Procedure of enterprise establishment in 2022: From A - Z

It is estimated that thousands of new enterprises are established every day. Therefore, the demand for studying the procedure for enterprise establishment is very huge. LuatVietnam shall guide in details all the steps in this procedure for all types of enterprises.

1.  Steps for procedures of enterprise establishment 

1.1 Choose type of enterprise

The Enterprise Law now approves 05 types of enterprises as follows:

- Limited liability company with two members and more;

- Single-member limited liability company;

- Joint-stock companies;

- Partnerships;

- Sole proprietorship. 

Individuals and organizations shall choose the suitable type of enterprise when having demands. It is necessary to understand the nature, characteristics, and conditions of each type of enterprise when choosing the enterprise types.

The simplest method depends on the number of members who join in establishing enterprises. A sole proprietorship or liability limited company is the priority for the enterprise with one member.
(See more: Types of enterprise in Vietnam)

1.2 Define name, place of headquarter, charter capital, business lines

1.2.1 Name of enterprise 

In accordance with the Article 37 of the Enterprise Law 2020, which is guided by the Decree No. 01/2021/ND-CP, organizations, and individuals must pay attention to the factors when naming the enterprise as follows:

• The Vietnamese name of an enterprise must consist of two components:  Type of enterprise and proper name;
• Using a name that is identical or confusingly similar to the name of a registered enterprise;
• Using the name of a state agency, political organization, socio-political organization...for naming the enterprise;
• Using words or symbols that contravene historical traditions, culture, ethics, and fine customs of the nation... 

1.2.2 Head offices of enterprises 

Article 42 of the Enterprise Law 2020, the head office of an enterprise must be located in Vietnam’s territory and shall be identified by the geographical boundary.

1.2.3 Charter capital

Organizations and individuals must define the charter capital when choosing the type of enterprises which are joint-stock companies, partnerships or liability limited.

• For joint-stock companies: Charter capital of a joint-stock company is the total par value of sold shares or register to buy at the time of company establishment.
• For partnership or liability limited company: The total value of assets which the members and owners of a company have contributed or committed to contributing upon establishment.

Pursuant to: Clause 34, Article 4 of the Enterprise Law 2020.

1.2.4 Business lines

Enterprises are free to do business in business lines that are not prohibited by law. It means that enterprises, organizations and individuals must exclude the business lines which are prohibited by law provisions.

Besides, it is necessary to pay much attention to the business lines which are restricted for investment and other conditional business lines.

1.3 Prepare enterprise registration dossier 

In accordance with Articles 19, 20, 21, 22 of the Enterprise Law 2020, each type of enterprise shall have a different business registration dossier. In particulars:

1.3.1 Registration dossier for a sole proprietorship

• A written request for business enterprise registration
• Copy of the legal paper of the owner of the sole proprietorship

1.3.2 Registration dossier for a partnership 

• A written request for business enterprise registration
• The company charter;
• List of members;
• Copy of the legal paper of each individual member;
• Copy of the investment registration certificate, for a foreign investor.

1.3.3 Registration dossier for a limited liability company

• A written request for business enterprise registration
• The company charter;
•  List of members;
• Copies of:
  • Legal papers of individual members and at-law representatives;
  • Legal paper of the institutional member, and a document on appointment of the authorized representative; or legal paper of the authorized representative of the institutional member
• For a foreign institutional member, a copy of its legal paper shall be consular legalized. The investment registration certificate for a foreign investor.

1.3.4 Registration dossier for a joint-stock company

• A written request for enterprise registration.
• Company charter.
• List of founding shareholders; list of shareholders being foreign investors.
• Copies of:
  • Legal papers of individual founding shareholders and shareholders being foreign investors, and of at-law representatives;
  • Legal paper of the institutional shareholder, and a document appointing the authorized representative; legal papers of authorized representatives of institutional founding shareholders and shareholders being foreign investors.
• For a foreign institutional shareholder, a copy of its legal paper shall be consularly legalized; The investment registration certificate for a foreign investor.

Besides, you can contact LuatVietnam Via 1900.6192 for composing Forms or regulations, support in filling the Forms of list of shareholders, members in joint-stock companies, liability limited companies

1.4 Submission of the enterprise registration dossier 

1.4.1 Place of submission 

After finishing all the enterprise registration dossiers, organizations and individuals need to submit the dossier to:

The Business Registration Division of provincial-level Departments of Planning and Investment of the locality where the new company’s head office is based.

1.4.2 Form of submission 

In accordance with the Clause 1, Article 26 of the Enterprise Law 2020, organizations and individuals can submit the business registration dossiers in any of the following ways:

• Directly at the business registration agency; 
• Via postal service
• Via the electronic communication network 

1.5 Payment of enterprise registration fee 

 One of the important steps in the procedure of enterprise establishment in 2022 is the payment of the enterprise registration fee beside the submission of the enterprise registration dossier.

In accordance with the Clause 7, the Decree No. 01/2021/ND-CP, enterprise registration charges and fees may be paid directly at business registration divisions or transferred into the accounts of business registration divisions or paid using the e-payment service. 

