Procedures for application company registration

The article will guide and provide details of the order, conditions, procedures, application form for you to register to establish a limited company, establish a joint stock company registration in 2021.

Mục lục

1 Company establishment profile
2 Procedures for application company registration in 2021
3 Condition for business establishment
4 Advantages and disadvantages of business establishment
- 4.1 Advantages
- 4.2 Cons
5 Procedures after company registration
6 Frequently asked question when company registration

Company establishment profile

Establishing a limited liability company, establishing a joint stock company or any other type of business can be done in two ways: direct application and online submission. Currently, City. Ho Chi Minh City and Hanoi only accept online application documents (submit online). Dossier for registration of company establishment under the Enterprise Law 2020 includes:

Company rules;
Application for registration of enterprise establishment;
List of founding shareholders (for joint stock companies);
List of members (for limited liability companies with 2 or more members);
Power of attorney (if the applicant is not a legal representative);
Notarized copies of ID cards/CCCDs/passports of members, legal representatives and authorized persons to submit dossiers (not older than 06 months).

Procedures for application company registration in 2021

Agency that receives company establishment dossiers

Although business establishment documents can be submitted online at the National Portal and directly at the Department of Planning and Investment, most major cities and provinces such as Hanoi, Ho Chi Minh City, Binh Duong, Quang Ninh, etc. only apply the form. online application form. Therefore, to avoid wasting time, you should confirm the form of application with the business registration office of the province or city where the business is established before implementation.

Procedures for application company registration

The sequence of 5 steps to carry out the procedures for setting up an online business

5 steps for online business registration

Step 1: Create an account and log in at the National Portal;
Step 2: Create a business registration file;
Step 3: Enter information into the business registration system;
Step 4: Scan and download attached documents;
Step 5: Sign for authentication and submit the application.

Note:

If submitting the application with a business registration account, the person who signs the application for authentication must be granted a business registration account.
If submitting the application with a digital signature (token), the person who signed the document authentication must have a digital signature assigned to the account.

Time to process business establishment procedures

Within 3 working days, the application-receiving agency will send a response notice via email to register the business establishment procedure.

If the application is valid, you only need to print the receipt (no need to submit the original application) and receive the results directly at the Business Registration Office of the Department of Planning and Investment.
If the application is not valid, you will have to amend and supplement according to the response notice of the Department of Planning and Investment and resubmit it according to the 5 steps above.

Important note:

Based on Alpha’s experience, depending on each business line, Hanoi and Ho Chi Minh City. Ho Chi Minh City will have different regulations on handling documents. Therefore, a valid application in Hanoi may not be valid in Ho Chi Minh City. HCM and vice versa.

>>>> See more: Procedures for setting up foreign invested companies in Vietnam >>>>

Condition for business establishment

To be able to register a business, you need to make sure to do the following:

Determining the type of company or enterprise

Currently, there are 5 common types of enterprises in Vietnam: Joint Stock Company, 1-member LLC, Limited Company with 2 or more members, private enterprise and partnership.

Name the business

A company name consists of two components: type of business and proper name. For example:Law VN Accounting Service Company Limited, “Co., Ltd” is the type and “Law VN Accounting” is the proper name. Note the PRIVATE NAME of all companies in the territory of Vietnam must not be the same (including changing the image). As in the above case, you can NOT name the company as Law VN Accounting Services Joint Stock Company, although it is different from the type of “Limited” but still has the same phrase “Law VN Accounting Services” as its own name.
The name of the company may be in Vietnamese or a foreign language, but it must not be identical or confusing to the name of another company previously registered in the whole country. In the case of “Confusing” here according to the example above, you remove the phrase “Service” and take the company name as: Law VN Accounting Co., Ltd. is still not licensed because it will “cause confusion” ” with the previously licensed Law VN Accounting Services Co., Ltd.
Although it is not necessary to name a business according to the industry, but in order not to affect business activities as well as shape the brand later, businesses should choose a name suitable for the registered industry. For example: You can name your company as Hoa Phat Furniture Wholesaler Joint Stock Company, but the registration of the business of selling airline tickets is still completely valid.
According to Decree 01/2021, the decision of the Business Registration Office on the business name is final.

Address of the company’s headquarters

One address can register many companies. For example: There may be 100 companies whose addresses in the license are: City. Ho Chi Minh. If the company’s address is an apartment/apartment, there must be documents proving that the apartment/apartment has an office area, there must be an office lease contract you sign directly with the investor… very complicated and time consuming.

Line of business

To make an establishment registration, you need to determine the business line code as well as the lines of business in which the business can operate in the future (avoid having to do additional procedures later on, it just takes time). time, costs affect business progress). You can refer to the detailed list of economic sectors in Vietnam or look up the code of the intended business.

Charter capital of the company

Although there is no regulation on the minimum amount of charter capital and the enterprise does not need to prove its charter capital in any form, the charter capital is the basis for enterprises to determine the license fee and commitment. financial responsibility to partners, customers… Therefore, the higher the charter capital, the more proof the financial capacity of the business and create trust with partners and customers.

Depending on the business line, specific legal capital will be required. Example: Establishing a securities investment company must have a minimum capital of VND 50 billion.

Legal representative

The legal representative is the person responsible to the law for all activities of the enterprise. The legal representative of the company is usually the person who directs and manages all business activities, represents the enterprise to sign documents and procedures with state agencies, individuals or other organizations.

