07/12/2023 11:25

Instructions on the order and procedures for registering to establish a private enterprise in Vietnam

Instructions on the order and procedures for registering to establish a private enterprise in Vietnam

I am planning to establish a private business, please guide me on the order and procedures for registering to establish a private business in Vietnam. Hai An – Ho Chi Minh City

Hello, Lawnet would like to answer as follows:

1. Conditions for carrying out procedures for registering to establish a private enterprise in Vietnam

- An enterprise is granted a Business Registration Certificate when it meets all of the following conditions:

+ Registered business lines and occupations are not prohibited from business investment;

+ The name of the enterprise is set in accordance with the provisions of Articles 37, 38, 39 and 41 of the Enterprise Law 2020;

+ Have valid business registration documents;

+ Fully pay the business registration fee according to the law on fees and charges.

- Electronic business registration documents are approved when all of the following requirements are met:

+ Have all the documents and the contents of those documents fully declared according to regulations, like paper documents, and expressed in electronic document form.

The name of the electronic document must correspond to the name of the document type in the paper file.

The person authorized to sign the application for business registration, members, founding shareholders, shareholders who are foreign investors, or other individuals signing the business registration application can use digital signatures. to sign directly on electronic documents or sign directly on paper documents and scan paper documents according to the formats specified in Clause 2, Article 43 of Decree 01/2021/ND-CP;

+ Business registration information declared on the national business registration portal must be complete and accurate according to the information in the paper documents; it includes information about the applicant's phone number and email;

+ Business registration documents via the electronic information network must be authenticated by the digital signature or business registration account of the person competent to sign the business registration request document or the person authorized by the person competent to sign the business registration application document to carry out business registration procedures.

In case of authorization to carry out business registration procedures, accompanied by the business registration dossier, there must be papers and documents specified in Article 12 of Decree 01/2021/ND-CP.

- Enterprises are not required to stamp business registration applications, resolutions, decisions, and meeting minutes in business registration documents. The stamping of other documents in the business registration application is carried out in accordance with relevant laws.

- Implementing agency: Business Registration Office - Department of Planning and Investment.

- Subjects registering to establish private enterprises: individuals, organizations, and business households.

- Results of implementing administrative procedures: Certificate of business registration/Notification of amendments and supplements to business registration documents.

2. Order and procedures for registering to establish a private enterprise in Vietnam

The Appendix issued together with Decision 885/QD-BKHDT stipulates the order and procedures for registering to establish private enterprises as follows: (provincial administrative procedures)

Procedure for registering to establish a private enterprise:

+ In case of direct registration or via postal service:

- Persons submitting business registration documents according to the provisions of Decree 01/2021/ND-CP shall submit documents to the Business Registration Office where the enterprise is headquartered.

- After receiving the business registration application, the Business Registration Office issues a Receipt of receipt of the application to the applicant. The Business Registration Office issues the Business Registration Certificate within 03 working days from the date of receipt of valid documents.

- In case the documents are not valid or the business name requested to be registered does not comply with regulations, the Business Registration Office will notify the business founder or enterprise in writing of the content that needs to be amended or supplemented within 3 working days from the date of receipt of the application.

+ In case of electronic registration using a public digital signature:

- The applicant declares information, downloads electronic documents, signs and authenticates business registration documents via the electronic information network, and pays business registration fees and charges according to the process on the national business registration portal (https://dangkylanhdoanh.gov.vn).

- After completing the submission of the business registration application, the applicant will receive a receipt of the business registration application via the electronic information network.

- In case the application meets the conditions for business registration, the Business Registration Office shall issue business registration and notify the business of the business registration. In case the dossier does not meet the conditions for business registration, the Business Registration Office sends a notice via electronic information network to the enterprise to request amendments and supplements to the dossier.

+ In case of electronic registration using Business Registration Account:

- The applicant uses the business registration account to declare information, download electronic documents, authenticate the business registration application via the electronic information network, and pay business registration fees and charges according to the process on the national business registration portal (https://dangkylanhdoanh.gov.vn). In case of authorization to carry out business registration procedures via the electronic information network using the Business Registration Account, the authorization document must have the contact information of the authorizer to authenticate the submission of business registration documents via the electronic information network.

