The latest procedures for registration of the establishment of a joint stock company in Vietnam

Pursuant to Section 4, Annex II of Decision 1523/QD-BKHDT issued in 2020, the procedure for registration of the establishment of a joint stock company is as follows:

*** Implementation order:

* In the case of direct registration:

- The business founder or the authorized person shall submit the business registration dossier and pay the business registration fee at the Business Registration Office where the company's head office is located.

- Upon receiving the dossier, the Business Registration Office will issue a Receipt. If the dossier is complete and valid, the Business Registration Office will issue a Certificate of Enterprise Registration.

- If the Certificate of Enterprise Registration is refused, the Business Registration Office will notify the business founder in writing.

* In the case of online registration using a public digital signature:

- The legal representative shall provide information, upload electronic documents, and digitally sign the online registration dossier according to the process on the National Business Registration Portal (https://dangkykinhdoanh.gov.vn).

- After completing the submission of the registration dossier, the legal representative will receive an electronic Receipt of the registration dossier.

- If the dossier meets the requirements for issuing the Certificate of Enterprise Registration, the Business Registration Office will send the information to the tax authority to automatically generate the enterprise identification number. After receiving the enterprise identification number from the tax authority, the Business Registration Office will issue the Certificate of Enterprise Registration and notify the business about the issuance. If the dossier is incomplete, the Business Registration Office will send an electronic notification to the business requesting amendments or supplements to the dossier.

* In the case of online registration using a Business Registration Account:

- The legal representative shall provide information, upload electronic copies of personal identification documents on the National Business Registration Portal to obtain a Business Registration Account.

- The legal representative shall use the Business Registration Account to provide information, upload electronic documents, and authenticate the online registration dossier according to the process on the National Business Registration Portal (https://dangkykinhdoanh.gov.vn).

- After completing the submission of the registration dossier, the business founder will receive an electronic Receipt of the registration dossier.

- The Business Registration Office is responsible for reviewing the dossier and sending an electronic notification to the business requesting amendments or supplements if the dossier is incomplete. When the dossier meets the requirements for issuing the Certificate of Enterprise Registration, the Business Registration Office will send the information to the tax authority to generate the enterprise identification number. After receiving the enterprise identification number from the tax authority, the Business Registration Office will notify the business electronically about the issuance of the Certificate of Enterprise Registration.

- After receiving the notification of the issuance of the Certificate of Enterprise Registration, the legal representative shall submit a set of registration documents in paper form, along with the electronic Receipt of the registration dossier, to the Business Registration Office. The legal representative can submit the registration dossier in person at the Business Registration Office or send it by post.

- Upon receiving the paper dossier, the Business Registration Office will compare the contents of the dossier with the electronic dossier submitted online and issue the Certificate of Enterprise Registration to the business if the contents match.

- If the Business Registration Office does not receive the paper dossier within 30 days from the date of the notification of the issuance of the Certificate of Enterprise Registration, the electronic registration dossier of the business will no longer be valid.

- The legal representative is responsible for the completeness and accuracy of the paper dossier compared to the electronic dossier submitted online. If the paper dossier is not accurate compared to the electronic dossier and the submitter does not inform the Business Registration Office at the time of submission, it will be considered as falsifying the dossier and will be handled according to the provisions in Clause 1 Article 63 of Decree 78/2015/ND-CP.

*** Implementation method:

The business founder or the authorized person shall submit the business registration dossier directly at the Business Registration Office where the company's head office is located, or the legal representative shall submit the online registration dossier according to the process on the National Business Registration Portal (https://dangkykinhdoanh.gov.vn).

