Enterprise Law 2020.

Due to the characteristic of unlimited liability, different from other types of limited liability such as limited liability companies, and joint stock companies, cooperation with a partnership company in Vietnam always gives partners greater trust. However, this feature also creates greater legal and financial risks for the founders of the partnership (partnership members) and leads to the lack of popularity of this type in Vietnam.

Application for registration of establishment of a partnership company

According to the provisions of Article 20 of the Enterprise Law 2020 guided by Article 22 of Decree 01/2021/ND-CP, the application for registration of a partnership company is prescribed as follows:

File name Note
Application for business registration, signed by all partnership members. 01 original copy according to Appendix I-5
Company charter 01 original copy
List of members 01 original copy according to Appendix I-9
Personal legal documents for company members who are individuals; Legal documents of the organization for company members that are organizations; Legal documents of the individual for the authorized representative and document appointing the authorized representative. For members that are foreign organizations, copies of the organization’s legal documents must be consular legalized. 01 Copy
Investment Registration Certificate in case the enterprise is established or participates in the establishment by foreign investors or economic organizations with foreign investment capital according to the provisions of the Investment Law and other documents. Implementation instructions (if any) 01 Copy
Tax Registration Certificate 01 copy

In case of conversion from business household, social protection facility, social fund, charity fund

Document of the Investment Registration Authority approving capital contribution, share purchase, purchase of capital contribution of foreign investors, economic organizations with foreign investment capital 01 original copy

In case of conversion from a business household with foreign investors

Power of Attorney for Viet An Law to carry out the procedure According to the form drafted by Viet An Luat
Copies of legal documents of authorized individuals In case the authorized person is an individual

Procedures to establish a partnership company in Vietnam

In case of direct registration or via postal service

Step 1 (Submit application): The person submits 01 application to register a partnership company at the Business Registration Office where the enterprise is headquartered.

Step 2 (Receiving): After receiving the business registration application, the Business Registration Office gives a Receipt of receipt of the application to the applicant.

Step 3 (Document processing):

  • In case the application is valid: the Business Registration Office issues the Enterprise Registration Certificate within 03 working days from the date of receiving the valid application.
  • In case the dossier is not valid or the business name requested to be registered does not comply with regulations, the Business Registration Office will notify in writing the content that needs to be amended or supplemented to the business founder or enterprise within 03 working days from the date of receipt of the application.

Step 4 (Disclosure of business registration information):

The request for publication of business registration content is made at the time the enterprise submits its business registration application. The published content includes the contents of the Enterprise Registration Certificate and information about business lines and professions.

In case of electronic registration

Step 1 (Submit application): The applicant declares information, downloads electronic documents, signs and authenticates the business registration application via the electronic information network, and pays the business registration fee according to the process on the national information portal on business registration (https://dangkykinhdoanh.gov.vn).

Step 2 (Receiving): After completing the submission of the business registration application, the applicant will receive a Receipt of the business registration application via the electronic information network.

Step 3 (Document processing):

  • In case the application meets the conditions for business registration, the Business Registration Office shall issue business registration and notify the business of the business registration.
  • In case the dossier does not meet the conditions for business registration, the Business Registration Office sends a notice via electronic information network to the enterprise to request amendments and supplements to the dossier.

Step 4 (Disclosure of business registration information):

The request for publication of business registration information is made at the time the enterprise submits its business registration application. The published content includes the contents of the Enterprise Registration Certificate and information about business lines and professions.

Fees and charges for registering a partnership company

According to the provisions of Circular 47/2019/TT-BTC on business registration fees, the person submitting a business registration application must pay the following amounts to the business registration agency:

Fee payment time:

The applicant also pays fees and charges when submitting the business registration application.

Forms of payment of fees and charges:

Choose 1 of 2 methods:

  • Submitting directly to the Business Registration Office or
  • Transfering to the Business Registration Office account or use electronic payment service.

Reimbursement

  • The business registration fee is not refunded to the business in case the business is not granted business registration.
  • In case the enterprise is not granted business registration, the enterprise will be refunded the fee for publishing the business registration content.

Charges

  • Fee for publishing business registration information: 100,000 VND
  • Business registration fee: 50,000 VND. In the case of online registration, businesses are exempt from this fee.

Viet An Law’s service of establishing a partnership company in Vietnam

  • Consulting on conditions for establishing a partnership according to current legal regulations;
  • Prepare and draft documents to establish a partnership;
  • Representing clients to carry out procedures for establishing a partnership;
  • Consulting on post-establishment services such as seal engraving, sign-making, tax declaration, and accounting;
  • Regular legal advice for businesses after establishment.

If you want to establish a partnership company in Vietnam, please contact Viet An Law for the best support.

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