It is estimated that tens of thousands of new businesses are established in Vietnam every month. The need to learn about business establishment procedures is huge. In the article “What procedures are required to establish a company according to regulations?” below, Viet My Accounting will provide detailed instructions on the steps to carry out this procedure for all types of businesses.

1. Business registration situation nationwide in the first half of 2024

Recently, the world situation has continued to develop complicatedly, leading to strong impacts and influences on economic activities, investment and consumption globally, including our country. At the national level, production and business continue to face many difficulties and challenges. However, the Government and the Prime Minister have had drastic and timely policies and solutions to resolve the difficulties and problems of the business world and production and business activities. Therefore, despite many difficulties and challenges, the situation of starting a business and registering a business showed more positive signs in June 2023.

Enterprises re-entering the market: In the first 6 months of 2023, there were 113,550 enterprises entering and re-entering the market, down 2.9% compared to the same period in 2022, but still 1.2 times higher than the average level in the period 2018-2023. companies).

Newly registered enterprises

In the first 6 months of the year, there were 75,874 newly established companies, down 0.5% compared to the same period in 2022 and 1.1 times higher than the average level in the period 2017-2021 (67,371 companies). The registered capital of newly established companies in this period reached VND 707,457 billion, down 19.8% compared to the same period in 2022.

The total registered capital added to the economy in the first 6 months of 2023 was VND 1,666,115 billion, down 39% compared to the same period in 2022. There were 25,187 operating enterprises registering to increase capital in the first 6 months of 2023, down 6.6% compared to the same period in 2022, with the additional registered capital reaching VND 958,658 billion, down 48.1% compared to the same period in 2022. The average registered capital per enterprise in the first 6 months of 2023 reached VND 9.3 billion, down 19.4% compared to the same period in 2022.

There are 9/17 industries with an increase in the number of new enterprises compared to the same period in 2022, including: Education and training (+43.6%); Employment services, tourism, rental of machinery, equipment, supplies and other support services (up 21.9%); Arts, entertainment (+21.7%); Medical and social assistance activities (+21.3%); Accommodation and catering services (+11.3%); Other service activities (+8.9%); Wholesale, retail, repair of cars and motorbikes (+7.1%); Science, technology, consulting, design, advertising and other professional services (up 6.6%); Information and communication (+3.1%).

There are 8/17 industries with a decrease in the number of new enterprises compared to the same period in 2022, including: real estate activities (down 58.9%); agriculture, forestry and fishery (down 25.5%); Finance, banking and insurance (-14.2%); Production and distribution of electricity, water and gas (down 10.5%); processing and manufacturing industry (down 8.6%); Transportation and warehousing (down 7.6%); construction (down 4%); Mining (down 1.8%).

Newly established enterprises are mainly small (0 to 10 billion VND) with 69,590 enterprises (accounting for 91.7%, up 2% over the same period in 2022), of which the service sector accounts for 75.1%. Total number of newly established companies v In recent times, the world situation has continued to develop complicatedly and strongly affected global economic, investment and consumption activities, including the situation in our country. At the national level, production and trade activities continue to face many difficulties and challenges. Faced with this situation, the Government and the Prime Minister have issued drastic and timely instructions as well as many policies and solutions to remove difficulties and obstacles in production and business activities, the government and enterprises. Therefore, despite many difficulties and challenges, the entrepreneurial spirit and business registration situation have shown more positive signs in June 2023.

Companies are withdrawing from the market: In May 2023, the whole country recorded 11,304 companies withdrawing from the market, an increase of 7.8% over the same period last year. Specifically, the number of companies temporarily suspending operations was up to 5,364, an increase of 8.1%; The number of companies waiting for dissolution procedures was 4,717, an increase of 12.7% and the number of companies ceasing to exist was 1,223, a decrease of 8.7% over the same period last year.

We see that the business situation in the first half of this year is not very positive. The number of newly registered businesses is decreasing while the number of businesses withdrawing from the market is increasing. If you intend to establish a new business, consider carefully calculating the investment capital and carry out the business establishment procedures carefully and safely. Use the business establishment service of reputable companies.

2. What procedures are required to establish a company in 2024

What procedures are required to establish a company is something that everyone is interested in when registering a business. Businesses need to pay attention to new changes: The process of establishing a company/enterprise for most types of companies/enterprises according to the Company Law effective from July 2023 (Enterprise Law 2020)

2.1 Procedures before establishing a company

Before starting to prepare documents to establish a new business, the business owner and members should sit down together to discuss and fully determine the information related to the establishment of the business.

Choosing the type of business

The type of business is the first important factor that you need to pay attention to and master. Business owners need 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. Key factors that business owners should consider when choosing the right type of organization: taxes, liability, transferability, add-ons, substitutions, and commercial scale to attract other investors.

Choosing a business line

The business lines of the company dictate the areas of activity in which the company is allowed to operate, as well as what the company is allowed to display on the value-added tax invoice to the buyer. Therefore, you need to clearly define all the business areas in which the company will operate in the future.

Naming the company

The company name is a factor related to the identification, recognition, and branding of the company in the future.

