Set up an online business company in Vietnam

The influence of technological revolutions, combined with the emergence of the COVID-19 pandemic, has caused many individuals and organizations to turn to establishing online business companies in Vietnam. So what are the conditions as stipulated by law to set up an online business company in Vietnam? Viet An Law Firm will answer this question of customers in the article below.

Legal basis

• Law on Enterprise 2020;
• Decree 01/2021/ND-CP on business registration;
• Decree 52/2013/ND-CP, as amended and supplemented by Decree 85/2021/ND-CP on e-commerce.

What is online business in Vietnam?

According to the provisions of Clause 1, Article 3 of Decree 52/2013/ND-CP on e-commerce, e-commerce activities are the conduct of part or all of the process of commercial activities by electronic means connected to the Internet, mobile telecommunications networks, or other open networks.

Meanwhile, online business is a form of sales in which business people will sell their goods and services or those of others through electronic means, especially the Internet, that is, direct exchange. gland.

Therefore, online business is one of the activities of e-commerce activities, accordingly, online business will fall within the scope of legal regulations governing e-commerce activities.

Forms of online business

Based on Article 25 of Decree 52/2013/ND-CP, as amended and supplemented by Article 1.7 of Decree 85/2021/ND-CP on e-commerce, there are online business forms as follows:

• Set up a sales e-commerce website;
• Set up an e-commerce services provision website.

Current conditions for set up an online business company in Vietnam

According to the List of conditional business lines in Appendix IV of the Investment Law 2020, e-commerce activities are a conditional business line.

According to the provisions of Article 3.9 of Decree 52/2013/ND-CP on e-commerce, business investment conditions are conditions that individuals and organizations must meet when carrying out online business, specifically the conditions for establishing an online business company include:

• Conditions on the subject establishing the company;
• Conditions on business type;
• Conditions for setting up a sales e-commerce website;
• Conditions for setting up an e-commerce services provision website.

Conditions on the subject establishing the company

Among the conditions for establishing an online business company, the condition of the entity establishing the company is the first condition, as well as an extremely important condition that individuals and organizations need to pay special attention to first when establishing a business.

Based on the provisions of Article 17 of the Vietnam Enterprise Law 2020 on the right to establish, contribute capital, purchase shares or stakes, and manage enterprises, organizations, and individuals have the right to establish and manage enterprises in Vietnam according to the provisions of law, except for the following individuals and organizations:

• State agencies and units of the armed forces use state assets to establish business enterprises to make their own profits;
• Officials and civil servants;
• Officers, non-commissioned officers, professional soldiers,…;
• Leaders and professional managers in state-owned enterprises;
• Minors, people with limited civil act capacity, people who have lost civil act capacity, people with difficulty in cognition or behavior control, organizations without legal status;
• People who are being prosecuted for criminal liability, detained, serving a prison sentence, serving administrative measures at a drug treatment facility, compulsory education facility, or a judgment/ decision of court…;
• Organizations are commercial legal entities prohibited from doing business or operating in certain fields.

Therefore, if they do not belong to the subjects listed above, individuals and organizations have the right to establish online business companies according to the provisions of law.

Conditions on type of business

According to Article 1 of the Vietnam Enterprise Law 2020, there are the following types of businesses:

• Limited liability company;
• Joint stock company;
• Joint venture company;
• Private enterprise.

When establishing a business, individuals and organizations can choose one of the above business types. However, when registering to establish a business of any type, it must meet certain conditions for that type of business.

For example, when registering to establish a joint stock company, the business establishment registration dossier must ensure complete documents as prescribed in Article 22 of the Vietnam Enterprise Law 2020 and Article 23 of Decree 01/2021/ND-CP on business registration. Specifically, the joint stock company registration dossier must include:

• Application for business registration.
• Company charters.
• List of founding shareholders; List of shareholders are foreign investors.
• Power of Attorney for Viet An Law to carry out business establishment registration procedures.
• Copies of documents such as:
• Legal documents of individuals who are founding shareholders and individuals who are shareholders who are foreign investors, legal representatives, and authorized representatives of founding shareholders;
• Legal documents of the organization with institutional shareholders (with a document appointing an authorized representative) and institutional shareholders who are foreign investors (Copies of legal documents must be legalized in the territory of the organization) the);
• Investment registration certificate (if any).

Conditions for setting up a sales e-commerce website

Based on Article 25.2 of Decree 52/2013/ND-CP, as amended and supplemented by Article 1.7 of Decree 85/2021/ND-CP on e-commerce, it can be understood that sale e-commerce website is an e-commerce website established by traders, organizations, or individuals to serve their commercial promotion, sale of goods or supply of services.

Combined with Article 52 of Decree 52/2013/ND-CP, as amended and supplemented Decree 85/2021/ND-CP on E-commerce, the conditions that merchants must meet to be able to establish Set up a sales e-commerce website including:

• Be a trader or organization with appropriate functions and tasks.
• Have a website with a valid domain name and comply with legal regulations related to information management on the Internet.
• Procedures for notifying the Ministry of Industry and Trade have been carried out regarding the establishment of an e-commerce sales website.

In addition, legal regulations not only set requirements for setting up sales e-commerce websites but also set conditions for sales e-commerce websites.

Pursuant to Section 1 of Decree 52/2013/ND-CP amended and supplemented by Decree 85/2021/ND-CP on e-commerce, requirements for e-commerce websites that traders need to meet including:

• A sales e-commerce website must provide complete information about the website owner, goods, services, and terms of the sales contract applicable to the goods and services introduced on the website.
• Information must be clear, accurate, easy to find and understand; are arranged in corresponding sections on the website and can be accessed online; capable of being stored, printed, and displayed later; clearly displayed to customers before the customer submits a purchase request or concludes a contract.
• Minimum information about the website owner that must be published on the website home page includes name and headquarters address of the trader, organization or name and permanent address of the individual; number, date of issue, and place of issuance of the business registration certificate of the trader, or number, date of issue and unit issuing the establishment decision of the organization, or personal income tax code of the individual; phone number or another online contact method.
• Information on the price of goods or services, if any, must clearly indicate whether or not the price includes costs related to the purchase of goods or services such as taxes, packaging fees, shipping fees, and other costs incurred.

Conditions for setting up an e-commerce services provision website

Pursuant to Article 54 of Decree 52/2013/ND-CP, as amended and supplemented by Clause 19, Article 1 of Decree 85/2021/ND-CP on e-commerce, to establish a website providing e-commerce services traders need to meet the following conditions:

• Traders are organizations with business lines or functions and tasks in accordance with the provisions of law.
• The established website has a valid domain name and must meet the requirements for information management on the Internet.
• Propose a service provision project with contents such as:
• Operational organization model;
• Structure, features and main information items of the website;
• Rights and responsibilities between traders providing e-commerce services and parties using these services of the trader.

The Ministry of Industry and Trade has confirmed that the trader has registered to set up an e-commerce services provision website.

Recommendations for businesses

Although establishing an online business company is becoming more and more popular, the conditions for establishing an online business company are still complicated. Therefore, before establishing a company as desired, customers need to pay more attention to these conditions and should seek out a team of reputable legal experts such as Viet An Law Firm to receive support. the most appropriate advice.

If you have any questions about conditions to set up an online business company in Vietnam, please contact Viet An Law Firm for our best support!