The service for establishing an enterprise in Vietnam is a service that is provided by Vinasc Group to consult and carry out procedures to establish a Vietnamese enterprise with 100% Vietnamese capital. These services help clients prepare all necessary legal procedures for an organization to be able to operate in accordance with the law.
Vinasc Group is a unit specializing in providing company formation services in Vietnam, with many years of experience in this field, Vinasc Group is confident to bring customers the most professional, fast and effective service.
- SERVICE PROVISION PROCESS AT VINASC:
II. SPECIFIC RESULTS
- Enterprise Registration Certificate (ERC);
- Tax authority confirmation;
- Enterprise’s
III. DETAILED INSTRUCTIONS
- Type of enterprise:
Based on the Enterprise Law, depending on business needs, one can choose the appropriate enterprise type in accordance with the actual conditions of each person, including: Single-member Limited Liability Company; Multi-member Limited Liability Company; Joint Stock Company; Partnership Company; Sole Proprietorship.
Distinguish different types of enterprise:
| Criteria | Single-member Limited Liability Company | Multi-member Limited Liability Company | Joint Stock Company | Partnership Company | Sole Proprietorship |
| Legal entity status | Yes | Yes | Yes | Yes | No |
| Number of members, shareholders, and capital mobilization capability | Only 01 member (can be an individual or an organization) | From 02 to 50 members, who can be organizations or individuals | The minimum number of shareholders is 03 and there is no limit on the maximum number. | There are at least 02 members who are co-owners of the company, doing business together under a common name and may have additional members contributing capital (limited partners). | Owned by a single individual |
| Liability for property obligations | Bear liability for the company’s debts and other property obligations within the scope of the company’s charter capital | Bear liability for the company’s debts and other property obligations within the scope of the capital contributed to the company | Shareholders are only liable for the company’s debts and other property obligations within the scope of the capital contributed to the company. | – General partners must be individuals and bear unlimited liability with their entire personal assets for the company’s obligations.
– Capital-contributing members (Limited partners) can be organizations or individuals and are only liable for the company’s debts to the extent of the capital they have pledged to contribute to the company. |
The owner of a sole proprietorship bears full liability with all of their personal assets for all activities of the enterprise. |
| Capital transfer | Transfer all or a portion of the contributed capital to others in accordance with the law | Transfer all or a portion of the contributed capital to others in accordance with the law | – Within the first 3 years, transfers are only allowed to the founding shareholders. If one intends to transfer to others, the consent of the other founding shareholders must be obtained.
– After 3 years, transfers can be made to anyone. |
– A general partnership member does not have the right to transfer their capital, except with the consent of the other general partnership members.
– A capital-contributing member (Limited partners) has the right to transfer their contributed capital to others. |
Lease or sell the sole proprietorship |
| The right to make decisions on important matters | Owner | The ultimate decision-making authority rests with the Board of Members. | The highest authority lies with the General Meeting of Shareholders. | The Board of Members has the authority to make decisions on all business activities of the company. However, all decisions must be approved by a majority of the general partnership members. | As a sole proprietorship owner, one has full authority to make decisions regarding all business activities of the enterprise. |
In practice, the Limited Liability Company (LLC) and Joint Stock Company (JSC) types are commonly chosen by the majority of domestic investors due to their characteristics that are suitable for business needs in Vietnam.
- Proposed enterprise name:
2.1. The Vietnamese company name consists of two components: Enterprise Type + Proper Name. In which, the proper name is written using letters in the Vietnamese alphabet, the letters F, J, Z, W, numbers, and symbols.
Examples: ABC Limited Liability Company; XYZ Joint Stock Company, …
2.2. Company Name must not be identical or confusingly similar to the names of previously established companies.
We will consult and look up the name of the company you intend to establish.
- Charter capital: Currently, there is no minimum or maximum required charter capital stipulated by law. The determination of the charter capital for registration depends on the investor’s needs, but it must comply with the legal requirements regarding the registered amount, deadlines, and procedures for capital contribution.
However, certain industries may have specific capital requirements (minimum registered capital). We will provide information if the industry you intend to invest in falls under the category of requiring minimum registered capital.
- Information of the investor; Capital Contributor:
You can send a photo of one of the following legal documents for us to prepare your dossier.
– For individual investors/capital contributors: Copy of one of the following documents:
- ID Card/Passport;
– For organizational investors/capital contributors:
- Decision on establishment/ Enterprise Registration Certificate (ERC)/ Investment Registration Certificate (IRC) or other equivalent documents and legal personal identification documents of the representative according to the authorization to manage the capital contribution, the authorization letter of the owner to the authorized person (if any).
During the process of preparing the dossier by Vinasc, you will also need to prepare and provide notarized copies of the above types of documents.
- Information of the legal representative:
Similar to the investor; capital contributor in section 4.
If the investor, capital contributor is also the legal representative, then there is no need to provide the information again.
- 6. Registered Business Address: The company must have a registered business address that is clearly defined and not located in a residential condominium.
Note: To be considered valid, the registered business address must be supported by the following legal documents: Lease Agreement (A legally binding contract between the company and the owner of the premises, outlining the terms and conditions of the lease.); Purpose of Use Certificate (A document issued by the project developer (if applicable), confirming that the premises are designated for commercial use and not for residential purposes.)
- Expected Business Lines: Businesses can be registered in all industries that are not prohibited by law. However, the business must meet all the conditions for conditional industries.
- Email: You should register an email for the company you intend to establish.
- Phone Number: You should register a phone number for the company you intend to establish.
*Comprehensive List of Required Documents
| No. | Required documents | Implementer | ||
Customer (1) |
Vinasc Group (2) |
Vinasc Group handles on behalf of clients (3) | ||
| 1 | – For individual: Notarized copies of one of ID Card/Passport – For organization: Notarized copies of Decision on establishment/ Enterprise Registration Certificate/ Investment Registration Certificate or other equivalent documents and legal personal identification documents of the representative according to the authorization to manage the capital contribution, the authorization letter of the owner to the authorized person (if applicable). |
X | X | |
| 2 | Application for Enterprise Registration Certificate: 1. Application for establishment of an enterprise 2. Company charter 3. List of members/ List of shareholders (if applicable) 4. Power of attorney |
X | ||
| 3 | Enterprise seal | X | ||
| 4 | Documents for Opening a Bank Account: 1. Bank Account Opening Application 2. Commitment Letter 3. Electronic Tax Filing Service Registration 4. Agreement (if applicable) |
X | ||
(*) According to the procedure, the customer is responsible for completing the documents in column (1), and Vinasc will be responsible for completing the documents in column (2).
(*) In some cases, if the customer has difficulty preparing the documents, Vinasc can complete the documents in column (3) on their behalf. However, in this situation, we must examine each specific case and the following issues may arise:
– Additional document preparation costs (these costs will vary depending on the government agency and the legal regulations in Vietnam at each stage)
– Additional time required to prepare these documents
(*) During the preparation process, the customer should send a scanned copy of all the above documents in advance so that we can prepare the documents in a timely manner.
(*) In some special cases, the government agency may request additional information to supplement the documents.
- RISK WARNING
Based on the provisions of Article 46 of Decree 122/2021/NĐ-CP on administrative penalties in the field of planning and investment:
- A fine of VND 50,000,000 to VND 100,000,000 shall be imposed on an enterprise that operates without registration. At the same time, the enterprise shall be obliged to register its establishment.