To be able to establish a company smoothly and quickly, the company owner needs to understand the procedures to establish a company? The procedures to establish a company are not too complicated, but many individuals and organizations may not understand the process and procedures. To fully and quickly grasp the steps to establish a company. Please refer to the detailed procedures to establish a company in Viet My’s article below.
The Enterprise Law 2020 recognizes 05 types of businesses, including:
– Limited liability company (LLC) with 2 or more members;
– The LLC has one member;
– Joint stock company;
– Partnership company;
– Private company/enterprise.
When there is a need to establish a company, individuals/organizations first need to choose the appropriate type of business. To know which type of business to choose, you need to clearly understand the nature, characteristics and establishment conditions of each type of business.
The simplest way to choose is based on the number of members who will participate in establishing the company. If there is only one person participating, you can choose a private enterprise or a one-member LLC.
About the company name
According to Article 37 of the Enterprise Law 2020 guided by Decree 01/2021/ND-CP, when naming a company, organizations and individuals should note the following:
Location of company headquarters
Article 42 of the Enterprise Law 2020 stipulates that the company’s headquarters must be located on the territory of Vietnam, determined based on the administrative unit boundaries.
About charter capital
If choosing the type of joint stock company, partnership or limited liability company, the organization or individual needs to determine the amount of charter capital.
Joint stock company: Charter capital is the total par value of the shares sold or registered to buy when establishing the company.
Partnership or limited liability company: Is the total value of assets that the company’s members and owners have contributed or committed to contribute when establishing the company.
Business industry
The company is free to conduct business in industries and professions not prohibited by law. Accordingly, when establishing a company, organizations and individuals need to exclude industries and professions that current law does not allow to do business.
In addition, it is necessary to pay attention to industries that are restricted from investment and business and conditional business industries.
According to Articles 21, 22, 23 and 24 of Decree 01/2021/ND-CP regulating company registration documents for each type as follows:
| Numerical order | Type of business | Documents need to be prepared |
| 1 | Private enterprise/company | (1) Application for business registration; (Form Appendix I-1 issued with Circular 01/2021/TT-BKHDT)
(2) Copies of legal documents of individuals – private business owners. |
| 2 | Partnership company | (1) Application for enterprise registration (form Appendix I-5 issued with Circular 01/2021/TT-BKHDT);
(2) Incorporation Charter; (3) List of members; (4) Copies of the following documents: – Legal documents of individuals (company members are individuals); – Legal documents of the organization (company members are organizations); – Legal documents of the individual (authorized representative) and documents to appoint an authorized representative. For company members that are foreign organizations, copies of the organization’s legal documents need to be consularly legalized; – Investment registration certificate in case the company is established or participates in the establishment by foreign investors or is an economic organization with foreign investment capital according to the provisions of the Investment Law 2020 and other documents. implementation instructions. |
| 3 | LLC with two or more members | (1) Application for registration of a limited liability company with two or more members (form Appendix I-3 issued with Circular 01/2021/TT-BKHDT);
(2) Charter of a limited liability company with two or more members; (3) List of members of a limited liability company with two or more members (form Appendix I-6 issued with Circular 01/2021/TT-BKHDT); (4) Valid copies of authenticated documents of company members and authorized representatives of company members who are organizations: – For Vietnamese citizens: Citizen identification card or ID card or valid Vietnamese passport. – For foreigners: Foreign passport or a valid document that can replace a valid foreign passport. – For company members that are organizations: Company establishment decision or Enterprise registration certificate or other equivalent documents, company charter or other equivalent documents. (5) Copy of Investment Registration Certificate in case the company is established by foreign investors or is an economic organization with foreign investment capital; (6) Copy of the authorization document for the individual representing the organization as a member of the company; (7) Authorization document for the individual to submit the application and receive the results if not a legal representative. This authorization document is not required to be notarized or authenticated. |
| 4 | The LLC has 1 member | (1) Application for registration of a limited liability company with one member (form Appendix I-2 issued with Circular 01/2021/TT-BKHDT);
(2) Charter of a LLC with one member owned by an individual or Charter of a LLC with one member owned by an organization; (3) Copies of the following documents: a) Legal documents of the individual who is the legal representative of the limited liability company with one member; b) Legal documents of the individual (the owner of the company is an individual); Legal documents of the organization (the owner of the company is an organization (except in cases where the owner of the company is the State)); Legal documents of the individual who is the authorized representative and documents on appointment of the authorized company representative. For owners of LLCs with one member being a foreign organization, copies of the organization’s legal documents must be consularly legalized; c) Investment registration certificate in case the limited liability company has one member established by foreign investors or foreign-invested economic organizations according to the provisions of the Investment Law 2020 and guiding documents. implementation guide. (4) Authorization document for the individual to submit the application and receive the results if not a legal representative. This authorization document is not required to be notarized or authenticated. |
| 5 | Joint Stock Company | (1) Application for registration of a joint stock company (form Appendix I-4 issued with Circular 01/2021/TT-BKHDT);
(2) Charter of joint stock company; (3) List of founding shareholders of the joint stock company (form Appendix I-7 issued with Circular 01/2021/TT-BKHDT); (4) List of company shareholders who are foreign investors (form Appendix I-8 issued with Circular 01/2021/TT-BKHDT); (5) Copies of the following documents: – Personal legal documents (citizen identification card, ID card, passport or other legal personal identification documents) for founding shareholders and company shareholders if foreign investors is personal; Legal representative, authorized representative of founding shareholders and company shareholders if the foreign investor is an organization. – Legal documents of the organization (Decision to establish the company, Certificate of business registration or other equivalent documents) for company shareholders who are organizations and documents on appointment of representatives under authorization; For company shareholders who are foreign organizations, copies of the organization’s legal documents need to be consularly legalized; – Investment registration certificate for foreign investors according to the provisions of the Investment Law 2020. (6) Authorization document for the individual to submit the application and receive the results if not a legal representative. This authorization document is not required to be notarized or authenticated. |
Step 1: Prepare documents to register a company
Depending on the type of business the organization or individual wishes to establish, the company registration documents will be different.
