Vietnam: What is the sample of the certificate of registration of a private enterprise? What documents do enterprises converted into a two-member limited liability company need to prepare?
- How is the form of the certificate of registration of a private enterprise regulated in Vietnam?
- How long does it take to process a dossier for establishing a private enterprise in Vietnam?
- What documents do enterprises converted into a two-member limited liability company need to prepare in Vietnam?
How is the form of the certificate of registration of a private enterprise regulated in Vietnam?
First of all, a private enterprise specified in Article 188 of the Law on Enterprises 2020 is an enterprise owned by an individual and is solely responsible with all his assets for all activities of the enterprise.
To establish a private enterprise, it must meet the provisions of Article 27 of the Law on Enterprises 2020, Article 188 of the Law on Enterprises 2020 and Clause 1, Article 189 of the Law on Enterprises 2020, including:
- Business registration lines are not prohibited from business investment.
- The company name does not coincide or cause confusion with the registered business name.
- Private business owners are individuals.
- Have the correct investment capital
According to the provisions of Article 21 of Decree 01/2021/ND-CP stipulating that in order to register an enterprise for a private enterprise, the owner of a private enterprise needs to prepare a dossier including:
- Application for business registration.
- Copies of legal documents of individuals for private business owners.
In particular, the application for registration of a private enterprise specified in Appendix IV-1 issued together with Circular 01/2021/TT-BKHDT includes the following contents:
- Business name
-Address
- Investment capital
- Business owner information
The certificate of registration of a private enterprise is specified in Appendix IV-1 issued together with Circular 01/2021/TT-BKHDT as follows:
Download the Private Enterprise Registration Certificate form here.
Vietnam: What is the sample of the certificate of registration of a private enterprise? What documents do enterprises converted into a two-member limited liability company need to prepare?
How long does it take to process a dossier for establishing a private enterprise in Vietnam?
According to Article 33 of Decree 01/2021/ND-CP stipulating the time limit for issuance of enterprise registration certificates, certificates of change of enterprise registration contents are as follows:
Article 33. Time limit for issuing enterprise registration certificate and certificate of changes to enterprise registration information
1. The Business Registration Office shall issue the enterprise registration certificate and certificate of changes to enterprise registration information, and update enterprise registration information on the National Enterprise Registration Database within 03 working days from the receipt of the satisfactory application.
2. If the application is not satisfactory or the enterprise’s name is not conformable with regulations, the Business Registration Office shall inform the enterprise or its founder of necessary revisions within 03 working days from the receipt of the application. The Business Registration Office must include every necessary revision to the application in a notification.
3. After the aforementioned deadline, if the enterprise registration certificate or certificate of changes to enterprise registration information is not issued or enterprise registration information on the National Enterprise Registration Database is not changed, or no notification of necessary revisions to the application for enterprise registration is received, the enterprise or its founder is entitled to lodge a complaint as prescribed by regulations of law on complaints and denunciation.
Thus, in case the registration dossier is valid, within 03 working days from the date of receipt of the dossier, the Business Registration Office shall issue an Enterprise Registration Certificate to the enterprise.
In case the dossier is not valid, within 03 working days from the date of receipt of the dossier, the Business Registration Office will notify in writing for the business owner to amend and supplement the dossier.
What documents do enterprises converted into a two-member limited liability company need to prepare in Vietnam?
In order to convert a private enterprise to a two-member limited liability company, it must satisfy the conditions specified in Clause 1, Article 205 of the Law on Enterprises 2020, including:
- The converted enterprise must fully meet the conditions specified in Clause 1, Article 27 of the Law on Enterprises 2020;
- The owner of the private enterprise undertakes in writing to take personal responsibility with all his assets for all outstanding debts and commits to pay the full amount of the debt when it is due;
- The owner of the private enterprise has a written agreement with the parties to the unliquidated contract that the converted company receives and continues to perform such contracts;
- The owner of the private enterprise undertakes in writing or has a written agreement with other capital contributors on the reception and use of existing labor of the private enterprise.
Pursuant to the provisions of Clause 1, Article 26 of Decree 01/2021/ND-CP on enterprise registration dossiers for cases of enterprise type conversion, the dossier of registration for conversion of an enterprise from a private enterprise into a two-member limited liability company includes:
- Application for business registration.
- Company charter.
- List of members for limited liability companies with two or more members; list of founding shareholders and list of shareholders who are foreign investors for joint-stock companies.
- Copies of the following documents:
+ Legal papers of the individual for the legal representative of the enterprise;
+ Legal papers of individuals for company members, founding shareholders, shareholders being foreign investors being individuals; Legal papers of the organization for members, founding shareholders, shareholders being foreign investors being organizations; Legal papers of individuals for authorized representatives of members, founding shareholders, shareholders being foreign investors being organizations and documents appointing authorized representatives.
For members and shareholders being foreign organizations, copies of legal papers of the organization must be consularly legalized;
- Written commitment of the owner of the private enterprise to take personal responsibility with all his assets for all outstanding debts and commit to pay the full amount of debt when due;
- Written agreement of the owner of the private enterprise with the parties to the unliquidated contract that the converted company receives and continues to perform such contracts;
- Written commitment or written agreement of the owner of the private enterprise with other capital contributors on the reception and use of existing labor of the private enterprise;
- Transfer contract or documents proving the completion of the transfer in case of capital transfer of a private enterprise; Donation contract in case of donation to the capital of a private enterprise; A copy of the document confirming the legal inheritance rights of the heir in case of inheritance in accordance with the provisions of law;
- A document of the Investment Registration Agency approving the capital contribution, share purchase, purchase of contributed capital of foreign investors, foreign-invested economic organizations in case of having to carry out procedures for registration of capital contribution, share purchase or purchase of contributed capital in accordance with the Law on Investment.
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