Company establishment documents in Ho Chi Minh City are extremely important and mandatory documents when establishing a company. If you have difficulty completing documents when establishing a business, please refer to the information below to get useful information when carrying out procedures to establish a business in Ho Chi Minh City.

1. How to establish a company?

The concept of establishing a company can be explained from two aspects

a. Economic perspective:

Establishing a company is understood as the process of fully preparing business conditions to form a business organization. Business owners need to prepare name, headquarters address, machinery, equipment, employees, seed capital, etc.

b. Legal perspective:

Establishing a company is a legal procedure that entrepreneurs submit to relevant state agencies. These documents and procedures can be simple or complex depending on the type of business.

2. What conditions are required to establish a company?

To establish a business, you need to ensure that the following conditions are met:

• Legal representative and owner: is a person of legal age or older, has a valid ID card, citizen identification card or passport and does not belong to groups prohibited from establishing a company.
• Business address: Has a unique address and is not located in a residential apartment.
• Company name: The company name must not be identical or confusing with the established company name (general application).
• Establishment capital: Determine establishment capital for business registration. Charter capital is the amount of capital contributed or owned by the owner, member or shareholder for a specified period of time (maximum 90 days from the date of issuance of the Business Registration Certificate) and is recorded in the company charter.
• Determine the business field: The business field you want to register must be legally licensed and your company must fully meet the conditions (if any) for that business field.
• Determine the type of business: Entrepreneurs must choose the right type of organization based on the criteria of liability, legal responsibility, transferability, supplementation, replacement and regulation. Company scale is to ensure the efficiency of the company’s business operations.
• Issues to pay attention to before drafting documents to establish a company in Ho Chi Minh City

3. Process, procedures and documents for establishing a company in Ho Chi Minh City

3.1 Company establishment documents in Ho Chi Minh City

a. Application for company registration

Company registration dossier is a document presenting the content of the company registration dossier (new business) to the competent authority (Business Registration Agency). The application form is specified in the guiding circular (the latest is Circular 01/2021/TT-BKHDT).

b. Company rules

A company charter is a document describing the content of agreements between members (for limited liability companies, partnerships) or between the company founder and shareholders and between shareholders (for with the partnership and shareholders) based on the current legal framework (company law, tax law, labor law, financial law, accounting, etc.) to determine how to establish, operate and resolve company effectively.

The content of the Company Regulations is specified in the main circular (Latest Circular on Company Registration 01/2021/TT-BKHDT).

c. List of Members and Investing Shareholders

Must prepare a list of investors (for limited liability companies) or list of shareholders (for public companies). This list briefly describes the information of each member/shareholder and their ownership stake in the company they want to register.

d. Copy of investor/shareholder’s identification documents

Once you have received your list, you must make a copy of one of the following documents for each member/shareholder. The selection of company members (shareholders) is decided by the board of directors, but the number of members and shareholders varies depending on the type of company.

Note: Identity card is valid for up to 15 years. Investment registration certificate if the enterprise has foreign investment elements

e. A valid investment registration certificate is required if a company successfully receives investments from foreign members or shareholders

f. Additional documentation if Sponsor/Member is an organization

In case the Capital Contributing Member is a domestic organization, a valid copy of the authorized representative’s identification documents must be submitted along with the Company Charter or Business Registration Certificate or other equivalent documents. Management of capital contributions and authorization documents from the owner to the authorized person.
In case the sponsoring member is a foreign organization, additional documents must be prepared as for domestic organizations but must be consularly legalized.

g. Power of attorney for the company or individual to carry out business registration procedures (if the person carrying out the procedure is not a legal representative)

In case the person performing the procedures is not the legal representative of the company, there must be a letter of authorization to represent and carry out procedures related to the file.

h. Other types of documents in conditional business fields

Many conditional business lines in Vietnam require businesses to prepare documents to apply for a special license. Food Hygiene and Safety License for the food industry, or Import-Export License for business activities related to import-export.

3.2 Procedures for establishing a company in Ho Chi Minh City

When applying to establish a company in Ho Chi Minh City, you need to prepare documents and follow the steps below.

a. Step 1: Prepare documents to establish a company in Ho Chi Minh City

Prepare the following basic information to record in the company establishment documents in Ho Chi Minh City: Company name, full headquarters address, representative name and other necessary information. If a company member is an individual, the following documents must be present: Notarized copies of the following documents issued by a competent authority (valid within 3 months): ID card/passport/citizen identification card ( Expired ID card has 15 years left, passport has 10 years left. If you are a member of a company that is an organization, you need to prepare an establishment decision, company registration certificate, production and business license and identity card, passport, permanent residence card, etc. of the company representative. business. (All documents must be notarized copies no older than 3 months.)

b. Step 2: Draft documents to establish a company in Ho Chi Minh City

Company establishment documents in Ho Chi Minh City in 2023 include:

