Process of Incorporating Company, Enterprise (New General)
A series of new circulars and decrees on licenses, procedures and processes for setting up a company, setting up a business, registration methods and company establishment documents have been revised and changed. In recent years, the trend of Vietnamese people wanting to start a business, set up a company, become their own boss instead of working as a hired laborer has quickly attracted the attention of the government and leading departments. This article will answer all the above information
Vietnam’s economy is on the verge of recovery and outstanding development, the financial system and securities have peaked after 11 years of waiting, trade with international friends has been accelerated, opening up potential opportunities. for people who are passionate about mastering in all areas of the market.
Do you have a desire to be a startup in technology, or dream of opening an import-export company, or simply build your own restaurant and cafe system, but are still confused about it? corporate legal system. Please read the article below, which will provide and guide you in detail all about licenses, procedures as well as how to register and establish a company in Vietnam.
Step 1. Prepare the information to make a company/business profile
1. Select type of business:
There are many different types of legal companies/enterprises in Vietnam that are recognized by the government. Therefore, the person registering to establish a company needs to know the outstanding features of each type, from which to choose to match the situation, with the development vision of the company. There are 4 types of businesses that are relatively common in Vietnam, these types will be analyzed in more detail below.
Limited liability companies (including one member limited liability companies, and limited liability companies with 2 or more members)
Joint Stock Company
2. Prepare notarized copy of ID card (passport):
Notarized copy of ID card not older than 3 months, term of ID card not more than 15 years.
3. Choice of company name, head office address:
The founder of a company or enterprise must not name an enterprise that is identical or confusingly similar to the name of another company registered in the national database of enterprise registration, except for dissolved entities or courts. bankruptcy judgment (compared according to the provisions of Clause 2, Article 42 of the Law on Enterprises)
The address of the head office must be in the territory of Vietnam, with identified information including house number, alley, alley (if any), street, district, city, ….
4. Selection of charter capital:
Will be discussed in detail at the bottom of the article
5. Select the title of the company representative:
Director or General Manager
6. Select business lines:
You need to clearly determine whether your business needs any additional conditions (legal capital, other regulations, …)
Step 2. Proceed to Establish a Company
1. Drafting company profile
The company profile that needs to be prepared includes:
Application for business registration
Draft of Company’s charter
List of shareholders, founding members
Authentication papers of the member or legal representative;
Valid personal identification papers of authorized representatives and legal representatives
Legal capital confirmation document
A valid copy of the practice certificate and the ID card of the person holding the practice certificate, for enterprises engaged in business lines that require a practicing certificate
2. Submit the company profile at the provincial business registration office
3. In case of authorization to submit, a power of attorney is required
4. You can register for the establishment of the website of the Department of Planning and Investment to save time. Register at the website: https://dangkyquamang.dkkd.gov.vn
5. To be granted an enterprise registration certificate after 5 days from the date of receiving the application
Step 3. Procedures for Making Legal Person Seal
1. Take a copy of the business registration certificate to the establishment that has the function of stamping to make a legal entity seal for the company 2. The legal entity seal will be transferred to the provincial or municipal police agency for processing. Check the registration and return the seal to the enterprise 3. When coming to receive the seal, the representative of the enterprise brings the certificate of business registration (original) and presents the ID card
Step 4. Procedures for Establishment After the Company
1. Conduct initial tax return 2. Conduct online tax declaration registration 3. Submit declaration and pay license tax (License tax is a direct tax and is usually a quota levied on licenses. business (license) of enterprises and business households. License tax is collected annually, and the rate is divided by tier 4. Submit notice of application of Value Added Tax method 5. Carry out procedures purchase, order to print invoices 6. Paste or hang the 2nd invoice form at the company’s headquarters 7. Prepare fully business conditions for conditional business lines.
As mentioned above, you can completely register a company through the website of the Ministry of Planning and Investment. Here is a video on how to register in detail:
Company Registration Fees and Fees
Because many people still do not know the fees that the state regulates to register a company. Refer to the fee schedule below extracted from the website of the Ministry of Planning and Investment.
1. Business Registration Fee
Registration of establishment of an enterprise, change of business registration contents, re-issuance of the Certificate of Business Registration (Dossier to be submitted directly at the Business Registration Office). Fee: 100,000 VND/time
Registration of business establishment, change of business registration content (Dossier submitted through the Online Business Registration application on the National Business Registration Portal). Fee: Free
New issuance, re-issuance, change of contents of Certificate of operation registration of branches, representative offices and business locations of enterprises (Dossier to be submitted directly at the Business Registration Office). Fee: 50,000 VND / application
New issuance, re-issuance, change of contents of Certificate of operation registration of branches, representative offices and business locations of enterprises (Dossier submitted through online business registration application on Portal country on Business Registration). Free of charge
2. Fees for Providing Business Information
Provide information on the Certificate of Business Registration; Certificate of operation of branches, representative offices and business locations. Fee: 20,000 VND/copy
Provide information in the enterprise registration dossier; Provide financial reports of all types of businesses. Fee: 40,000 VND/copy
Provide business summary reports. Fee: 150,000 VND/report
Publication of business registration contents. Fee: 300,000 VND/time
Disclosure of business information by account from 125 copies/month or more. Fee: 4,500,000 VND/month.