*** Document requirements:

Including:

1. Business registration application form;

2. Company charter (with full signatures of the founding members);

3. List of founding shareholders and foreign investors. List of authorized representatives for foreign shareholders who are organizations (with full signatures);

4. Valid copies of the following documents:

a) One of the personal identification documents specified in Article 10 of Decree No. 78/2015/ND-CP for cases where the business founder is an individual (specifically: For Vietnamese citizens: Citizen identity card or ID card or Valid Vietnamese passport; For foreigners: Foreign passport or valid substitute documents for foreign passports);

b) Establishment decision or Business registration certificate or other equivalent documents, one of the personal identification documents specified in Article 10 of Decree No. 78/2015/ND-CP for authorized representatives (specifically: For Vietnamese citizens: Citizen identity card or ID card or Valid Vietnamese passport; For foreigners: Foreign passport or valid substitute documents for foreign passports) and corresponding authorization documents for cases where the business founder is an organization;

c) Investment registration certificate for cases where the business is established or participated in by foreign investors or economic organizations with foreign investment capital according to the provisions of the Investment Law and guiding documents.

5. Valid copy of the license or approval document from the State Bank of Vietnam in the case of establishing a credit institution.

6. Original copy of the business registration certificate and valid copy of the tax registration certificate in the case of registering a business based on the conversion from a household business.

In case of authorizing someone to carry out the business registration procedure, the authorized person must submit a valid copy of one of the personal identification documents (specifically: For Vietnamese citizens: Citizen identity card or ID card or Valid Vietnamese passport; For foreigners: Foreign passport or valid substitute documents for foreign passports), along with:

1. Valid copy of the service provision contract with the organization providing services for the implementation of business registration procedures and introduction letter of that organization for the individual directly carrying out the business registration procedures; or

2. Authorization document for the individual carrying out the business registration procedures.

These documents do not need to be notarized or authenticated.

*** Number of sets: 01 set.

*** Processing time: Within 03 (three) working days, from the date of receiving a complete and valid dossier.

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

*** Subjects of administrative procedures: Individuals, organizations, household businesses.

*** Result of administrative procedures: Business registration certificate/Notification of amendment and supplementation of business registration dossier.

*** Fees:

- 50,000 VND/time, paid at the time of submitting the dossier if registering directly (Circular No. 47/2019/TT-BTC).

- Exempt from fees for cases of online registration, registration based on conversion from household business (Circular No. 47/2019/TT-BTC).

*** Name of application form, declaration form:

- Application for registration of joint stock company (Appendix I-4, Decree No. 122/2020/ND-CP);

- List of founding shareholders (Appendix I-7, Circular No. 20/2015/TT-BKHDT);

- List of foreign investors as shareholders (Appendix I-8, Circular No. 02/2019/TT-BKHDT);

- List of authorized representatives (of foreign shareholder organizations) (Appendix I-10, Circular No. 02/2019/TT-BKHDT).

***Requirements and conditions for performing procedures:

- The online business registration dossier is valid when ensuring the following requirements:

1. There are all necessary documents and the contents of those documents are fully declared according to regulations such as the dossier in paper form and converted to electronic documents. The name of the electronic document must correspond to the name of the type of document in the paper dossier.

2. The business registration information is entered fully and accurately according to the information in the electronic documents.

3. The online business registration dossier must be authenticated by a public digital signature or the Business registration account of the legal representative of the enterprise.

- The enterprise is granted a Certificate of Enterprise Registration when meeting the following conditions:

1. The registered business sector is not prohibited from investing and doing business;

2. The name of the enterprise is set in accordance with the provisions in Articles 38, 39, 40, and 42 of the Enterprise Law, noting some regulations such as: the name includes two elements (type + specific name); prohibitions in naming enterprises; the name of the enterprise in foreign languages and the abbreviation of the enterprise's name; identical names and confusing names.

3. There is a valid business registration dossier (with all corresponding documents for the type of enterprise as mentioned in the Composition of the dossier and the contents of those documents are fully declared according to legal regulations);

4. Payment of the full registration fee according to the legal regulations on fees and charges.

The above is the details of the procedures for registering the establishment of a joint-stock company according to the latest regulations.

Best regards!