The title of the legal representative is usually director/general director/chairman of the members’ council/chairman of the board of directors. However, the enterprise law 2020 still allows the legal representative to not hold any title at the enterprise.

Advantages and disadvantages of business establishment

The advantages and disadvantages will vary depending on the type of business. Below, Law VN will talk through the basic advantages and disadvantages of setting up a business of any type.

Advantages

Easy to raise capital from outside;
There is no limit to industries and trades registered for business investment;
Allowed to issue VAT invoices (red invoices) and deduct VAT;
Be protected by law in the event of disputes or unfair competition;
There is no limit on the number of employees (compared to an individual business, it can only use less than 10 employees);
Easily expand business scale through the establishment of branches, representative offices, business locations.

Cons

Complicated accounting books, having to make quarterly and annual tax reports; Having to pay many kinds of taxes with high tax rates (enterprises must pay 20% CIT/year if the business is profitable); Must comply with the provisions of the Enterprise Law.

Procedures after company registration

Open a bank account for the company

This procedure is carried out by the legal representative of the enterprise. Documents to prepare for registration of opening a bank account include:

01 notarized copy of “Certificate of enterprise registration”;
01 notarized copy of “ID card” of the legal representative stated on the license;
01 copy of the company’s charter.

Enterprises need to bring their corporate seal when they come to carry out procedures or authorize Viet An Law to assist in the implementation. According to Circular 01/2021/TT-BKHDT guiding business registration, effective from May 1, 2021, the company does not have to carry out the procedure of declaring bank accounts with the Business Registration Office. – Department of Planning and investment.

Register for a digital signature to pay taxes electronically and report taxes via the Internet

File the license tax return and pay the license tax

License fee exemption for limited liability companies established in 2021: According to the provisions of Decree 22/2020/ND-CP amending and supplementing a number of articles of Decree 139/2016/ND-CP effective from February 25, 2020: a limited company established in 2021 will license fee (tax) is exempt, but the company still has to declare and submit a license tax return.

Time to declare license fees and submit declarations: Limited liability companies established in 2021 will declare license fees and submit license fee declarations to the tax authorities directly managing them before January 30, 2022.

Make a sign and hang the company sign at the head office

Enterprises are required to hang a company sign at the head office with the following contents: Name of the governing body (the agency issuing the Certificate of Business Registration, ie the Department of Planning and Investment), company name, address headquarters, phone number or email (if any).

Buy an electronic digital signature to make electronic tax payment

(Enterprises can pass Law VN to get the best digital signature fee and best support service).

Proposal to issue e-invoices

Dossier of application for issuance of electronic invoices submitted online

Decide to issue invoices;
Invoice form;

After submitting the application file to order invoice printing within 2-3 days, the tax authority will conduct an assessment of the application for approval or not? (In addition, there are some tax sub-departments that require the submission of original documents submitted online. Tax authorities can check the address of the head office before or after issuing a decision approving the issuance of invoices. Inspection may be by appointment or unscheduled, so businesses need to arrange to have staff on duty at the Office during the time of invoice issuance).

Procedures for registration to use e-invoices

Declaration of registration/change of information on the use of e-invoices, made according to form 01;
Individuals/organizations access the website of the General Department of Taxation to register to use e-invoices with the tax authority’s code.

The contents to be prepared when the tax authority comes down to check to issue invoices

Hanging signs at the head office;
Tenancy; Identity card + household registration of the owner;
Certificate of land use right (notarized copy);
Certificate of business registration;
Seal of the enterprise;
Arrange office to show business activities;
Staff / Legal representative to receive tax agency representatives.
Free consultation on all legal procedures arising in the process of operation.

Procedures for application company registration

Frequently asked question when company registration

What do you need to establish a company?

To be able to register a company, you not only have to know the current legal regulations related to capital, business lines, name, type, address, etc., but also have to comply with all the requirements. company opening.

Where to register to establish a business?

Enterprise registration documents can be submitted directly at the Department of Planning and Investment or online at the National Portal. Note: Currently, many business registration agencies accept company establishment documents online. Therefore, to avoid losing time, you need to contact the business’s management agency to confirm the submission form.

Who has the right to establish a business?

Subjects registering for establishment of an enterprise must fully satisfy the conditions for a legal representative under the Law on Enterprises, for example: must be a member, must have full capacity for civil acts, etc.

Guidance on the process of setting up a business?

Law VN will guide you in 5 steps to apply for company establishment at the National Portal, details:

Step 1: Create an account and log in at the National Portal;
Step 2: Create a business registration file;
Step 3: Enter information into the business registration system;
Step 4: Scan and download attached documents;
Step 5: Sign for authentication and submit the application.

After completing the above steps, the Department of Planning and Investment will send you a receipt. If the application is valid, you just need to print the receipt and go directly to the Department of Planning and Investment to receive the results. If the dossier needs to be adjusted or supplemented, the Department of Planning and Investment will send details of the points that need to be adjusted and supplemented. The status of the application will be notified within 3 working days from the date the Department of Planning and Investment receives the application.

What does an enterprise registration file include?

Depending on the type of business, the details of the profile will have some changes.

What are the business conditions when establishing an enterprise?

When registering to establish a business, you need to pay attention to conditions such as the type of company, head office address, name, business lines and charter capital that are suitable for the scale of operation.

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If you have any questions please contact us for a free consultation, we always bring you the best service, with a team of experienced lawyers, you completely trust Luật VN hotline. / zalo: 0763387788.