INFOGRAPHIC LEGAL PROCEDURES FOR COMPANY, ENTERPRISE AND LEGAL TAXES
Establishment of Limited Liability Company
What is a limited company?
“Limited liability company is a type of enterprise with legal status recognized by law (Enterprise Law). The company owner and the company are two separate legal entities. Before the law, the company has legal status from the date of issuance of the business registration certificate, the owner of the company is a natural person with the rights and obligations corresponding to the ownership of the company.
A limited liability company has no more than 50 members contributing capital to its establishment and the company is only liable for debts and other financial obligations to the extent of its property obligations. A limited liability company is not entitled to issue shares to raise capital.”
Advantages and disadvantages of limited company
Establishment of One Member Limited Liability Company (One Member Limited Liability Company)
What is one-member limited liability company?
“Single member limited liability company is a special form of limited liability company. According to the provisions of Vietnamese law, a one-member limited liability company is an enterprise owned by an individual or an organization; The owner is responsible for the debts and other property obligations of the enterprise to the extent of the charter capital of the company.”
Advantages and disadvantages of a limited liability company
Establishment of a Private Company
What is a private company?
“Private enterprise is an economic organization that is registered to do business in accordance with regulations and conduct business activities. A private enterprise owned by an individual, has assets, and has a transaction office. The owner of a private business is the legal representative who has full decision-making power over all business activities of the company.
Normally, the owner of a private business will directly manage and operate all activities of the company, but this owner can still hire someone else to do this work for him. A sole proprietorship is an unlimited liability company and has no legal status.”
Pros and cons of private company
Establishment of Joint Stock Company
What is joint stock company
“Joint-stock company is a type of company in which the charter capital is divided into equal parts called shares and is established and exists independently. A joint-stock company must have a General Meeting of Shareholders, a Board of Directors and a Director (General Director), for a joint-stock company with more than eleven shareholders, there must be a Control Board.
Shareholders are only responsible for the debts and other property obligations of the company to the extent of the amount of capital contributed to the company, have the right to freely transfer their shares to others, the minimum number of shareholders is three and unlimited maximum number. Joint-stock companies have the right to issue securities to the public in accordance with the law on securities. Advantages and disadvantages of Joint Stock Company.”
Advantages and disadvantages of joint stock company
Establishment of Partnership Company
What is a partnership company?
“A partnership is a company in which there must be at least two general partners who are common owners of the company, in addition to the members of a partnership which may have capital contributors. Capital contributors are only liable for the debts of the company to the extent of the amount of capital contributed to the company. a partnership has legal status, the members have the right to manage the company and conduct business activities on behalf of the company, jointly bear the responsibilities and obligations of the company.
Capital-contributing members are entitled to share profits in proportion to the company’s charter, and general partners have equal interests when deciding on company management issues. The advantages and disadvantages of a partnership.”
Advantages and disadvantages of partnerships
Conditional business license
For enterprises operating in conditional business lines, in addition to the business registration certificate issued by the business registration agency, the enterprise is also granted a business license issued by the state management agency. specialized country in the relevant field level. For example:
+ In the banking sector : The State Bank shall grant operation licenses to banks and credit institutions;
+ In the field of securities : The State Securities Commission grants establishment and operation licenses to securities companies and fund management companies;
+ In the field of insurance: The Ministry of Finance grants establishment and operation licenses to insurance enterprises;
+ In the legal field : The Department of Justice issues operation registration certificates to law-practicing organizations;
+ In the field of notarization : The Department of Justice issues the operation registration certificate to the notary office;
+ In the oil and gas field: The Ministry of Industry and Trade issues the license to export and import petrol and oil;
+ In the field of civil aviation: The Ministry of Transport issues the license to operate the airport;
+ In the field of publishing: The Ministry of Information and Communications issues a license to establish a publishing house;
+ In the field of journalism: the Ministry of Information and Communications issues a license to print press, the Director of the Press Department issues a license to publish special issues and supplements.
The business licensing process for the above businesses is a process of scrutiny based on specific criteria applicable to the investor and implementing business as well as development needs or security requirements. national security in these areas.
Business licenses of enterprises operating in conditional business lines specifying the scope of activities of enterprises.