Who has the authorization to follow enterprise registration procedures in Vietnam?

Who has the authorization to follow enterprise registration procedures in Vietnam? (Internet image)

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

1. Who has the authorization to follow enterprise registration procedures in Vietnam?

The person competent to sign the application form for enterprise registration may authorize another entity to follow enterprise registration procedures according to the following provisions:

- If an individual is authorized, the application for enterprise registration must include the letter of attorney and copies of legal documents of the authorized individual. The notarization or certification of the letter of attorney is not compulsory.

- If an organization is authorized, the application for enterprise registration must include the copy of the service contract signed with the enterprise registration service provider, the letter of introduction and legal documents of the person introduced to directly follow enterprise registration procedures.

- If a public postal service provider is authorized, the postal worker shall submit the copy of application receipt which is made according to the form stipulated by the public postal service provider and bears the signatures of the postal worker and the person competent to sign the application form for enterprise registration.

- If a postal service provider that does not provide public postal services is authorized, such authorization shall follow Clause 2 of Article 12 of Decree 01/2021/ND-CP.

(Article 12 of Decree 01/2021/ND-CP)

2. Rules for enterprise registration in Vietnam

According to Article 4 of Decree 01/2021/ND-CP, rules for enterprise registration include:

- The enterprise’s founder or the enterprise shall complete the application for enterprise registration and take legal responsibility for the legitimacy, truthfulness, and accuracy of information therein and reports.

- In case a limited liability company or a joint-stock company has more than one legal representative, the legal representative who follows enterprise registration procedures must ensure and assume responsibility for performance of his/her rights and obligations as prescribed in Clause 2 Article 12 of the Law on enterprises.

- The business registration authority is responsible for the legitimacy of the application for enterprise registration, not violations against the law committed by the enterprise before and after the enterprise registration.

- The business registration authority does not have the responsibility to settle disputes between members or shareholders of the company, or between them with other entities, or between the enterprise and other entities.

- The enterprise is not required to append a seal on the application form for enterprise registration, notification of changes to enterprise registration, resolutions, decisions and minutes of meeting included in the application for enterprise registration. Appending seal on other documents included in the application for enterprise registration shall comply with relevant laws.

3. Rights to establish enterprises and obligations to apply for enterprise registration in Vietnam

Specifically, Article 5 of Decree 01/2021/ND-CP stipulates the rights to establish enterprises and obligations to apply for enterprise registration as follows:

- Establishing enterprises is the right of every entity. This right is protected by the State.

- The enterprise’s founder or the enterprise has to fully and promptly fulfill the obligation to apply for enterprise registration, disclose information about establishment and operation of the enterprise in accordance with regulations herein and relevant legislative documents.

- Business registration authorities and other agencies are prohibited to harass applicants while receiving and processing applications for enterprise registration.

- Ministries, ministerial agencies, People’s Councils and People’s Committees at all levels are not permitted to promulgate their own regulations on enterprise registration. Regulations on enterprise registration promulgated by Ministries, ministerial agencies, People’s Councils and People’s Committees at all levels that are contrary to regulations herein shall be no longer valid.

Ho Quoc Tuan

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