Procedures setting up a company in VietNam

• Charter capital over 10 billion VND: Pay 3,000,000 VND/year
• Charter capital from 10 billion VND or less: Deposit 2,000,000 VND/year.

Conditions on the subject setting up a company in VietNam

• Organization has no legal status;
• Persons under 18 years old; not have full capacity for civil acts;
• State agencies and units of the Vietnamese people’s armed forces use state assets to establish profit-making businesses for their agencies or units;
• Cadres, civil servants and public employees in accordance with the law on cadres, civil servants and public employees;
• Officers, non-commissioned officers, professional soldiers, defense workers in agencies and units of the Vietnam People’s Army; professional officers and non-commissioned officers in agencies and units of the Vietnam People’s Public Security;
• Professional leaders and managers in enterprises with 100% state-owned capital, except those who are appointed as authorized representatives to manage the State’s capital contribution in other enterprises;
• Persons serving a prison sentence or being banned by a court from doing business;
• Other cases as prescribed by law on bankruptcy.

Conditions for legal representatives

• The legal representative of an enterprise must be an individual, be at least 18 years old, have full civil act capacity, and not be prohibited from managing and establishing an enterprise (as stated in Section 2. Article). case on the subject of enterprise establishment); The legal representative is not necessarily a capital contributor in the company.
• The legal representative of the enterprise can be a Vietnamese or a foreigner. The company’s charter specifies the number and management titles and rights and obligations of the legal representative of the enterprise.
• The legal representative of the company or enterprise can hold the following titles: Director/General Director, President of the company or Chairman of the Board of Directors, depending on the type of registered enterprise.
• If the enterprise hires a legal representative, it must have a labor contract and appointment decision.
• A limited liability company or a joint stock company may have 1 or more legal representatives.

Conditions on company name

• The type of enterprise is written as: Limited liability company (Limited Company), joint stock company (JSC), partnership company (HD Company), private enterprise (DNTN);
• Proper names are written with the letters of the Vietnamese alphabet, the letters F, J, Z, W, numbers and symbols.
• The enterprise’s name must be affixed at the head office, branch, representative office, business location and must be printed or written on transaction papers, documents and publications issued by the enterprise. If the business name is not attached according to regulations, it will be fined from 5 million to 10 million dong according to the provisions of article 34 of Decree 50/2016 or may have the MST closed.

• Not to be named the same or confusingly with the name of a previously registered enterprise nationwide;
• Do not use words and signs that violate the historical, cultural, ethical and fine traditions of the nation;
• Do not use phrases in state agencies and organizations to name your company.

Conditions for the company’s head office

• The enterprise’s head office must be located in the Vietnamese territory, be the contact address of the enterprise and be determined according to the geographical boundaries of the administrative unit; have phone number, fax number and email (if any);
• The address must clearly identify the house number, niche, alley, alley, street or village, hamlet, hamlet, commune, ward, township, district, district, town, provincial city, province or city directly under the province. center;
• Do not locate the company’s headquarters at the address of an apartment building or a group house.
• In addition, depending on the specific industry such as production, processing, farming, etc., the law also has other regulations. You can contact Law VN for detailed support.

Conditions on business lines

• Enterprises are entitled to register their business in industries and trades that are not prohibited by law, but such industries must be included in the Vietnamese economic sector code system or specified in specialized legal documents.
• As for the conditional industries and trades, the enterprises must ensure that they meet the conditions of each line of business as prescribed by law. You can look up the list of conditional business lines in Appendix IV of the Investment Law 2020.
• Note that you are only allowed to do business and issue invoices for business lines that have been registered with the competent state agency. In case there is a change or addition of a business, it is necessary to carry out procedures to notify the Department of Planning and Investment within 10 days from the date of change, otherwise, it will be administratively sanctioned according to the provisions of law.

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Special conditions for each type setting up a company in VietNam

• Conditions for establishing a joint stock company: It is required to have a minimum of 3 founding shareholders, there is no limit to the maximum number of shareholders.
• Conditions to establish a one-member limited liability company: Only 1 individual/organization is required to be the owner (who established the company). The owner can also be the legal representative of the company.
• Conditions to establish a limited liability company with 2 or more members: There must be from 2 to 50 members who are individuals or organizations contributing capital to establish the business.
• Conditions for establishing a partnership:
  • There must be at least 2 members who are common owners of the company, doing business together under a common name (hereinafter referred to as general partners); In addition to general partners, there may be capital contributors;
  • A general partner must be an individual and must not be the owner of another private enterprise; may not be a general partner of another partnership unless otherwise agreed by the remaining general partners.
• Conditions for setting up a private enterprise:
  • The owner of a private business is an individual who is solely responsible with all his assets for the operation of the business;
  • Each individual is only entitled to establish a private enterprise. The owner of a private enterprise cannot concurrently be the owner of a business household or a general partner of a partnership;
  • A private enterprise is not entitled to contribute capital to the establishment or purchase shares or contributed capital in a partnership, limited liability company or joint-stock company.

Process – Procedures setting up a company in VietNam 2021

One process for setting up a company/enterprise for most types of companies/enterprises under the current corporate law/2021 (Enterprise Law 2020) (private enterprise, limited company, public company, joint-stock company, one-member limited liability company) includes 4 stages:

Stage 1: Prepare all necessary information to setting up a company in VietNam documents

Step 1

Step 2

Step 3

Step 4

Step 5

Step 6

Step 7