In this article, Viet My will give you an overview of newly established company procedures in 2024. More than 10 years of experience providing startup services and startup consulting in 63 provinces and cities nationwide. Above all, we understand that your business needs the most clarity and cost savings possible. So we will give you advice on how to prepare before starting a business, what to do after starting a business and all the important things about starting a business.

1. What is company formation?

Incorporation of a company or enterprise is an administrative procedure carried out by the founding members of a company at the business registration office to legally “establish” the company.

2. What documents are included in the company establishment documents?

According to Articles 21 and 22 of the Enterprise Law 2020, applications to establish a company can be of the following types:

When submitting applications, limited liability companies and joint stock companies must prepare the following documents:

• Business registration application;
• Terms and charter of the company
• List of members or shareholders of the company
• Copy of ID card and passport of the founder.
• List of authorized representatives (if any).
• Authorization letter from the Director for the person submitting the application if authorizing the guest to submit the application

3. Instructions for preparing documents for newly established companies

a. Prepare information before drafting company establishment documents

The information you need to prepare to complete the business registration declaration includes at least the following information: You must accurately identify yourself and enter accurate and complete information in the establishment documents.

Be prepared to find a company name that is legal, consistent and not similar to any other company registered in the country’s company and business registration system. If you choose to name your company, you must choose a company name that is unique and not prohibited by applicable company law. When naming a business, you should choose a business name that is simple, easy to remember, close to the services and products the business provides to customers, short and concise to leave a strong impression on customers. The first time you read it, the better. In this way, building a business brand and becoming known to many people becomes easier.

• Prepare a secure business address and allow business registration instead of where providing a prohibited business address. There is only a residential function here, there is no business registration function. Not in an apartment complex. If the apartment is not located in a commercial area, you will need to provide documents proving that the area has been approved for commercial registration.
• Prepare the necessary capital to register a company. Know the minimum and maximum capital to start a business. In normal lines of business, there is no limit below the upper limit on capital. However, some professions require legal capital such as the real estate industry, requiring a capital of VND 20 billion to allow registration of this profession.
• Please note that the deadline for fully contributing share capital is within 90 days from the date of issuance of the company registration certificate so that companies can avoid penalties. If after this deadline the company has not fully contributed its charter capital, it must adjust its charter capital to match the amount of capital actually contributed by the members.
• Prepare to elect legal representatives. The legal representative must have full legal capacity. The legal representative must be at least 18 years old and have experience and management skills in the field in which the company seeks to establish successful business operations. You can appoint a legal representative for your company.

b. Please select an industry to register your company

Business registration industries and professions are selected according to Appendix I and Appendix II of Decision No. 27/2018/QD-TTg dated July 6, 2018 of the Prime Minister on promulgating the Vietnamese economic industry code system. Male. Name valid from August 20, 2018.
When registering to establish a company, the company founder must select a level 4 economic industry in the Vietnam Economic Industry System and describe the nature of the business in the Company Registration Application.

In case an enterprise wants to register an economic industry as a more detailed level 4 economic industry, it must select a level 4 economic industry in the Vietnam Economic Industry System and clearly state the type of business. The company’s business units are listed directly under the fourth industry, but the company’s detailed business units must match the selected fourth industry. In this case, the company is only allowed to operate in the specified business field.

In case the detailed business field is not listed in Appendix II of Resolution 27, the detailed business field is recorded according to the business field specified in specialized legal documents.

In case the provincial business registration office receives a document from a competent authority confirming that the enterprise operates in a conditional industry or profession but does not fully meet the conditions prescribed by law, the business registration office shall Provincial-level businesses issue notices requiring businesses to conduct business in conditional industries and occupations. Temporarily suspend business with conditions, and notify relevant state agencies to resolve according to the provisions of law.

When carrying out the registration procedure to establish a limited company, readers should also pay attention to these instructions to prepare the establishment documents in the best way.

4. Procedures for new companies established in 2024

To successfully carry out newly established company procedures and ensure legal conditions, the company establishment procedures need to be carried out as follows:

4.1 Procedures to follow before establishing a company

a. You should choose the business form that best suits your actual situation.

Currently in Vietnam, if you want to establish a company, you need to choose 1 of the following 5 types of businesses:

• One member LLC
• LLC with 2 or more members
• Joint stock company
• Private enterprise
• Partnerships

b. Choose a name for the new company

You must decide on the name of the company you want to establish. The company name written in Vietnamese must have numbers, symbols, be pronounceable and must have at least two elements: type of company and proper noun. It is also important to write or display the company name on the company’s headquarters, branches or representative offices.
The company name in a foreign language is the Vietnamese name translated into the corresponding foreign language. When translating into a foreign language, the company’s proper name can be left unchanged or translated into a foreign language with an appropriate meaning.

