Are enterprises sign contracts before operating in Vietnam?

Are enterprises sign contracts before operating in Vietnam? (Internet image) 

Regarding this issue, LawNet would like to answer as follows:

1. Are enterprises sign contracts before operating in Vietnam?

According to Article 18 of the Law on Enterprise 2020, regulations on pre-registration contracts are as follows:

(i) The enterprise’s founder may sign contracts serving the establishment and operation of the enterprise before and during the process of enterprise registration.

(ii) When the Certificate of Enterprise Registration is granted, the enterprise shall continue exercising and performing the rights and obligations under the concluded contracts mentioned in Clause (i), and the parties shall transfer the rights and obligations in accordance with the Civil Code, unless prescribed by the contracts.

(iii) In case the Certificate of Enterprise Registration is not granted, the persons who conclude the contracts mentioned in Clause (i) are responsible for their execution. Any other participant in the establishment of the enterprise is also responsible for the execution of these contracts.

Thus, according to the above regulations, the enterprise's founder may sign contracts serving the establishment and operation of the enterprise before and during the process of enterprise registration.

2. Enterprise registration procedures in Vietnam

Pursuant to Article 26 of the Law on Enterprise 2020, the enterprise registration procedures are prescribed as follows:

- The enterprise’s founder or the authorized person shall apply for enterprise registration at the business registration authority as follows:

+ Direct application at the business registration authority;

+ Submission of the application by post;

+ Online enterprise registration.

- Online enterprise registration means the enterprise’s founder submitting the electronic enterprise registration application to the National Enterprise Registration Portal. An electronic enterprise registration application shall contain the information prescribed in this Law and has the same legal value as a physical one.

- Applicants may choose between digital signatures and business registration accounts for online enterprise registration.

- A business registration account means an account created by the National Enterprise Registration Information System for an individual to apply for online enterprise registration. The account holder is legally responsible for the obtainment and use of the account for online enterprise registration.

- Within 03 working days from the receipt of the application, the business registration authority shall consider the validity of the application and decide whether to issue enterprise registration.

The business registration authority shall inform the applicant of necessary supplementation in writing if the application is invalid or inform the applicant and provide explanation if the application is rejected.

3. Conditions for Issuance of the Certificate of Enterprise Registration

Article 27 of the Law on Enterprise 2020 stipulates that an enterprise will be granted the Certificate of Enterprise Registration when the following conditions are fully satisfied:

- The registered business lines are not banned;

- The enterprise’s name is conformable with regulations of Articles 37, 38, 39 and 41 of the Law on Enterprise 2020;

- The enterprise registration application is valid;

- The enterprise registration fees are fully paid in accordance with regulations of law on fees and charges.

In case a Certificate of Enterprise Registration is lost or damaged, it will be reissued at a fee prescribed by law.

Nguyen Ngoc Que Anh

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