Establishing a company is one of the important steps that every business owner must perform before starting a business. Therefore, to learn about the procedures that need to be prepared before establishing a company, readers should read the following article with Ke Toan Viet My, the main content of which is about the procedures for applying for company establishment.

1. What is company establishment?

Company establishment can be understood from two different perspectives:

From an economic perspective: Company establishment is the process of fully preparing business conditions to establish an economic organization. Business entities need to prepare conditions such as name, head office address, machinery, equipment, personnel, charter capital, etc.

From a legal perspective: Company establishment is considered a legal procedure carried out by business owners at competent state agencies. These documents and procedures will be simple or complicated depending on the type of company that the business owner wants to establish.

Thus, it can be seen that establishing a company requires full preparation of economic conditions, location, field, personnel, equipment, capital and related legal documents. Legal procedures are intended to legalize business activities, but economic conditions are intended to help maintain and develop the company’s operations.

2. Conditions for establishing a company

To establish a business, the following basic conditions must be met:

• The legal representative and owner must be at least 18 years old and not be in the group of subjects prohibited from establishing a company.
• The business address must be a specified address and not in an apartment building
• The company name must not be duplicated or confused with the names of previously established companies.
• Charter capital: It is necessary to determine the capital level for business registration, this capital level is contributed by the owner and members, shareholders within a certain period of time according to the law.
• Determine the business line: the business line that the business owner wants to do business in must also be registered in accordance with the law and basic conditions related to that field.
• Determine the type of company: the business owner needs to choose the appropriate type of organization based on the criteria of legal responsibility, tax, capital mobilization, transfer, conversion and business scale.

3. Procedures for applying for company establishment in 2025

Step 1: Prepare the necessary information to prepare the business establishment profile

Before preparing the profile to establish a new company, the business owner and members need to discuss and fully determine the information related to the establishment of the company.

Specifically, in this stage, the business owner must perform the following tasks:

Choosing the type of business

The business owner needs to clearly understand the characteristics of each type of business to be able to identify and choose the type of business that best suits the development orientation of the company. Factors that the business owner needs to consider to choose the appropriate type of organization: taxes, legal liability, transferability, addition or replacement, business scale to attract other investors.

Choosing a business line

The business line of the enterprise will determine the business fields that the enterprise is allowed to operate as well as the items that the enterprise is allowed to display on the value-added tax invoice for buyers of goods.

Naming the company

The company name is an important factor related to the company’s identity and brand, so it is necessary to name the company in a concise, easy-to-remember, easy-to-pronounce and non-duplicated manner.

• Determine the company’s headquarters address, determine the headquarters address under the enterprise’s authority, the address must be clear and detailed.
• Determine members and shareholders

Members and shareholders are those who directly own the company since its establishment. The enterprise needs to list the shareholders, the amount of capital contributed and the capital contribution ratio

Determine the charter capital

The charter capital will depend on the ability of the enterprise’s shareholders to collect enough committed capital within the time limit prescribed by the state. This capital level is used to determine the business license tax.

Determine the legal representative

The legal representative must also meet the legal regulations of being 18 years of age or older and not belonging to the group of subjects prohibited from establishing a company.

Step 2: Draft and submit the company establishment dossier

After preparing the necessary information, the person performing the procedure proceeds to draft and prepare the relevant documents. Depending on the type of enterprise and business line, the enterprise dossier that needs to be prepared will be different. Below are the common types of documents that most business owners must prepare when establishing a new company:

– First, the application for company registration, the application for company registration is a document stating the content of the company registration request sent to the competent authority.

– Second, the company charter, the company charter is a document containing the content of the agreement between the members of the company or the founder of the company with the shareholders. The company charter must be drafted based on the legal framework to determine how to establish, operate and dissolve a company.

– Third is the list of members, shareholders contributing capital, the list of members needs to prepare a list clearly listing the members, shareholders and capital contribution ratio in the company.

– Fourth is a copy of the identity documents of members or shareholders contributing capital.

– Fifth is the investment registration certificate if the company has foreign capital contribution.

– Sixth is the additional documents in case the member or shareholder contributing capital is an organization.

– Seventh is the authorization document for the organization or individual to carry out the procedure of submitting the business registration dossier when the person carrying out the procedure is not the legal representative.

– Eighth are other types of dossiers for conditional business lines. For some conditional business sectors in our country, it is necessary to prepare documents to apply for related licenses such as food safety certificates for food-related sectors, import licenses for sectors operating related to imported products, some specific sectors such as medicine and law also require related practice licenses to be allowed to do business.

Step 3: Submitting documents and posting notices

At this stage, the enterprise needs to determine the following:

First, determine the affiliated registration agency, which will be the place to receive the enterprise’s documents. Normally, the agency receiving the documents will be the business registration office of the Department of Planning and Investment in the area where the enterprise is located.

Next, submit the documents and pay the notice fee. When submitting the documents, the applicant must prepare the complete documents mentioned above along with the notice fee to the state agency. However, submitting the documents does not necessarily require the legal representative to submit the documents, but can completely authorize another person to do it on his/her behalf.

Third, receive the business registration certificate. The business registration certificate will be returned to the business owner after 3 working days from the date of receiving the documents, in case the documents are valid.
Finally, the agency receiving the application will publish a notice for the enterprise about the enterprise information, field and enterprise owner, tax code.

Step 4: Make a company legal seal

To make a company legal seal, the enterprise needs to carry out the following steps:

• Design the seal, the seal model will be freely chosen by the enterprise owner, the type and shape of the seal that he wants or hire a third party to design the seal for him.
• The enterprise must engrave the seal, the company brings a copy of the business registration certificate and the seal design to the competent authority to engrave the seal and make the seal for the company.
• After preparing and submitting the design, the enterprise brings the original business registration certificate to the agency to receive the seal. The enterprise owner can also authorize another individual to do it on his behalf.

Step 5: Procedures after establishing a business

After establishing a business, the business owner needs to do the following:

– Hang a signboard at the registered company headquarters address, the company signboard must include information such as the company name, tax code, address. Regarding size, the signboard must be a maximum of 2m high, the length must not exceed the front of the house. This signboard must be hung from the time the company is established until the company moves or dissolves.

– Register for a digital signature, a digital signature is a new technology application that helps businesses sign electronic documents like normal signing and stamping. Digital signatures are also used in necessary cases such as signing electronic invoices, signing electronic tax declarations and signing electronic contracts.

– Register for a bank account, the bank account must be in the name of the business for use in cases such as electronic tax payment, receiving payments from customers or other transactions.

– Register for online tax declaration, enterprises proactively declare taxes through the electronic system of the tax authority so that the authority can grasp newly established enterprises and manage taxes.

– Submit declarations and business license tax, the business license tax rate will depend on the charter capital that the enterprise has registered.

– Register for value-added tax calculation method, enterprises conduct initial tax declaration registration with the tax authority within the prescribed time.

– Register and notify the use of electronic invoices with state agencies.

– Fully prepare business conditions for conditional business lines, this is something that business owners must prepare before starting a business.

Thus, to establish a company, it is necessary to fully prepare the economic and legal aspects before the law to do business legally.

The above is Ke Toan Viet My’s research on the most detailed procedures for applying for company establishment. Please contact VIET MY LAW AND ACCOUNTING immediately if you have any further questions about the process, procedures or documents that need to be prepared before establishing a company.