c. Be prepared to choose your company headquarters address

Company address is your company’s contact and transaction location. Must be located within the territory of Vietnam and have an address determined by house number, street name, district, city, phone number, fax number, email (if any).
If your business location does not have a house number or street name, you must provide local confirmation that your address does not have a house number or street name along with your business registration documents.

d. Choose the appropriate business registration industry

Industry is one of the most important factors of every business activity and determines many other factors. You need to prepare all the business areas you want to enter and the business areas you want to operate in the future. After registering your profession, you can add another profession if you want to do another job.

e. Choose the appropriate level of company share capital

There are no minimum or maximum capital levels (except for professions requiring legal capital). However, the company founder must be responsible for the amount of share capital declared at the time of company registration.

f. Choose a qualified legal representative to run the company

The legal representative is the person responsible for all business activities of the company and represents the company in coordination with state agencies, individuals and other organizations to sign documents, procedure.

4.2 Procedures for new companies established in 2024

Step 1: Prepare company registration documents

Step 2: Submit documents to establish a company and pay the company information disclosure fee

Once you have prepared all the documents in Step 1, submit your business registration application through the National Business Registration Portal. Unlike before, the procedure for paying fees for publishing business registration information will be carried out in parallel with the procedure for establishing a company. Therefore, when a company receives a company registration certificate, company information will also be published on the National Company Registration Portal. Completion time: 3 working days.

Step 3: Issue Business Registration Certificate

After 3 working days, customers will receive a business registration certificate. However, currently 100% of certificate payments are made by mail, so due to the shipping process, it often takes customers longer to send the certificate.

Step 4: Engrave company lettering (round carpenter).

Step 5: Apply for a business license

Only applies to industries that require establishment conditions and sub-licenses such as: Transportation, tourism, restaurants, human resources leasing, education, medical care, construction, express delivery, etc.

4.3 Procedures that need to be followed after establishing the company

a. Open a bank account

After receiving the Company Registration Certificate, the company contacts a commercial bank in Vietnam or a foreign bank branch to open the company’s payment account.

b. Notice of seal sample

The company has the right to decide the quantity, form, content and model of the seal. However, unless otherwise stated in the articles of incorporation.

Each company has a uniform seal in content, shape and size. This means that companies can have as many seals as they like, but all companies must agree on a registered seal model.

c. Declare and pay license fees

The company is responsible for declaring and paying natural resources tax to the directly managing tax agency when starting business operations.

Enterprises and affiliated organizations must declare license fees no later than the end of the month of starting production and business activities.

Start-up enterprises that have not yet gone into production operations must declare license fees within 30 days from the date of issuance of the Certificate of Establishment or Certificate of Establishment Registration.

d. Register for tax for the first time

Currently, businesses only have to provide initial tax registration information on the Business Registration Declaration at the Business Registration Office of the Department of Planning and Investment. Instead of performing initial tax registration directly with the tax authority (local tax authority where the company is registered for business).

However, even after receiving the business registration certificate and notice of using sample seal, you still need to contact the tax authority directly to file your first tax return.

e. Hang company signs

Signs can be created horizontally or vertically, with the following size restrictions:

For horizontal signs, the maximum height is 02 meters (m) and the length must not exceed the width of the house facade.

For vertical signs, the maximum width is 0.1 meter (m) and the maximum height is 0.4 meters (m), but must not exceed the ground level where the sign is located.

5. Frequently asked questions about newly established company procedures

5.1 Where can I download the standard business establishment application form?

For the list of required documents for the company registration application, use the company registration application form in Appendixes I-1 to I-4 of Decree No. 01/2021/ND-CP. The list of uses is also specified in the appendix to this Decree.

5.2 Is there any difference in the application form for establishing a joint stock company?

In case a joint stock company has more than 11 shareholders or organizational shareholders exceed 50% of the total charter capital, the documents to establish a joint stock company include: Board of Directors of the company, Board of Supervisors.

5.3 Does establishing a company in Hanoi require temporary residence registration?

No, when establishing a company in Hanoi, even customers who do not require household registration in Hanoi still have the right to establish a company and do not need to submit temporary residence declaration documents in Hanoi.

5.4 In Hanoi, can an apartment building be chosen as a company headquarters?

Like other provinces and cities in the country, Hanoi does not use multi-family houses or collective houses to register to establish businesses.

5.5 Are the procedures for establishing a company in Hanoi different from other provinces?

Procedures for establishing a company in Hanoi comply with the provisions of the Company Law and relevant guiding documents, completely consistent with procedures of provinces and cities across the country. However, Hanoi is one of the provinces and cities that has successfully implemented electronic filing with 100% of company establishment documents in Hanoi submitted electronically.

Above is an article about newly established company procedures. VIET MY LAW AND ACCOUNTING always strives to provide the best legal services to customers. Based on research and profound experience, we advise and identify current legal issues that businesses are facing to provide optimal solutions for customers when starting business operations.