Procedures For Registering A New Enterprise In Vietnam (Apply For Enterprise Registration Certificate)

Registering a new enterprise in Vietnam encompasses multiple steps aimed at ensuring adherence to legal requirements and establishment in accordance with Vietnam’s regulatory framework

Step 1: Preparation of enterprise registration information

Step 2: Submission of enterprise registration documents

Step 3: Enterprise Registration Certificate Issuance

 

Step 1: Preparation of enterprise registration information

To effectively establish a company and guarantee adherence to legal requirements, the process of company formation should be conducted through the following preparations:

Type of business

There are various options for foreign investors when starting your business in Vietnam.

Under Vietnam’s Law on Enterprises and Law on Investment, some most common types of Vietnam business entities are as below:

Limited Liability Company (LLC)

It is a legal entity formed by members who make capital contributions to the company. An enterprise with no more than 50 members in which a member may be an organization or an individual, who shall only be liable for the debts and other obligations to the extent of the amount of their contributed capital. There are 2 types of LLC, respectively, a single-member LLC and a multiple-member LLC. 

Joint-stock company (JSC)

An enterprise in which the charter capital is divided into equal portions called shares with a minimum of 3 shareholders. The shareholders of a JSC may be organizations or individuals, which also have limited liability. It is the only type of corporate structure in Vietnam allowed to freely issue shares and securities to the public, except for certain cases.

Partnership

It is a company formed by at least two individual partners who hold unlimited responsibility over the obligations of the company. 

Under the regulations outlined in Vietnam’s Law on Commerce, foreign business entities are permitted to establish their presence in Vietnam via either a branch or a representative office.

Company registered address

The company address must be located in the territory in Vietnam. The company is not allowed to place its headquarters in apartments in condominiums, or collective houses that are only used for residential purposes. 

The company’s headquarters must maintain an accessible address with someone designated to receive mail. This is essential to avoid scenarios where tax authorities or Enterprise Registration agencies attempt to correspond but find no available recipient. Failure to designate a recipient could result in the company’s registered office being considered inactive, which could lead to revocation of the tax identification number and suspension of the company registration code.

Names of enterprises

Before using any name, you must verify that it is not identical or confusingly similar to another company’s name, as this may not be accepted. In reality, naming a company is becoming progressively more difficult due to the rising number of businesses. Nevertheless, it remains relatively straightforward to register a preferred company name by incorporating prefixes or suffixes to it. Don’t worry, TPM can help you with that!

Note: The enterprise’s name shall be displayed at the headquarters

Charter capital

The deadline for capital contribution is 90 days from the date of issuance of the Enterprise 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 Enterprise Registration authority (referring to the provisions in Decree 222/2013/ND-CP and Circular 09/2015/TT-BTC dated 29/01/2015).

Legal representative 

A company is required to have a Legal representative – and may have one or more. A qualifying resident director requires a residential address in Vietnam. Enterprises must ensure that there is always at least 1 legal representative residing in VN. In case an enterprise only has 1 legal representative, that person must authorize in writing for another person to perform the rights and obligations of legal representative when leaving VN

Business lines

Enterprises can confidently operate in legal sectors not prohibited by law! It is important to note that they can only operate within the sectors they have registered and declared in the Enterprise Registration dossier. This will ensure that they can fully take advantage of all the opportunities available to them! We highly recommend that enterprises choose a comprehensive scope when registering their business sectors in the establishment dossier. 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). With TPM, your company’s sector can be accurately categorized and sector codes can be efficiently applied. TPM’s expertise and tools ensure a confident and enthusiastic approach to this process.

Step 2: Submission of enterprise registration documents

After the documents preparation in the previous step is finalized, we will proceed to submit them for the issuance of the Enterprise Registration Certificate via the National Enterprise Registration Portal. Consequently, upon issuance of the Enterprise Registration Certificate, the enterprise information will be made available on the National Enterprise Registration Portal.

Step 3: Enterprise Registration Certificate Issuance

Authority: Lodged at the Department of Planning and Investment (DPI). Investors within Industrial Parks will usually lodge via the Industrial Park

Timeframe: 15 days from the date when documents are submitted. The duration of this process may be longer, depending on when the official dispatch is sent to request opinions from the Ministries

Legal basis:

  • Law on Enterprise 2020

  • Decree 01/2021/ND-CP on business registration

  • Decision No. 27/2018/QD-TT

  • Decree 222/2013/ND-CP

  • Circular 09/2015/TT-BTC

Case Study
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