PROCEDURES FOR ESTABLISHING A BUSINESS UNDER THE LATEST PROVISIONS OF THE 2020 ENTERPRISE LAW

The registration for establishing a company is carried out in accordance with the provisions of the 2020 Enterprise Law. This process requires the business to prepare all necessary conditions to legally commence its operations. Under the current legal regulations, what are the steps and procedures for establishing a company?

1. Business Establishment Documents

a) Sole Proprietorship

• Enterprise Registration Application.

• Copy of legal documents of the individual for the owner of the sole proprietorship.

b) Partnership Company

• Enterprise Registration Application.

• Company Charter.

• List of members.

• Copies of the following documents:

  • Legal documents of individuals for members who are natural persons; legal documents of organizations for members that are organizations; legal documents of individuals for authorized representatives and the written authorization of the representative. For members that are foreign organizations, copies of the legal documents must be notarized and consularized.

  • Investment Registration Certificate in cases where the enterprise is established or participated in by foreign investors or economic organizations with foreign investment capital, in accordance with the Investment Law and its guiding documents.

c) Single-Member Limited Liability Company (LLC)

• Enterprise Registration Application.

• Company Charter.

• Copies of the following documents:

  • Legal documents of the individual for the legal representative of the enterprise.

  • Legal documents of the individual if the owner is a natural person; legal documents of the organization if the owner is an organization (except in cases where the owner is the State); legal documents of individuals for the authorized representative and the written authorization. For owners that are foreign organizations, copies of legal documents must be notarized and consularized.

  • Investment Registration Certificate in cases where the enterprise is established by foreign investors or economic organizations with foreign investment capital, pursuant to the Investment Law and its guiding documents.

d) Multi-Member Limited Liability Company (LLC)

• Enterprise Registration Application.

• Company Charter.

• List of members.

• Copies of the following documents:

  • Legal documents of individuals for members who are natural persons and the legal representative.

  • Legal documents of organizations for members that are organizations and the written authorization of the representative; legal documents of individuals for the authorized representative of organizational members. For members that are foreign organizations, copies of legal documents must be notarized and consularized.

  • Investment Registration Certificate for foreign investors in accordance with the Investment Law.

e) Joint Stock Company

• Enterprise Registration Application.

• Company Charter.

• List of founding shareholders; list of shareholders who are foreign investors.

• Copies of the following documents:

  • Legal documents of individuals for founding shareholders and foreign individual investors, and the legal representative.

  • Legal documents of organizations for shareholders that are organizations and the written authorization of the representative; legal documents of individuals for authorized representatives of founding shareholders and foreign investors who are organizations. For foreign organizational shareholders, copies of legal documents must be notarized and consularized.

  • Investment Registration Certificate for foreign investors pursuant to the Investment Law.

2. Procedures for Establishing a Business

Step 1: Prepare the business establishment documents

The company must prepare all documents required for business registration as prescribed in the 2020 Enterprise Law and Decree 01/2021/ND-CP, and shall bear full responsibility for the truthfulness and accuracy of the documents submitted to the competent Business Registration Authority.

Step 2: Submit the business registration dossier

The founder of the enterprise shall submit a complete business registration dossier to the Business Registration Office under the Department of Planning and Investment of the province/city where the enterprise has its head office. There are three methods for the founder or the authorized representative to submit the business registration:

• Directly at the Business Registration Authority;

• Through postal services;

• Via electronic information network.

Step 3: Receive the business establishment result

The Business Registration Authority is responsible for verifying the validity of the submitted dossier. If the dossier is valid, within 03 working days from the date of receipt, the Business Registration Authority shall issue the Enterprise Registration Certificate. Upon issuance of the Enterprise Registration Certificate, the enterprise’s information will also be published on the National Business Registration Portal.