Preparing the application for enterprise registration according to Viet Nam law

To ensure a successful enterprise registration in Viet Nam, a well-prepared application for enterprise registration plays an important role.  Let’ find out this issue with Lawyer X through the following scenario: “Dear Lawyer! To prepare for an application for enterprise registration then what are documents we need to notice? What are contents of these required documents? Thanks for answering me!”

Legal grounds

2020 Viet Nam Law on Enterprises

What is an enterprise?

The definition of an enterprise is specified in Clause 10, Article 4 of Law on Enterprise 2020, whereby: “Enterprise means an organization that has a proper name, assets, premises, is established or registered in accordance with law for business purposes.”

According to the Enterprise Law 2020, inheriting the previous legal regulations, currently enterprises include the following four types: private enterprises, partnerships, limited liability companies, joint-stock companies. Thus we can answer the question if  enterprise and company are the same? Enterprise has broader connotations than company. Company refers to types of enterprises  that are: Partnerships, Limited Liability Companies, Joint-Stock Companies.

There are some terms we should notice to understand better about the application for enterprise registration:

– Enterprise Registration Certificate means a physical or electronic document bearing enterprise registration information provided for the enterprise by a business registration authority.

– Charter capital means the total value of assets that have been contributed or promised by the members/partners/owners when the limited liability company or partnership is established; or the total of nominal values of the sold or subscribed shares when a joint stock company is established.

Application for enterprise registration

*Application for registration of a private enterprise

– The enterprise registration application form.

– Copies of legal documents of the private enterprise’s owner.

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

*Application for registration of a limited liability company

– The enterprise registration application form.

– The company’s charter.

– The list of members.

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

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

Contents of the enterprise registration application form

The following information shall be provided in the enterprise registration application form:

– The enterprise’s name;

– The enterprise’s headquarters, phone number, fax number, email address (if any);

– The enterprise’s business lines;

– The charter capital (or investment capital if the enterprise is a private enterprise);

– Types of shares, face value of each type and total authorized shares of each type if the enterprise is a joint stock company;

– Tax registration information;

– Expected quantity of employees;

– Full name, signature, mailing address, nationality and legal documents of each partner (for partnerships) or the owner (for private enterprises);

– Full name, signature, mailing address, nationality and legal documents of the legal representative (for limited liability companies and joint stock companies).

The company’s charter.

– The company’s charter includes the initial charter submitted upon enterprise registration and revisions made during the operation.

– Primary contents of the company’s charter:

+ The company’s name, addresses of the headquarters, branches and representative offices (if any);

+ The company’s business lines;

+ The charter capital; total quantity of shares, types of shares and face value of each type (for joint stock companies);

+ Full name, mailing address, nationality of each partner (for partnerships), the owner and each member (for limited liability companies) or the founding shareholders  (for joint stock companies). Stakes held by each member or partner (for limited liability companies and partnerships) and values thereof. Quantity of shares, types of shares and value of each type held by founding shareholders (for joint stock companies);

+ Rights and obligations of the members or partners (for limited liability companies and partnerships) or shareholders (for joint stock companies);

+ The organizational structure;

+ Quantity, titles, rights and obligations of each of the enterprise’s legal representatives;

+ Method for ratifying the company’s decisions; rules for settlement of internal disputes;

+ Basis and method for determination of salaries and bonuses of the executives and controllers;

+ Cases in which members/shareholders may request the company to repurchase their stakes/shares (For limited liability companies/joint stock companies);

+ Rules for distribution of post-tax profits and settlement of business losses;

+ Cases of dissolution; procedures for dissolution and liquidation of the company’s assets;

+ Procedures for revising the company’s charter.

– The initial company’s charter shall contain the full names and signatures of:

+ For partnerships, the partners;

+ For single-member limited liability companies, the owner that is an individual or the legal representative of the owner that is an organization;

+ For multi-member limited liability companies, the members that are individuals or authorized representatives of members that are organizations;

+ For joint stock companies, founding shareholders that are individuals and legal representatives or authorized representatives of founding shareholders that are organizations.

– The revised company’s charter shall contain the full names and signatures of:

+ For partnerships, the President of the Partner Assembly;

+ For single-member limited liability companies, the owner or the owner’s legal representative;

+ For multi-member limited liability companies and joint stock companies, the legal representative.

List of members/partners of a limited liability company/partnership; list of founding shareholders and foreign shareholders of a joint stock company

The List of members/partners of a limited liability company/partnership; the list of founding shareholders and foreign shareholders of a joint stock company shall contain:

– Full names, signatures, nationalities, mailing addresses of members/partners/founding shareholders/foreign shareholders that are individuals;

– Names, EID numbers, addresses of headquarters of members/partners/founding shareholders/foreign shareholders that are organizations;

– Full names, signatures, nationalities, mailing addresses or legal representatives or authorized representatives of members/partners/founding shareholders/foreign shareholders that are organizations;

– Stakes and values thereof, holdings, types, quantities and values of assets contributed as capital, capital contribution time of each member/partner (for limited liability companies and partnerships); types and quantities of shares, holdings, types, quantities and values of assets contributed as capital, capital contribution period of each founding shareholder and foreign shareholder (for joint stock companies).

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