The Decree No. 01/2021/NĐ-CP of Vietnam’s Government on enterprise registration, replacing the Decree No. 78/2015/NĐ-CP, officially takes effect from January 04, 2021. In order to assist Customers and Members to easily search and apply, LAWNET would like to summarize regulations on application for each type of enterprise according to the latest regulations in the article below.
Article table of contents
Specifically, according to Chapter IV of the Decree No. 01/2021/NĐ-CP of Vietnam’s Government, applications for each type of enterprise are prescribed as follows:
1. Application for registration of a sole proprietorship
(1) The application form for enterprise registration.
(2) The copies of legal documents of the sole proprietor.
2. Application for registration of a partnership
(1) Application form for enterprise registration.
(2) The company’s charter.
(3) List of general partners.
(4) Copies of the following documents:
- Legal documents of general partners that are individuals; Legal documents of general partners that are organizations; Legal documents of authorized representatives and letters of appointment of authorized representatives.
If a general partner is a foreign organization, copies of legal documents of that organization must be legalized;
- Investment registration certificate if the enterprise is founded or co-founded by foreign investors or foreign-invested business entities in accordance with the Law on Investment and its guiding documents.
3. Application for registration of a multi-member limited liability company or a joint-stock company
(1) Application form for enterprise registration.
(2) The company’s charter.
(3) List of members of the multi-member limited liability company; lists of founding shareholders and shareholders that are foreign investors of the joint-stock company.
(4) Copies of the following documents:
- Legal documents of the enterprise’s legal representative;
- Legal documents of members or founding shareholders and foreign shareholders that are individuals; legal documents of members or founding shareholders and foreign shareholders that are organizations; legal documents of authorized representatives of members or founding shareholders and foreign shareholders that are organizations and their letters of appointment of authorized representatives.
If a member or shareholder is a foreign organization, copies of legal documents of that organization must be legalized;
- Investment registration certificate if the enterprise is founded or co-founded by foreign investors or foreign-invested business entities in accordance with the Law on Investment and its guiding documents.
4. Application for registration of a single-member limited liability company
(1) Application form for enterprise registration.
(2) The company’s charter.
(3) Copies of the following documents:
- Legal documents of the enterprise’s legal representative;
- Legal documents of the company’s owner that is an individual; Legal documents of the company’s owner that is an organization (except for the State); Legal documents of the authorized representative and letter of appointment of authorized representative.
If the company’s owner is a foreign organization, copies of legal documents of that organization must be legalized;
- Investment registration certificate if the enterprise is founded by a foreign investor or foreign-invested business entity in accordance with the Law on Investment and its guiding documents.
5. Application for registration of companies established after a full or partial division, or consolidation
(1) In case of full division of a limited liability company or joint-stock company as prescribed in Article 198 of the Law on Enterprises of Vietnam, apart from the documents specified in Article 23 and Article 24 of Decree No. 01/2021/NĐ-CP, the application for registration of a new company must also include the following documents:
- The resolution or decision on full division of the company as prescribed in Article 198 of the Law on Enterprises of Vietnam;
- The copy of the minutes of the meeting on full division of the company of the Board of Members of a multi-member limited liability company or the General Meeting of Shareholders of a joint-stock company.
(2) In case of partial division of a limited liability company or joint-stock company as prescribed in Article 199 of the Law on Enterprises of Vietnam, apart from the documents specified in Article 23 and Article 24 of Decree No. 01/2021/NĐ-CP, the application for registration of the new company must also include the following documents:
- The resolution or decision on partial division of the company as prescribed in Article 199 of the Law on Enterprises of Vietnam;
- The copy of the minutes of the meeting on partial division of the company of the Board of Members of a multi-member limited liability company or the General Meeting of Shareholders of a joint-stock company.
(3) In case of consolidation of some companies into a new company, apart from the documents specified in Articles 22, 23 and 24 of Decree No. 01/2021/NĐ-CP, the application for registration of the consolidated company must also include the following documents:
- The consolidation contract as prescribed in Article 200 of the Law on Enterprises of Vietnam;
- The resolution or decision on ratification of the consolidation contract and the copies of the minutes of meetings on ratification of consolidation contract of the Board of Members of a multi-member limited liability company, the Board of General Partners of a partnership, or the General Meeting of Shareholders of a joint-stock company.