When naming a business, it is best to have a short, memorable, easy-to-pronounce name that does not overlap or cause confusion with a previously registered business name (applicable nationwide). To determine whether your business name is similar to another company name, you can go to the “National Business Registration Portal” to search.

Determine the company’s headquarters address

Determine the company’s head office address.

The company’s head office is the company’s contact point in Vietnam, with a specified address including house number, alley, lane, street, road or village, commune, district, city, district. , district, city, city under central authority, telephone number, fax number, email (if any).

Determine the charter capital

Share capital is the capital contributed or committed by members and shareholders within a certain period (no more than 90 days from the date of issuance of the business license) and is recorded in the company’s charter.

Share capital is determined based on the total capital contributed by members/shareholders of the company.

It should also be noted that the annual business license fee that the company must pay is determined based on the company’s registered capital.

Determine the legal representative

After determining all of the above information, you need to determine who will be the company’s legal representative.

The legal representative is a person appointed by law or a competent public authority to represent the company in transactions such as signing contracts, signing tax records, etc.

Usually, the legal representative can be the director, general director, deputy director, deputy general director.

2.2 Details of the procedure for establishing a company in 2024

Documents for establishing a business

After preparing the necessary information, the person performing the procedure begins to draft and prepare the necessary documents. Depending on the type of activity and field of activity, the documents that need to be prepared will be different. Below are the common types of documents that most practitioners must prepare when establishing a new business:

• Application for company registration
• Company charter
• List of members/shareholders contributing capital
• Copies of members’/shareholders’ identification documents
• Investment registration certificate if the company has foreign capital
• Additional documents if the member/shareholder is an organization
• Authorization letter for an organization/individual to carry out the procedure of submitting the business registration dossier (if the person carrying out the procedure is not the legal representative)
• Other types of dossiers for conditional business lines

Submission of dossiers & announcement

Identify the affiliated registration agency (where the dossier is received). First, the project manager must understand which agency will receive your business establishment dossier. Typically, the dossier receiving agency is the business registration office of the local Department of Planning and Investment.

Submitting documents & paying the publication fee: The project manager brings the documents to the receiving agency to submit. In addition, you need to prepare money to pay the publication fee when submitting the documents.

Note: It is not necessary for the company’s legal representative to submit the request. The company’s legal representative can authorize another person to pay on their behalf. If this is a case of authorization, the authorized person must have a valid power of attorney (Article 12 – Decree 01/2021 on business registration).

Receiving the business registration certificate: After 03 working days from the date of receiving the documents, if the documents are valid, you will receive the business registration certificate. Posting a statement: The receiving agency will post the advertisement on your behalf if you have paid the advertisement fee in step 2 of this step.

Making a legal seal Designing a seal sample: Before proceeding with the seal engraving, you need to have a seal sample design. You can design it yourself or ask a third party or stamp engraving facility to design it for you.

2.3 Details of procedures after establishing a company

Enterprises operating in non-conditional fields after being granted a business registration certificate and seal can conduct business activities according to the provisions of Article 8 of the Enterprise Law.

However, according to the provisions of law, after being granted a business registration certificate, the company must perform the following tasks:

• Hang a signboard
• Register for a digital signature
• Register for a bank account
• Register for online tax declaration
• Register for VAT calculation method
• Conduct initial tax declaration with the tax authority within the prescribed time limit.
• Register and notify the use of electronic invoices
• Prepare full licenses for conditional business lines.

Finally, the project manager performs a number of other steps for conditional business lines to fully meet legal requirements such as applying for a food hygiene and safety certificate (manufacturing industry). food), decision to allow the establishment of schools (for the education sector)…

3. General procedures for establishing an online company

The online business registration portal is a portal for performing online business registration procedures for all individuals, organizations, and businesses in Vietnam.

The order and procedures for business registration are specifically regulated in Article 27 of the Enterprise Law 2020. Therefore, business registration is carried out at the business registration agency, including the following specific steps:

First, submit a business registration application

The business founder submits the application online through the National Business Information Portal using a public digital signature or using a business registration account.

Second, receive the company registration application

The business registration receipt will be sent directly by the Business Registration Office to the email address you used to register your business registration account.

Third, check the validity of the registration application and issue or refuse to issue a business registration certificate.

• For online business registration procedures, if the dossier is valid, the Business Registration Office will send a notice of valid dossier via email, stating the deadline for submitting the original dossier and the company code that needs to be issued to the company. Karma. The person carrying out the business establishment procedure prints the notice and submits the original business registration dossier to the one-stop agency of the Business Registration Office to receive the business registration certificate after half a day.
• The business registration agency checks and is responsible for the validity of the dossier when issuing the Business Registration Certificate; the company founder does not have to submit additional documents not specified in this Law.
• The Enterprise Law 2020 maintains a 3-day deadline for the business registration agency to receive, process the dossier and issue the business registration certificate. With this mechanism, the issuance of the business registration certificate depends on waiting for the tax authority to issue the business code, prolonging the time to carry out administrative procedures.

Above is the article “What procedures are required to establish a company?”. VIET MY LAW AND ACCOUNTING specializes in providing reputable business establishment services in Hanoi, implementing business establishment procedures with many legal supports on taxes, invoices, legal advice,… Customers needing a service quote, please contact us immediately according to the information.