To establish a business in Vietnam, organizations must provide the competent authority with a number of valid documents according to the provisions of the law on types of papers and documents to carry out the procedures for establishing an enterprise in Vietnam. So, how does the law regulates the legal papers of organizations? In this article, LSX legal firm would like to inform: “Legal documents of organization under Vietnamese legislation”
Legal grounds
- Law on Enterprise 2020
- Decree 01/2021/ND-CP
- Civil Code 2015
Principles of application of business registration procedures
Rules for enterprise registration
- Firstly, 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 the information therein and reports.
- Secondly, the business registration authority takes responsibility for the legitimacy of the application for enterprise registration, not violations against the law committed by the enterprise before and after the enterprise registration.
- Thirdly, the business registration authority does not have the responsibility to settle disputes between members or shareholders of the company, between them with other entities, or between the enterprise and other entities.
- Fourthly, 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 the 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.
- 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 the performance of his/her rights and obligations as prescribed in Clause 2 Article 12 of the Law on enterprises.
The right to establish a business in Vietnam
Every entity has the right to establish enterprises, protected by the State.
The enterprise’s founder or the enterprise has to fully and promptly fulfill the obligation to apply for enterprise registration and disclose information about the 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 contrast to regulations in Decree 01/2021/ND-CP have no validity.
Legal documents of organization under Vietnamese legislation
According to Clause 17 Article 4 of the Law on Enterprises 2020, the legal documents of organizations: “legal documents” of an enterprise include the Establishment Decision, Certificate of Enterprise Registration, and equivalent documents.
The establishment decision
The establishment decision: an organization that decides to establish a company in the form of a partnership; limited liability company; or joint-stock company to continuously perform one, several, or all stages of the process from investment, production to product consumption or service provision in the market for the purpose of seeking profit.
Before the Law on Enterprise 2020 takes effect, when registering to establish a business in the form of a partnership; limited liability company; or Joint-stock company, the organization must have an establishment decision (Article 22; 23 Decree 78/2015/ND-CP).
However, since the Law on Enterprise 2020 takes effect, when establishing an enterprise in the form of a partnership; limited liability company; or joint-stock company, organizations not required to have an establishment decision (Articles 22, 23, 24 Decree 01/2021/ND-CP).
Enterprise registration certificate
Every enterprise shall be issued with an enterprise registration certificate when all of the conditions in Clause 1 Article 27 of the Law on Enterprises are satisfied.
Information on the enterprise registration certificate takes effect from its date of issue. The enterprise has the right to do business from the date of issuance of the enterprise registration certificate, except for conditional business lines. In case the enterprise registers the date of commencement of business after the date of issue of the enterprise registration certificate, the enterprise has the right to do business from the registered date, except for conditional business lines.
The enterprise has the right to request the Business Registration Office to provide copies of the enterprise registration certificate and pay fees as prescribed.
When an enterprise has been issued with a new enterprise registration certificate, the old certificates are no longer effective.
Other equivalent documents
- Firstly, the charter, internal rules, and regulations; the member/partner/shareholder register;
- Secondly, the certificate of Industrial property rights; the certificate of registration of product/service quality; other licenses and certificates;
- Thirdly, documents proving the enterprise’s ownership of its assets;
- Fourthly, votes, vote counting records, minutes of meetings of the Board of Members/Partners, General Meeting of Shareholders, Board of Directors; the enterprise’s decisions;
- Also, the prospectus for offering or listing securities;
- Reports of the Board of Controllers, verdicts of inspecting authorities and audit organizations;
- Lastly, accounting books, accounting records, and annual financial statements.
The business ID number
- Each enterprise is issued with a single enterprise ID number. This number is also the enterprise’s taxpayer identification number (TIN) and social insurance participant’s code.
- The enterprise ID number exists throughout its operation and not issued to any other entity. When an enterprise ceases to operate, the enterprise ID number will become invalidated.
- Enterprise ID numbers are created, sent, and received automatically by the National Enterprise Registration Information System, tax registration information system, and written on enterprise registration certificates.
- Regulatory agencies shall uniformly use enterprise ID numbers to perform state management tasks and exchange information about enterprises.
- ID numbers of an enterprise’s affiliates issued to the enterprise’s branches and representative offices. These numbers are also TINs of branches and representative offices.
- ID number of a business location is a series of 5 digits from 00001 to 99999. This number is not TIN of the business location.
- In case the TIN of the enterprise, or its branch or representative office invalidated as a result of its commission of tax offenses; this TIN must not be used in business transactions from the day on which the TIN invalidation is announced by the tax authority.
- With regard to branches and representative offices that are established before November 01, 2015, but have not had their own ID numbers, the enterprise shall directly contact the tax authority to be issued with a 13-digit TIN, and then follow procedures for change of the registration information at the business registration authority as prescribed.
- Enterprise ID numbers of enterprises that are established and operating under the investment license or investment certificate (also the business registration certificate) or another document of equivalent validity, or securities trading license shall be their TINs issued by tax authorities.
Legal service of LSX Legal Firm
LSX legal firm provides legal services to clients in various legal areas. To make your case convenient, LSX will perform:
- Legal advice related to new regulations;
- Representing in drafting and editing documents;
- We commit the papers to be valid, and legal for use in all cases;
- Represent to submit documents, receive results, and hand them over to customers.
With a team of experienced, reputable, and professional consultants; The firm is always ready to support and work with clients to solve legal difficulties.
Furthermore, using our service, you do not need to do the paperwork yourself; We guarantee to help you prepare documents effectively and legally.
Also, you will not have to waste time preparing the application, submitting application, or receiving results. At those stages, we will help you do it smoothly.
After all, LSX provides the service with the desire that customers can experience it the best way. Additionally, we guarantee the cost to be the most suitable and economical for customers.
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Related questions
Every enterprise has the right to:
1. Freely engage in any business line that is not banned by law.
2. Freely run the business and choose a type of business organization; choose business lines, area of operation and type of operation; change the scale of business and business lines.
3. Choose the method of mobilizing, distributing and using capital.
4. Freely find markets, customers and enter into contracts.
5. Export and import.
6. Hire employees in accordance with employment laws.
7. Apply technological advances to improve business efficiency; have intellectual property rights protected in accordance with intellectual property laws.
8. Acquire, use, dispose of their assets.
9. Reject unlawful requests for provision of resources from other organizations and individuals.
10. File complaints and participate in proceedings as prescribed by law.
11. Other rights prescribed by law.
1. Maintain the fulfillment of conditions for conducting restricted business lines and business lines restricted to foreign investors (hereinafter referred to as “restricted business lines”) prescribed by law throughout the course of business operation.
2. Apply for enterprise registration; register changes to enterprise registration information; publish information about the establishment and operation of the enterprise; submit reports and fulfill other obligations prescribed by this Law.
3. Take responsibility for the accuracy of information in the enterprise registration application and reports; promptly rectify incorrect information if found.
4. Organize accounting works; pay taxes and fulfill other financial obligations prescribed by law.
…
Enterprise founders or authorized persons shall make enterprise registration with the Business Registration Office by the following methods:
Register your business directly at the business registration agency;
Business registration via postal service;
Enterprise registration via electronic information network.
Contact LSX
Finally, hope this article is useful for you to answer the question about “Legal documents of organization under Vietnamese legislation”. If you need any further information, please contact LSX Law firm: +84846175333 or Email: [email protected]
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