6. Application for enterprise registration in case of conversion
(1) In case of conversion from a sole proprietorship into a partnership, a limited liability company or a joint-stock company, the application for registration of conversion shall include the documents specified in Articles 22, 23 and 24 of Decree No. 01/2021/NĐ-CP but exclude the investment registration certificate specified in Point b Clause 4 Article 22, Point c Clause 4 Article 23 and Point c Clause 3 Article 24 of Decree No. 01/2021/NĐ-CP. The application must be also include the following documents:
- The sole proprietor’s written commitment to take personal responsibility for all unpaid debts and pay them when they are due with all of his/her assets;
- The written agreement made between the sole proprietor and parties of ongoing contracts that the new company will take over and continue performing these contracts;
- The sole proprietor’s written commitment or agreement with other limited partners to continue hiring the existing employees of the sole proprietorship;
- The contract for transfer of capital of the sole proprietorship or documents proving completion of such transfer; the contract for donation of capital of the sole proprietorship; the copy of certificate of the inheritor’s lawful right to inheritance;
- A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment.
(2) In case of conversion from a single-member limited liability company into a multi-member limited liability company, the application for registration of conversion shall include the documents specified in Article 23 of Decree No. 01/2021/NĐ-CP but exclude the investment registration certificate specified in Point c Clause 4 Article 23 of Decree No. 01/2021/NĐ-CP. The application must be also include the following documents:
- The contract for transfer of stakes or documents proving completion of such transfer; the contract for donation of stakes; the copy of certificate of the inheritor’s lawful right to inheritance;
- The resolution or decision of the company’s owner on capital mobilization and documents certifying the capital contribution by new members;
- A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment.
(3) In case of conversion from a multi-member limited liability company into a single-member limited liability company, the application for registration of conversion shall include the documents specified in Article 24 of Decree No. 01/2021/NĐ-CP but exclude the investment registration certificate specified in Point c Clause 3 Article 24 of Decree No. 01/2021/NĐ-CP. The application must be also include the following documents:
- The contract for transfer of stakes or documents proving completion of such transfer; the contract for donation of stakes; the copy of certificate of the inheritor’s lawful right to inheritance; the merger contract or consolidation contract;
- The resolution or decision and copy of the minutes of meeting of the Board of Members of the multi-member limited liability company on conversion into a single-member limited liability company;
- A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment.
(4) In case of conversion from a limited liability company into a joint-stock company and vice versa, the application for registration of conversions hall include the documents specified in Articles 23 and 24 of Decree No. 01/2021/NĐ-CP but exclude the investment registration certificate specified in Point c Clause 4 Article 23 and Point c Clause 3 Article 24 of Decree No. 01/2021/NĐ-CP. The application must be also include the following documents:
- The resolution or decision of the owner of the single-member limited liability company or the resolution or decision and copy of the minutes of meeting of the Board of Members of the multi-member limited liability company or the resolution and copy of the minutes of the General Meeting of Shareholders of the joint-stock company on the conversion from company;
- The contract for transfer of shares/stakes or documents proving completion of such transfer; the contract for donation of shares/stakes; the copy of certificate of the inheritor’s lawful right to inheritance;
- Documents certifying the capital contribution by new members/shareholders;
- A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment.
(5) The enterprise may register conversion from the enterprise type at the same time when it registers changes to enterprise registration information or notifies changes to enterprise registration information. In this case, the application for enterprise registration shall comply with the provisions in Clauses 1, 2, 3 and 4 of Article 26 of Decree No. 01/2021/NĐ-CP.
If an enterprise applies for registration of conversion and replacement of legal representative at the same time, the person that signs the application shall be Chairperson of the Board of Members of the multi-member limited liability company or partnership, Company’s President or Chairperson of the Board of Members of a single-member limited liability company, or Chairperson of the Board of Directors of the joint-stock company after conversion.
7. Application for registration of an enterprise which is converted from a household business
The application for registration of an enterprise which is converted from a household business includes the original certificate of household business registration, the copy of the tax registration certificate and the documents specified in Articles 21, 22, 23 and 24 of Decree No. 01/2021/NĐ-CP corresponding to each enterprise type but excludes the investment registration certificate specified in Point b Clause 4 Article 22, Point c Clause 4 Article 23 and Point c Clause 3 Article 24 of Decree No. 01/2021/NĐ-CP.
If foreign investors/foreign-invested business entities contribute capital to or purchase of shares/stakes of the enterprise converted from a household business in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment, the application for enterprise registration must include the written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by such foreign investors/foreign-invested business entities.
Moreover, the Decree No. 01/2021/NĐ-CP of Vietnam’s Government also specifies application for registration of social enterprises; credit institutions, foreign bank branches, representative offices of foreign credit institutions and other foreign organizations performing banking activities; securities companies, securities investment fund management companies, securities investment companies, branches in Vietnam of foreign securities companies or foreign fund management companies. Customers and Members can view more HERE.
- Key word:
- Decree No. 01/2021/NĐ-CP
