The partnership company is a type of partnership in which at least two general partners jointly bear responsibility with all their assets. Below are the procedures for registering the establishment of a partnership company.
Article table of contents
Procedure for registering the establishment of a partnership company (Illustration)
1. Dossier for registering the establishment of a partnership company
According to Decision 1523/QD-BKHDT, the dossier for establishing a partnership company includes:
**** Application for registering a partnership company (Appendix I-5 issued together with Decree 122/2020/ND-CP);
List of members of the partnership company (signed by all members) (Appendix I-9 issued together with Circular 02/2019/TT-BKHDT);
**** Company charter (signed by all members);
A valid copy of the following documents:
- Personal identification documents: For individuals establishing the enterprise (Identity card, citizen identification card, or valid passport for Vietnamese citizens; valid foreign passport or substitute documents for foreigners);- Establishment decision or Enterprise registration certificate or equivalent documents, one of the individual identification documents of the authorized representative, and the corresponding power of attorney in case the enterprise is established by an organization;- Investment registration certificate in case the enterprise is established or participated in by a foreign investor or a foreign-invested economic organization according to the Law on Investment and its guiding documents.
**** Original Business household registration certificate and a valid copy of the taxpayer registration certificate in case of enterprise establishment based on the conversion from a business household.
- In case of authorization to perform the enterprise registration procedures, the authorized person must submit a valid copy of one of the personal identification documents along with one of the following documents (not required to be notarized, authenticated):- A valid copy of the service contract with the organization performing the enterprise registration procedures and the introduction letter of the organization to the individual performing the enterprise registration procedures;
**** Power of attorney for the individual performing the enterprise registration procedures (if any).
2. Methods of submitting a dossier to register the establishment of a partnership company
The enterprise founder or the authorized person shall submit the enterprise registration dossier in one of the following two forms:
- Direct submission at the Business Registration Office where the enterprise's headquarters is located;- Electronic submission according to the procedures on the National Business Registration Portal https://dangkykinhdoanh.gov.vn
3. Process of handling the dossier to register the establishment of a partnership company
* In case of direct registration:
- The enterprise founder or the authorized person shall submit the enterprise registration dossier and pay the registration fee at the Business Registration Office where the enterprise's headquarters is located (the fee is VND 50,000 according to Circular 47/2019/TT-BTC);- Upon receiving the dossier, the Business Registration Office shall issue a Receipt Note. In case of receiving a complete and valid dossier, the Business Registration Office shall issue an Enterprise Registration Certificate;- If the issuance of the Enterprise Registration Certificate is refused, the Business Registration Office shall notify the enterprise founder in writing.
* In case of electronic registration using public digital signature:
- The legal representative shall declare information, upload electronic documents, and digitally sign the electronic registration dossier according to the procedures on the National Business Registration Portal https://dangkykinhdoanh.gov.vn;- After completing the submission of the registration dossier, the legal representative shall receive an electronic Receipt Note of the enterprise registration dossier;- If the dossier meets the conditions for issuing the Enterprise Registration Certificate, the Business Registration Office shall send the information to the tax authority to automatically create the enterprise code. After receiving the enterprise code from the tax authority, the Business Registration Office shall issue the Enterprise Registration Certificate and notify the enterprise of the issuance of the Enterprise Registration Certificate. In case the dossier is incomplete, the Business Registration Office shall notify the enterprise via electronic means to request amendments and supplements to the dossier.
* In case of electronic registration using Business Registration Account:
- The legal representative shall declare information, upload electronic documents of the personal identification documents on the National Business Registration Portal to be granted a Business Registration Account;- The legal representative uses the Business Registration Account to declare information, upload electronic documents, and verify the enterprise registration dossier via electronic means according to the procedures on the National Business Registration Portal https://dangkykinhdoanh.gov.vn;- After completing the submission of the registration dossier, the enterprise founder shall receive an electronic Receipt Note of the enterprise registration dossier;- The Business Registration Office is responsible for reviewing and notifying the enterprise via electronic means to request amendments and supplements to the dossier in case the dossier is incomplete. When the dossier meets the conditions for issuing the Enterprise Registration Certificate, the Business Registration Office shall send the information to the tax authority to create the enterprise code. After receiving the enterprise code from the tax authority, the Business Registration Office shall notify the enterprise via electronic means of the issuance of the Enterprise Registration Certificate;- After receiving the notice of the issuance of the Enterprise Registration Certificate, the legal representative shall submit an enterprise registration dossier in hard copy along with the electronic Receipt Note to the Business Registration Office. The legal representative may submit the enterprise registration dossier in hard copy and the electronic Receipt Note directly at the Business Registration Office or via postal mail;- After receiving the hard copy dossier, the Business Registration Office shall compare the list of documents with the list of documents submitted electronically and issue the Enterprise Registration Certificate to the enterprise if the contents match;- If more than 30 days have elapsed since the issuance of the notice of the issuance of the Enterprise Registration Certificate without the receipt of the hard copy dossier, the electronic enterprise registration dossier shall no longer be valid.
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