Fees and charges:

Pursuant to the Circular No. 47/2019/TT-BTC, the enterprise registration charges and fees must be paid in the procedure of enterprise establishment including:

No.	Name of fees and charges	Fee and charge rate (VND/time)
1	Fees for enterprise registration	50,000
2	Announcement fees of contents	Announcement fees of contents

*Note:  Enterprises conducting enterprise registration via electronic networks and enterprises converted from household businesses are exempted from fees for enterprise registration.

1.6 Receive the Enterprise registration certificate

In accordance with Clause 5, Article 6 of the Enterprise Law 2020, Within 3 working days after receiving an enterprise registration dossier, the business registration agency shall check the validity of the dossier and grant an enterprise registration certificate.

The enterprise registration certificate shall be granted if satisfying the conditions as follows:

• The business lines are not prohibited;
• Enterprise name is legal in accordance with legal provisions;
• Valid dossier;
• Pay full fees and charges in accordance with law provisions.

1.7 Seals of enterprises

After receiving the enterprise registration certificate, companies must have a seal made for transactions (a seal in the form of a digital signature).

In accordance with Article 43 of the Enterprise Law 2020, an enterprise may decide on the type, quantity, shape and content of seals of the enterprise.

Note: In previous regulations, the Enterprise Law 2014, enterprise’s regulations must make the procedure in making seals of enterprise public in National Electronic Information Portal on enterprise registration. However, the Enterprise Law 2020 annuls these regulations. Therefore, enterprises no longer carry out the procedure for announcing the seals of enterprises. 

1.8 Announcing contents of business registration

After finishing the procedure of enterprise establishment and being issued the Enterprise registration certificate, enterprises shall announce the contents of enterprise registration in accordance with the Article 32 of the Enterprise Law 2020.

1.8.1 Contents of announcement

Include the contents in the Enterprise registration certificate and other information as follows:

- Business lines;

- List of founding shareholders and shareholders being foreign investors (if any), for a joint stock company.

1.8.2. Time of announcement 

The period of the public announcement is 30 days 

2.  Some problems in the procedure of enterprise establishment

2.1 How much capital is needed to establish an enterprise?

The Enterprise Law currently has no restriction on the enterprise’s capital. Enterprises can register the high or low charter capital by themselves. However, some business lines must have requirements on charter capital.

2.2 Can be the procedure for establishing enterprises authorized?

The Article 12 of the Decree No. 01/2021/ND-CP allows the authorization for carrying out the procedure of enterprise establishment, within that:

- In case of authorizing an individual: Must have an authorization document;

- In case of authorizing an organization: Must be accompanied by a copy of the service provision contract:

- In case of authorizing a non-public postal service-providing unit Must be accompanied by a copy of the service provision contract:

- In case of authorizing a public postal service-providing enterprise: Must have a copy of the service provision contract, and the organization’s letter of introduction for an individual to directly carry out enterprise registration-related procedures.

2.3. Can the enterprise register condominium apartments as the headquarter?

Clause 11, Article 6 of the Housing Law 2014 prescribes that “Using condominium apartments for non-residential purposes” is a prohibited act.

Therefore, organizations and individual must not use condominium apartment as headquarter. 

A fine ranging from VND 20 - 40 million for the violation of regulations (in accordance with Point e, Clause 1, Article 70 of the Decree No. 16/2012/ND-CP).

2.4 How to write the business lines in the enterprise registration dossier?

In accordance with Clause 1, Article 7 of the Decree No. 01/2021/ND-CP, organizations and individuals shall select a level-4 industrial sector in the Vietnam Standard Industrial Classification system for writing as a business line in the enterprise registration request.

Please call LuatVietnam via 1900.6192 for further support in writings of business lines. 

3. LuatVietnam supports the procedure for enterprise establishment in the fastest way 

Launched in 2000, LuatVietnam is known as the most popular tool for searching legal documents’ utilities. Currently, LuatVietnam is developing with the service of supporting enterprises in the operation life-cycle, the procedure of enterprise establishment is the first step. 

With the group of legal specialists and lawyers, LuatVietnam shall support customers with the procedure of enterprise establishment, in particular:

- Consultation on choosing the suitable enterprise forms with the conditions and demands of organizations and individuals;

- Consultation on naming enterprises in accordance with law provisions, supports in searching whether a name which is identical or confusingly similar to the name of a registered enterprise; 

- Supply with forms of Applications and Documents that are necessary to finish the dossier of procedure enterprise registration; detailed guidance on filling;

- Make procedures for enterprise establishment in the fastest way. In accordance with law provisions, the time for enterprise registration is within 03 working days after receiving an enterprise registration dossier, but the time may be longer because of the large amount of enterprise registration dossiers in localities. However, customers will be supported with the fastest procedures and optimal costs when using LuatVietnam’s service; 

- Support to make the online procedure of enterprise establishment in the National Business Registration Portal.  

If you have more demands on studying the LuatVietnam's service of procedure of enterprise establishment, please call 1900.6192 for further support.