Detailed Guide on Business Registration Procedure for Company Establishment in Vietnam (2023)

From an economic perspective, business registration for company establishment is the process of preparing all necessary business conditions for an organization to operate, including office space, workshops, machinery, equipment, personnel, and capital… From a legal perspective, business registration for company establishment is considered the process of fulfilling various legal procedures as regulated by competent management agencies and state authorities.

In this article, Quan Lieu Service would like to share with you the necessary steps to establish a new company in accordance with the laws of Vietnam.

1. When to register a business registration  for the company establishment

You should register a business for company establishment when:

  • Your business activities require issuing value-added tax invoices.
  • You need legal entity status to sign contracts for buying, selling, manufacturing, or providing services.
  • You need to legalize your business operations in compliance with the laws and regulations.

2. Business Registration Procedure for Establishing a Company in Vietnam (2023)

To establish a company, you need to ensure the following conditions:

  • Legal representative and owner: Being 18 years or older, having an identification card, citizen identity card, or valid passport, and not belonging to the group of individuals prohibited from establishing a company.
  • Company address: Having a designated address that is not in a residential building.
  • Company name: The company name must not be duplicated or cause confusion with the names of previously established companies (applicable nationwide).
  • Charter capital: Determining the charter capital to register for business. Charter capital is the amount of capital contributed or committed to be contributed by owners, members, or shareholders within a certain period of time (not exceeding 90 days from the date of issuance of the Certificate of Business Registration) and recorded in the company’s Charter.
  • Determining the business sector: The business sector you want to register must be allowed by law, and the enterprise must meet all the conditions for that sector (if any).
  • Determining the type of company: The business owner needs to consider and choose the appropriate type of organization based on criteria such as tax liability, legal liability, transferability, supplementation, substitution, and scale of the enterprise to effectively meet the business activities of the enterprise.

3. The typical process for business registration to establish a company

The process of establishing a company for most types of enterprises/businesses under the current law (Enterprise Law 2020) generally includes 5 stages as follows:

 

(The process of 5 stages of business registration to establish a company)

3.1. Prepare complete information to establish the business

  • Choose the type of company: 

Common types of enterprises in Vietnam include: Sole proprietorship, Partnership, Single-member Limited Liability Company (LLC), Multi-member LLC, and Joint-stock Company.

Lựa chọn loại hình công ty khi đăng ký kinh doanh để thành lập công ty(Select the type of company when registering a business to establish a company)

  • Choose the business industry

The business industry of a company determines the business sectors that the company is allowed to operate in, as well as the items that the company is allowed to display on value-added tax invoices for customers. Therefore, you need to clearly identify all the business industries that the company will operate in the future.

  • Choose a company name

The company name is a factor related to the identification, identification, and branding of the business later.

Đặt tên công ty cần liên quan đến nhiều yếu tố(Naming a company needs to be related to many factors)

  • Determine the registered office address of the company

The registered office of the company is the contact address of the enterprise on the territory of Vietnam, which is determined by the house number, lane, alley, street, village, hamlet, commune, ward, town, district, the city under central authority, phone number, fax number, and email address (if any).

Xác định địa chỉ trụ sở công ty khi đăng ký kinh doanh để thành lập công ty(Determine the address of the company’s headquarters when registering a business to establish a company)

  • Determine the shareholders/members who contribute capital

Shareholders/members who contribute capital are the individuals or entities that directly own the company from the time of establishment.

  • Determine the registered capital amount

The registered capital is the amount of capital contributed or committed to be contributed by the shareholders/members within a certain period of time (not exceeding 90 days from the date of being granted the operating license) and recorded in the company’s Charter.

The registered capital is determined based on the total capital contribution of the shareholders/members in the company.

  • Determine the legal representative

3.2 Drafting and submitting the company establishment dossier

After preparing the necessary information, the person in charge of the procedure begins drafting and preparing the required documents. The documents to be prepared may vary depending on the type of company and business sector. Below are common types of documents that most people need to prepare when establishing a new company:

Soạn thảo và nộp hồ sơ đăng ký kinh doanh để thành lập công ty(Draft and submit business registration documents to establish a company)

  • Company registration proposal
  • Company bylaws
  • List of members/shareholders contributing capital
  • Certified copies of personal identification documents of members/shareholders contributing capital
  • Certificate of investment registration if the company has a foreign capital contribution
  • Additional documents in case members/shareholders contributing capital are organizations
  • Authorization letter for the organization/individual carrying out the business registration procedure (if the person conducting the procedure is not the legal representative)
  • Other documents required for regulated business sectors

3.3. Submitting the dossier

The business registration dossier for company establishment is submitted online through the National Business Registration Portal.

https://dangkyquamang.dkkd.gov.vn/auth/Public/LogOn.aspx?ReturnUrl=%2fonline%2fdefault.aspx 

Nộp hồ sơ đăng ký kinh doanh để thành lập công ty được thực hiện online(Submission of business registration documents to establish a company is done online)

3.4.  Making the company seal

3.5. Procedures after company establishment

  • Hang up the signboard at the company’s registered address
  • Register digital signature
  • Open a bank account
  • Register online for tax declaration
  • Submit tax declarations and pay a business license tax
  • Register VAT calculation method
  • Register and notify the use of electronic invoices
  • Prepare necessary conditions for business operations in regulated business sectors.

The above are legal issues related to business registration procedures for company establishment in Vietnam (2023). If you need more in-depth consultation on this matter, please contact Quan Lieu Services for quick and efficient consultation at the most cost-effective price! You can contact us via Hotline: 0966 222 840 or chat with our consultants on our website.

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