Regulations on establishment of a limited liability company for trade and services
Regulations on establishment of a limited liability company for trade and services

You want to learn the Establishment of a limited liability company for trade and services so that you can come up with reasonable options and limit risks during the procedure. Below Viet My guides you through the steps to establish a service trading company so you can complete legal compliance procedures. Please join us to find out in this article!

1. What is a trading and service limited company?

Commercial and service business is a relatively new business field in Vietnam and has not been invested or developed much to maximize its potential. That is why the concept of a service business company is still quite new to many people, here the nature of a business company and a service company is the same, a service also provides this service. or another service, perhaps labor supply, for example.

2. Process of establishing a trading and service limited company

To establish a trade and service limited liability company, companies must prepare company registration procedures and follow the following process:

2.1 Documents to establish a trading and service limited liability company

– Business registration form.

– Company rules.

– List of members of limited liability companies with 2 or more members. List of founding shareholders and list of shareholders who are foreign investors in public companies.

– Copies of the following documents:

  • Legal documents for individuals, legal representatives of the company, documents to establish a limited liability company for trade and services (one shareholder); Personal legal documents for the company’s legal representative; Documents to establish a limited liability company for trade and services for limited liability companies with 2 or more members.
  • Separate legal documents for business owners who are individuals. Legal documents on organization for companies owned by organizations (except in cases where the company is state-owned).
  • Legal records of agents and Agent Appointment Documents Legal records of individuals for shareholders who are company members, founding shareholders and foreign investors who are individuals. Organizational legal documents for members, founding shareholders, shareholders who are foreign investors and organizations. Document of individual to authorized representative of member, founding shareholder, foreign investor or organizational shareholder and document appointing authorized representative.
  • In case the company owner is a foreign organization, copies of that organization’s legal documents must be consularly certified. For members and shareholders of foreign organizations, copies of the organization’s legal documents must be certified by a consular office.
  • Investment registration certificate of a company established by a foreign investor or foreign-invested trader in accordance with the provisions of the Investment Law and its guiding documents. Investment registration certificate if the company is established by a foreign investor or economic organization with foreign investment capital according to the provisions of the Investment Law and current administrative documents.

2.2 Procedures for establishing a limited liability company for trade and services

a. Step 1: Draft the Trade and Service limited liability company registration documents

To establish a trade and service limited liability company, the company must prepare complete business registration documents.

b. Step 2: Submit company registration application to the Ministry of Planning and Investment

Enterprises submit applications at the Business Licensing Office of the Department of Planning and Investment where the enterprise is headquartered. Then you have to wait 3-5 days to be granted a license to establish a limited liability company for trade and services. In case the dossier is not complete and valid, the Ministry of Planning and Investment will issue a written response.

c. Step 3: Carve the company seal

The company must have its own seal. Therefore, once a business has a tax code, it needs to engrave its seal as soon as possible. The shape of the seal is specified by the company but must contain all necessary information such as company name and procedures. After engraving the seal, post the seal sample publicly on the business registration portal.

d. Step 4: Announce the business registration content

The prescribed time limit for a company to disclose information about the established company is 30 days from the date of issuance of the business license. Specifically, after receiving the Business Registration Certificate, the enterprise shall post the business registration statement on the National Electronic Information Portal according to the order and procedures and pay the prescribed fee.

e. Step 5: Register to buy a digital signature

Businesses must not only register to declare taxes online, but also register to buy digital signatures online for tax purposes. Ask your bank to enable tax functionality for your company account. The company’s accountant will use the purchased account with a digital signature to make tax payments online according to the company’s regulations.

f. Step 6: Create a business bank account

The owner of a trading and service limited liability company registers to open a trading account for the company by bringing the registration certificate, seal and identity card to the bank. Then, follow the prescribed procedure and report your bank account number to the Department of Planning and Investment.

g. Step 7: Contribute capital to a trade and service limited liability company

A trade and service limited liability company can provide capital through reasonably priced assets, Vietnamese currency, foreign currency or intellectual property, business know-how, etc.