- After completing the submission of the registration application, the applicant will receive a receipt for the business registration application via the electronic information network.

- The Business Registration Office issues business registration to businesses in case the application is eligible and notifies the business about the issuance of business registration. In case the dossier does not meet the conditions, the Business Registration Office will send a notice via electronic information network to the enterprise to request amendments and supplements to the dossier.

+ Announcement of business registration content

- The request for publication of business registration content is made at the time the enterprise submits its business registration application. The published content includes the contents of the Business Registration Certificate and information about business lines and professions.

How to register to establish a private enterprise:

The business founder or authorized person shall register the business with the Business Registration Authority in the following manner:

- Register your business directly at the Business Registration Office;

- Register your business via postal service;

- Register your business via an electronic information network.

Documents include:

- Register to establish a private enterprise:

+ Application for business registration.

+ Copy of personal legal documents for private business owners.

- In case of registering to establish an enterprise on the basis of conversion from a business household:

+ Application for business registration.

+ Copy of personal legal documents for private business owners.

+ Original business household registration certificate;

+ Copy of Tax Registration Certificate.

- In case of registering a social enterprise:

+ Application for business registration.

+ Copy of personal legal documents for private business owners.

+ Commitment to implementing the social and environmental goals of the private business owner (must have the signature of the private business owner).

- In case of registering to establish a social enterprise on the basis of conversion from a social protection facility, social fund, or charity fund:

+ Application for business registration.

+ Copy of personal legal documents for private business owners.

+ Commitment to implementing the social and environmental goals of the private business owner (must have the signature of the private business owner).

+ Decision permitting conversion into a social enterprise in writing from the competent authority that has issued the license to establish a social protection facility, social fund, or charity fund;

+ Establishment registration certificate for social protection establishments; establishment license and fund charter recognition for social funds and charity funds;

+ Copy of Tax Registration Certificate;

+ Document from the Investment Registration Authority approving capital contribution, share purchase, purchase of capital contribution from foreign investors, or economic organizations with foreign investment capital in cases where procedures for registering capital contribution, purchasing shares, or purchasing capital contributions must be carried out according to the provisions of the Investment Law 2020.

The person competent to sign the business registration request document can authorize other organizations and individuals to carry out business registration procedures:

+ In case of authorizing an individual to carry out business registration procedures, accompanying the business registration dossier must be a written authorization for the individual to carry out procedures related to business registration and a copy of the authorized individual's legal documents. This authorization document is not required to be notarized or authenticated.

+ In case of authorizing an organization to carry out business registration procedures, enclosed with the business registration dossier must be a copy of the service contract with the service organization performing procedures related to business registration, a letter of introduction from that organization to the individual directly carrying out procedures related to business registration, and a copy of the legal documents of the individual being referred.

+ In case of authorizing a public postal service provider to carry out business registration procedures, when carrying out business registration procedures, postal staff must submit a copy of the application form according to the form issued by the enterprise providing public postal services, with the postal staff's signature for confirmation and the person competent to sign the application for business registration.

+ In case of authorizing a postal service provider other than a public postal service to carry out business registration procedures, the authorization shall be carried out as in the case of authorizing an organization.

Number of records:

- 01 set.

Deadline:

- Within 03 (three) working days from the date of receipt of complete and valid documents.

Fees and charges:

- Business registration fee: 50,000 VND/time.

- Fee for publishing business registration content: 100,000 VND/time.

- Fee exemption for cases of electronic registration or establishment registration on the basis of conversion from business households.

- The person submitting the business registration application pays the fee for announcing the business registration content and the business registration fee at the time of submitting the business registration application. Business registration fees and charges can be paid directly at the Business Registration Office, transferred to the Business Registration Office account, or using electronic payment services. The business registration fee is not refunded to the business in the event that it is not granted business registration. In the event that the enterprise is not granted business registration, it will be refunded the fee for publishing the business registration content.

(Pursuant to Circular 47/2019/TT-BTC)

Name of application form and declaration form:

- Application for private enterprise registration: Download 

(Appendix I-1, Circular 01/2021/TT-BKHDT)

- Commitment to implementing social and environmental goals: Download 

(In case of registering to establish a social enterprise, see Appendix II-26, Circular 01/2021/TT-BKHDT).

Best regards!

Nguyen Ngoc Tram
32


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