Company establishment profile in Ho Chi Minh City. List of shareholders contributing capital in limited liability companies and list of founding shareholders in public companies. Articles of the Association by Ho Chi Minh Branch Type. And we have prepared the above documents (ID card/Passport/CCCD, Minutes of establishment/Business registration certificate/Business license) submitted by Viet My Luat.

c. Step 3: Submit application to establish a company in Ho Chi Minh City

Submit documents to prepare to establish a company in Ho Chi Minh City including step 2 documents, identity card, passport and citizen identification card to the Business Registration Management Department of the Ministry of Planning and Investment province/city.

d. Step 4: Receive the result as Business Registration Certificate

3-5 days after submitting application and approval. On the appointment date, if the nationwide competent authority returns the results and the company’s documents are in Ho Chi Minh City, the company’s legal representative or authorized person will come to receive them. The results of the Business Registration Certificate are complete and accurate.

e. Step 5: List the newly established business registration on the national portal

After the company establishment documents in Ho Chi Minh City are valid and the company is granted a company registration certificate by the State, the company must complete procedures for publishing company registration information according to regulations on the Registration Portal. state signature. The disclosed content includes information such as company registration details and business details.

Readers can refer to our law firm establishment procedures!

4. Things to note when filing documents to establish a company in Ho Chi Minh City

a. Company establishment address in Ho Chi Minh City

The company’s headquarters address will be the company’s contact point in Vietnam. The business address is determined to include the house number, alley, alley, nook, road, street or village, small village, town, district, parish, district, urban area. , city, … province, city, province, centrally run city. Phone number, fax number, email (if any).

When using the company establishment service in Ho Chi Minh City, you only need to enter the company address and provide all of the above information to be accepted. If the company address is located on a residential/non-commercial floor of an apartment building, it will not be accepted. After that, you can order the company address from relatives and friends back home.

b. Name the company when establishing a company in Ho Chi Minh City

• When naming a company in Ho Chi Minh City, it includes two components: company type + company name.
• The name of the company type is written as “limited liability company” or “limited liability company”, “joint stock company” or “limited partnership”, “joint stock company”, “corporation”. private company” or “private company”. Second element: Personal names are written with Vietnamese letters F, J, Z, W, numbers and symbols.
• The company name does not have to be written in Vietnamese, just having the Vietnamese alphabet is enough. The company name is written in Vietnamese Latin letters, so you can enter the company name in Vietnamese or English letters or abbreviations. As long as it’s in writing.

c. How to declare company charter capital in Ho Chi Minh City

At the time of business registration, the registered capital of a Ho Chi Minh City company is the total number of assets donated, donated, or pledged by the owner as registered in the company’s charter of establishment. Franchise capital must be declared based on the actual size of the company, because the liability of the company founder is limited to the declared capital.

The last important point is that if the company founder claims to have a registered capital of 2 billion but actually does not have a registered capital of 2 billion, then business obligations arise and the company founder does not have registered capital. 2 billion VND means responsibility. Released a billion years ago.

d. Pay license fee according to initial registered capital

If a company with registered capital of over 10 billion registers with a government agency, the annual license fee is 3 million. For companies with registered capital of 10 billion or less to register with a government agency, the license fee is 2 million per year.
If the business registration certificate is issued from January 1 to June 30, the business must pay license tax for one year.
If a company’s certificate of incorporation is issued by a government agency between July 1 and December 31, the company must pay registration and license taxes payable for half a year.

e. Register a business unit when establishing a business in Ho Chi Minh City

One thing to clarify when registering a business is whether the business line you want to operate belongs to the group of normal business lines or the group of conditional business lines. If you are registered as a general practitioner, you do not need to meet any conditions to continue to be registered as a general practitioner. If you are registered in a conditional business type, you must meet all the conditions allowed for that business type before or after registering the company.

5. Frequently asked questions when filing documents to establish a company in Ho Chi Minh City

5.1 Where to submit documents to establish a company in Ho Chi Minh City?

Company establishment documents will be submitted to the Business Registration Office – Department of Planning and Investment where the business is registered in Ho Chi Minh City.

5.2 Can a business have the same name as another business?

No, the company name is unique and must be different from an existing valid company name

5.3 Do I need a degree when starting a business?

According to current company law, to simplify company registration procedures, the Commercial Register does not require companies to prove relevant qualifications. However, depending on the type of industry, when starting production and business activities, it is necessary to prove qualifications related to business activities. For example, fields such as veterinary medicine, education, construction

5.4 If your household registration is in the province, you can establish a company in the city. Is it possible in HCM?

According to the Enterprise Law 2020, Vietnamese people residing in these provinces and cities are allowed to establish businesses in other provinces and cities.

5.5 Is it possible to set up a company’s headquarters in an apartment or private house?

If you want your home address to be your company’s registered office, you will need to prove that your home has a commercial or office function. You can use your home address as your company’s registered office. Just enter your house number.

Above is the entire consulting content of VIET MY LAW AND ACCOUNTING on company establishment documents in Ho Chi Minh City. To get off to a smooth start in your business, your documents need to be complete and accurate so you don’t waste time sending them back. If you have any questions, please contact the company directly for quick answers.