H. Step 8: Hang the company sign and note the value-added invoice

Businesses place their own signs and hang them for easy management. The size and shape of the sign is decided by the company, but the content must include the company name, address, phone number…

I will send a notice of claim to the competent management agency of the Trading and Services Company Limited. If allowed, please print and order invoices for proper use. In addition, businesses can buy and use invoices instead of printing them.

i. Step 9: Proceed to declare and pay taxes after opening

After establishing a trade and service limited liability company, the enterprise must declare and pay all taxes.

In addition, readers can refer to other business establishment procedures such as procedures for establishing a 100% foreign-owned company.

Procedures for establishing a limited liability company for trade and services
Procedures for establishing a limited liability company for trade and services

3. Procedures for making a legal seal when establishing a trade and service limited liability company

This is the final step of the process of establishing a trade and service limited liability company.

To create a company seal, bring a copy of your company registration certificate to the facility responsible for the company seal. Enterprises engrave the seal and send a seal sample notice to the Department of Planning and Investment, Business Registration Office or send a seal sample notice via the electronic network on

National electronic information portal. To announce the company seal sample, the notice must be accompanied by a valid copy of the decision, the decision of the company owner and the minutes of the board of members for private limited liability companies. For limited liability companies, boards of directors, joint stock companies, and trade union members with 2 or more employees, write the content, image, and number of seals.

After receiving the seal sample notice, the Enterprise Management Department will give a Receipt to the enterprise, post the enterprise’s notice on the National Business Registration Portal and issue a registration notice. Download information on company, branch and agency seal samples.

The company’s seal will be handed over to the state or city police station for registration check and the seal will be returned to the company. To receive the seal, the company representative must bring the business registration certificate (original) and present identification documents.

4. Some issues when establishing a limited liability company for trade and services

When establishing a company in the field of trade and services, the company must have a minimum amount of capital. This minimum capital is determined by the financial situation or paid-up capital of the particular company and, in some cases, also depends on the capital regulations of the particular industry. Commercial and service business fields are not in the fields that require share capital at the time of business registration. Therefore, when establishing a trade and service single-member limited liability company, there is no need for equity capital. If there is no specific capital and capital amount, that capital amount must be proven.

In addition to the minimum capital, the company must declare an appropriate charter capital according to the capabilities and regulations of each business field.

Enterprises that register for transactions without capital requirements can voluntarily declare initial capital depending on their financial ability and business aspirations.

When registering a company, the company requires capital, especially charter capital, and must register a minimum charter capital equal to or greater than the required charter capital. The company’s registered capital affects the annual license tax as follows: License tax: 3,000,000 VND annually for registered capital over 10,000,000,000 VND. License tax: 2 million VND/year if registered capital is less than 10 billion VND.

5. Frequently asked questions related to establishing a limited liability company for trade and services

5.1 What conditions must be met to establish a commercial service limited liability company?

Must fully comply with the prescribed conditions (name, capital, headquarters location, department, company owner)

5.2 Register to buy electronic digital signatures for trade and service limited liability companies?

Businesses must register to buy digital signatures online to declare taxes. Ask your bank to enable tax functionality for your company account. The company’s accountant will use the purchased account with a digital signature to make tax payments online according to the company’s regulations.

5.3 How to create a bank account for a trade and service limited liability company?

The owner of a trade and service limited liability company needs to bring the registration certificate, seal and identity card to the bank to register to open the company’s trading account. Then, follow the prescribed procedure and report your bank account number to the Department of Planning and Investment.

5.4 Contributing capital to a limited liability company for trade and services?

A trade and service limited liability company can provide capital through reasonably priced assets, Vietnamese currency, foreign currency or intellectual property, business know-how, etc.

5.5 Hanging company signs and announcing the issuance of value-added invoices for trade and service limited liability companies?

Businesses place their own signs and hang them for easy management. The size and shape of the sign is decided by the company, but the content must include the company name, address, phone number…

Above is the most useful information provided in the most complete form possible related to the procedures and process for establishment of a limited liability company for trade and services. For any questions related to this issue, please contact LUAT VA KE TOAN VIET MY.

5/5 - (1 vote)
Author

Nguyen Thanh Phuc

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.