Business Registration Certificate Vietnam

[Shari Alvine]

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Business registration certificate is considered a legal document of an organization, which is a paper or electronic document that records information related to business registration that the Business Registration Authority grants to an enterprise.

According to the provisions of the Law on Enterprises, a business registration certificate must contain the following principal contents: Enterprise name and enterprise code; Address where the head office of the enterprise is located; Full name, contact address, nationality, number of legal papers of the individual, for the legal representative of limited liability companies and joint stock companies; for general partners of a partnership company; for business owners of private enterprises. Full name, contact address, nationality, number of legal papers of the individual, for members being an individual; name, enterprise identification number and head office address of the member being an organization, for limited liability companies; Charter capital for companies, investment capital for private enterprises.

The business registration can be carried out directly at the Vietnam Business Registration Office or through the postal service or through the electronic information network. If choosing the form of enterprise registration via electronic information network, the enterprise founder shall submit an application at the National Enterprise Registration Portal. Business registration documents will be presented in electronic form and have the same legal value as paper business registration documents.

The business registration agency is responsible for reviewing the validity of the enterprise registration dossier and granting the Business registration certificate within 03 working days from the date of receipt of the application. In case the application is not sufficient or not prepared according to the regulations, the business registration agency must notify in writing the contents that need to be amended and supplemented to the enterprise founder. If the business registration authority refuses to register the enterprise, it must notify in writing the enterprise founder and clearly state the reasons. The company could prepare its own submissions or hire a Vietnam business lawyers to assist with the submissions.

A company's business registration certificate, which can be printed on paper or electronically and contains information about the company's registration with the Business Registration Authority, is regarded as a legal document.

The principal contents of a business registration certificate in Vietnam must comply with the provisions of the Law on Enterprises: Name and number of the company; Address of the company's principal place of business; For the legal representative of limited liability companies and joint stock companies, full name, contact address, nationality, and number of legal documents; for a partnership company's general partners; for proprietors of private businesses. Name, contact information, nationality, and the number of legal documents held by the member, if any; for limited liability companies, the member's name, enterprise identification number, and head office address; Sanction capital for organizations, speculation capital for private endeavors.

Which means that the company's name must be a Vietnamese name with two parts: the kind of business and the proper name. Currently, four types of businesses are recognized in Vietnam: partnerships, limited liability companies, joint stock companies, and private businesses The Vietnamese letters F, J, Z, and W, as well as numbers and symbols, can be used to write the company's proper name. The National Information System on Business Registration created a series of numbers that are recorded on the Certificate of Business Registration. These numbers are given to a company when it is first established and are included in the enterprise code element. There is only one code that is unique to each business, and that code will not be used by other businesses.

The Vietnam Business Registration Office, the postal service, or the electronic information network are all options for completing the business registration process. The founder of the business must apply through the National Enterprise Registration Portal if they choose electronic information network registration. Electronic business registration documents have the same legal weight as paper business registration documents and will be presented.

Within three working days of receiving the application, the business registration agency is responsible for validating the enterprise registration dossier and issuing the business registration certificate. The company's founder must be informed in writing by the business registration agency of any content that needs to be amended or added if the application is inadequate or not prepared in accordance with the regulations. The founder of the business must be informed in writing and given specific reasons by the business registration authority if it declines to register the business. The business could make its own submissions or hire business lawyers in law firm in Vietnam to help with them.

From 2015, under the effect of the Law on Enterprises and the newly amended Law on Investment, foreigners opening a company in Vietnam need to two types of business registration certificates, namely Enterprise Registration Certificate and Investment Registration Certificate.

However, in case the application is not qualified, a notice will be sent to you under a written form that clearly states the reasons why your application was turned down and what you need to modify or add to your dossier.

In Vietnam, foreigners who want to establish a new company must obtain an Investment Registration Certificate in addition to the Enterprise Registration Certificate. This requirement is outlined in Article 22 of the Law on Investment.

If your investment project is located in industrial zones, export-processing zones, hi-tech zones, or economic zones, then the management boards of these zones will be responsible for issuing an investment registration certificate to you.

You must apply for an enterprise registration certificate to form your business in Vietnam. This certificate acts as a piece of evidence proving your business is officially formed in Vietnam with approval from the government.

However, if your business has any amount of foreign investment, you need to obtain an investment registration certificate before getting an enterprise registration certificate. Thus, your business must satisfy some other specific conditions.

Vietnam Briefing is a premium source for news insights about doing business in Vietnam, contributed to by dozens of on-the-ground experts and investment professionals. It publishes business, industry and foreign direct investment news, as well as tax, legal, accounting, and HR regulatory updates.

While Vietnam is a highly attractive investment destination for foreign investors, it still has a complex legal process for establishing a company. In this section, we discuss the set-up procedures for companies that want to begin operations in the country. We also recommend professional assistance to guide companies through these steps and the various applicable steps, laws and procedures.

In summary, the process to register and setup an FIE in Vietnam (100% Foreign-Owned Enterprise) generally requires 2 to 4 months depending on the nature of the business and company type. A Representative Office can alternatively be set up in half that time, but is more limited in the types of activities that it can engage in.

For mega investment projects, companies need to seek the approval of Vietnamese competent authorities prior to starting establishment procedures. As a result, it is important to understand if an investment will require approval, and if so, preparing requisite documentation and working against the application processing times.

Here is a summary of project types which may require further special approvals:

The first step in the Vietnamese corporate establishment process is an application for an Investment Registration Certificate (IRC). This is required of all foreign owned investment projects and establishes the right of the foreign enterprise to invest within Vietnam.

The Enterprise Registration Certificate (ERC) is required for all projects that seek to set up new entities within Vietnam. When obtained, the ERC will be accompanied by a number that will double as the tax registration number of the entity.

For most sectors and business lines, Vietnam requires no minimum capital requirements. However, the registered capital will be assessed by The Department of Planning and Investment for whether it is adequate to cover the expenses of the business until it generates enough revenue to cover its costs. It is possible to setup a basic business services company with less than USD 15,000 in some cases, but in most cases it would be at or above this threshold, depending on the nature of the business.

To transfer capital into Vietnam, after setting up the FIE, foreign investors must open a capital bank account in a legally licensed bank. A capital bank account is a special purpose foreign currency account designed to enable tracking of the movement of capital flows in and out of the country. The account also allows money to be transferred to current accounts to make in- country payments and other current transactions.

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