Conditions for issuance of the Certificate of Enterprise Registration in Vietnam

Conditions for issuance of the Certificate of Enterprise Registration in Vietnam (Internet image)

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

1. Conditions for issuance of the Certificate of Enterprise Registration in Vietnam

Pursuant to Clause 1, Article 27 of the Law on Enterprises 2020, 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 this Law;

- The enterprise registration application is valid;

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

2. Contents of Certificate of Enterprise Registration

Pursuant to Article 28 of the Law on Enterprises 2020, a Certificate of Enterprise Registration shall contain the following information:

- The enterprise’s name and EID number;

- The enterprise’s headquarters address;

- Full name, signature, mailing address, nationality and legal document number of the legal representative (for limited liability companies and joint stock companies), each partner (for partnerships), the owner (for sole proprietorships)

Full name, mailing address, nationality and legal document number of each member that is an individual; name, EID number and headquarters address of each member that is an organization (for limited liability companies);

- The charter capital (or investment capital if the enterprise is a sole proprietorship).

3. Regulations on registering revisions to the Certificate of Enterprise Registration in Vietnam

According to Article 30 of the Law on Enterprises 2020, the registering revisions to the Certificate of Enterprise Registration is as follows:

- Revisions to any of the information specified in Article 28 of the Law on Enterprises 2020 on the Certificate of Enterprise Registration shall be registered by the enterprise with the business registration authority.

- An application for revision shall be submitted within 10 days from day on which the change occurs.

- Within 03 working days from the receipt of the application for revision, the business registration authority shall consider the validity of the application and decide whether to issue a new Certificate of 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.

- Procedures for registering revisions to the Certificate of Enterprise Registration under a court decision or arbitration award:

+ The applicant shall submit the application for revision to the competent business registration authority within 15 days from the effective date of the court decision or arbitration award. The application shall include copies of the effective court decision or arbitration award;

+ Within 03 working days from the receipt of the application, the business registration authority shall consider issuing a new Certificate of Enterprise Registration in accordance with the effective court decision or arbitration award.

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.

- The Government shall provide for documentation and procedures for registering revisions to the Certificate of Enterprise Registration.

4. Application for Enterprise Registration in Vietnam

In Articles 19, 20, 21 and 22 of the Law on Enterprises 2020, the application for Enterprise Registration in Vietnam includes:

(1) Application for registration of a sole proprietorship

- The enterprise registration application form.

- Copies of legal documents of the sole proprietorship’s owner.

(2) Application for registration of a partnership

- The enterprise registration application form.

- The company's charter.

- The list of partners.

- Copies of legal documents of the partners.

- Copies of the Certificate of Investment Registration of foreign investors as prescribed by the Law on Investment.

(3) Application for registration of a limited liability company

- The enterprise registration application form.

- The company's charter.

- The list of members.

(4) Copies of:

- Legal documents of members who are individuals and legal representatives;

- Legal documents of members that are organizations, documents about designation of authorized representatives and their legal documents.

Legalized copies of legal documents of the members that are foreign organizations.

- The Certificate of Investment Registration of foreign investors as prescribed by the Law on Investment.

(5) Application for registration of a joint stock company

- The enterprise registration application form.

- The company's charter.

- The list of founding shareholders; the list of shareholders that are foreign investors.

- Copies of:

+ Legal documents of founding shareholders and shareholders that are foreign investors who are individuals and legal representatives;

+ Legal documents of shareholders that are organizations, documents about designation of authorized representatives; legal documents of authorized representatives of founding shareholders and shareholders that are foreign organizations.

Legalized copies of legal documents of the members that are foreign organizations.

+ The Certificate of Investment Registration of foreign investors as prescribed by the Law on Investment.

5. Fee for enterprise registration in Vietnam

According to the List of fees, charges for business registration issued together with Circular 47/2019/TT-BTC, the business registration fee is VND 50,000/time applicable to:

- Issuance, reissuance, amendments to the Business registration certificate;

- Issuance, reissuance, amendments to the certificate of registration for branches,  representative offices, business location of the enterprise

In case the enterprise registration certificate is lost, destroyed, damaged or otherwise destroyed, the enterprise shall be re-granted the enterprise registration certificate and must pay the fee as prescribed by law

Ho Quoc Tuan

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