Step 2: Submit documents to register to establish a company
Place to submit application
After completing the company registration application, the organization or individual needs to submit the application to the Business Registration Office at the Provincial Department of Planning and Investment where the head office is located. of the company.
Application form
Clause 1, Article 26 of the Law on Enterprises 2020 stipulates that organizations and individuals can choose one of the following three forms to submit their application:
– Submit application directly
– Submit application by mail
– Submit online application online.
Step 3: Pay the company registration fee
According to the provisions of Article 37 of Decree 01/2021/ND-CP regulating the method of payment of business establishment registration fees and charges. Accordingly, company registration fees and charges can be paid directly at the Business Registration Office or transferred to the account of that Business Registration Office or can use electronic payment services. .
Step 4: Receive Business Registration Certificate
In Clause 5, Article 26 of the Law on Enterprises 2020, it is stipulated that within 03 working days from the date of receipt of the application, the Business Registration Authority must be responsible for reviewing the validity of the application for establishment registration. company and issue business registration certificate; In case the dossier is not valid, the Business Registration Authority must notify the company founder in writing about the content that needs to be amended or supplemented. In case of refusal to register to establish a company, a written notice must be sent to the company founder and clearly state the reason.”
A business registration certificate will be issued if the following conditions are fully met:
– The registered business line is not prohibited by law;
– The company’s name is set correctly;
– Company registration documents must be valid;
– Pay all fees and charges according to regulations.
Step 5: Engrave the company seal
After obtaining the Business Registration Certificate, companies need to engrave the seal to use in transactions (or can use a digital signature to replace the seal).
According to Article 43 of the Enterprise Law 2020, companies have the right to decide the type, quantity, form and content of their company seal.
Step 6: Announce the content of the business registration
After completing company establishment procedures and being granted a Certificate of Enterprise Registration, companies need to announce the content of enterprise registration according to Article 32 of the Enterprise Law 2020.
Contents that need to be published include the contents of the Enterprise Registration Certificate and the following information:
– Business lines;
– List of founding shareholders; List of shareholders of the company who are foreign investors if it is a joint stock company (if any).
The publication deadline is 30 days from the date of publication.
Pursuant to Circular 47/2019/TT-BTC regulating fees and charges that organizations and individuals need to pay when carrying out procedures to establish a company, including:
| Numerical order | Name of fees and charges | Fee collection rate (VND/time) |
| 1 | Business registration fee | 50.000 |
| 2 | Information disclosure fee | 100.000 |
*Note: In case you register a business online or establish a company based on conversion from a business household, the above 2 fees and charges will be exempted.
Based on Article 9 of Decree 01/2021/ND-CP, the person establishing a company or company needs to submit 01 set of documents when carrying out company registration procedures.
Currently, the law does not have specific regulations on the amount of capital to establish a company. Companies can register charter capital as high or low as desired depending on the financial capacity of the organization or individual. However, with certain business lines, legal capital is required.
According to Clause 5, Article 32 of Decree 01/2021/ND-CP, the company founder or company can stop carrying out company registration procedures when the application has not been approved on the Information System. National news on business registration.
Pursuant to Clause 2, Article 18 of Decree 01/2021/ND-CP stipulating that in case the proposed name to register to establish a company is rejected, the company will have the right to sue the Business Registration Office according to administrative proceedings. main.
According to Article 186 of the Law on Enterprises 2020, a partnership company can receive new partners. However, in order to receive new partnership members, approval from the Board of Members is required.
Below are detailed procedures to establish a company in 2024 by VIET MY LAW AND ACCOUNTING. If you have difficulty establishing a company or other related issues, please contact us – a reputable and professional unit in this field.
Mr. Nguyen Thanh Phuc has more than 15 years of experience in business administration, consulting, legal support, tax and strategic consulting. Mr. Nguyen Thanh Phuc is a leading expert in the field of Law and Accounting in Vietnam, founder of the Viet My Law and Accounting brand, which has successfully franchised more than 30 branches nationwide. Viet My is the only Vietnamese brand reputable enough to franchise and succeed in the fields of Law and Accounting.
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