Starting a business is one of the popular activities when someone has a desire to start a business. This is one of the basic liberties of citizens. However, not everyone has this right for special reasons. So about the matter “Can teachers establish a business in Vietnam?” Let’s find out with LSX in the article below.
Legal grounds
- Enterprise Law 2020
- Law on Public Employees 2010
What does establishing a business mean?
Establishing a business is the formation of a new business in the economy. Enterprise establishment activities are conducted by investors on the basis of legal provisions on the legal form of the enterprise, business lines, methods of capital contribution, enterprise management organization, rights and obligations. of businesses, investors who set up businesses…
From an economic perspective, business establishment is conducted by investors with capital investment activities, preparing necessary facilities for an economic organization to be born and operate, including: offices, headquarters. premises, warehouses, technical machinery and equipment, specialized means of transport, etc., suitable for the purpose of producing goods or providing services. Usually, business founders will also have a certain preparation step in terms of customer systems, personnel plans to shorten the time to officially enter the market and look for business opportunities.
Legally, the establishment of an enterprise is an administrative procedure carried out by the founding members of the enterprise or their representatives at the business registration office, in order to legally “birth” the enterprise. In Vietnam, setting up an enterprise to do business without or without enterprise registration is considered a violation of the law. Therefore, in addition to preparing the physical conditions for the establishment of the enterprise, the investor is obliged to carry out the business registration procedure (business registration for the enterprise) so that the presence of the enterprise in the market is economy is considered legal. In addition, depending on the laws of each country, investors may also have to carry out a number of other relevant legal procedures to have a sufficient legal basis for enterprises to enter the market, which are:
+ Investment registration procedures (for investment projects to establish economic organizations subject to investment registration);
+ Procedures for issuance of Certificate of eligibility for business (for investors who choose to do business in conditional business lines)…
The business establishment procedure ends with the enterprise being granted an enterprise registration certificate. From this point on, the enterprise is officially established and becomes an independent business entity with legal rights and obligations recognized and protected by the state and the law. Therefore, the business establishment procedure is also considered as a market entry procedure and all businesses must carry out this procedure.
Conditions for establishing a business
The following entities may not establish and manage an enterprise:
State agencies and units of the people’s armed forces use state assets to establish profit-making enterprises for their own agencies or units;
+ Officials, civil servants, public employees
+ Officers, non-commissioned officers, cadres, civil servants and public employees of units of the Military District, the Public Security. Except for the person appointed as an authorized representative to manage the State’s capital contribution in the enterprise or in the State enterprise;
+ Professional leaders and managers in state-owned enterprises. Except for the person appointed as an authorized representative to manage the State’s capital contribution in other enterprises;
+ Minors; persons with limited civil act capacity; persons who have lost their civil act capacity; people with difficulties in cognition and behavior control; organizations without legal status;
Persons who are being examined for penal liability, are held in custody, are serving prison sentences, are serving administrative handling measures at compulsory detoxification establishments, compulsory education establishments or are being prosecuted by courts. prohibited from holding certain posts, practicing certain professions or doing certain jobs; other cases as prescribed by the Law on Bankruptcy and the Law on Anti-corruption.
Organizations that are commercial legal entities are prohibited from doing business or operating in certain fields according to the provisions of the Penal Code.
Thus, if you are outside of the above target groups, you can completely set up a business.
Conditions for establishing an enterprise in terms of business lines
According to the provisions of the current law on enterprises; Enterprises can register to operate in all industries that are not prohibited by law. However, note for some business lines with prescribed conditions; Business requirements need to meet such as:
Real estate business (need legal capital 20 billion);
Or the conditions for establishing a law firm; then the representative needs to have a practicing certificate (attorney card);
Business accounting services: must have a certificate of eligibility for accounting services;
Employment service business requires at least 03 employees with college degrees or higher; have full civil act capacity, clear background.
Head office conditions
According to regulations of the Law; Enterprises are not allowed to locate their headquarters in apartment buildings or high-rise apartment buildings. If the head office is located in the office area of the building; must have a business function, and when submitting the application for establishment, it must be accompanied by documents proving that office function.
Article 42. Head office of enterprises
The enterprise’s head office is located in the Vietnamese territory; is the contact address of the enterprise and is determined by administrative unit boundaries; have phone number, fax number and email (if any).
- Conditions for enterprise establishment documents
Individuals or organizations need to prepare documents in accordance with the provisions of law. Records include:
+ Business registration application form;
+ Company charter;
+ Certified copies of personal identification papers of the legal representative;
+ Authenticated copies of personal identification papers of individual capital contributors, business registration certificates and written authorization for the representative to manage capital contributions for the organization.
- Conditions for establishment of an enterprise in terms of charter capital and legal capital
– Charter capital: The minimum and maximum capital is not required and this amount is stated in the company charter. Therefore, it is possible to register charter capital depending on the operation and size of the company.
– Legal capital: For each industry, the minimum capital required to establish an enterprise is prescribed by law.
– Within 90 days from the date of issuance of the business registration certificate; members must contribute capital to the company in full and with the right type of assets as committed when registering the company.
- Conditions on the name of the company when establishing an enterprise
Specifically, the conditions on the name of the company when establishing an enterprise such as the business name; prohibitions in naming businesses; Duplicate and confusing names. It has been clearly defined by Vietnamese law in Articles 37, 38, 41, of the Enterprise Code 2020.
Are teachers entitled to contribute capital and buy shares?
Teachers can still contribute capital and buy shares as prescribed in Clause 3, Article 17 of the Law on Enterprises 2020. Specifically as follows:
Organizations and individuals are entitled to contribute capital, purchase shares or purchase capital contributions to limited liability companies, partnerships and joint-stock companies in accordance with this Law, except for the following cases:
+ State agencies or units of the people’s armed forces use state assets to conduct the establishment of enterprises to conduct business in order to make personal profits for their agencies or units;
The subjects are not entitled to contribute capital to the enterprise as prescribed in the law on cadres and civil servants.
In particular, in Article 14 of the Law on Public Employees, teachers have the right to participate in business activities or work outside the prescribed time, specifically:
+ To participate in professional activities outside the working time specified in the working contract, unless otherwise provided for by law.
+ To be able to sign contracts with other organizations, agencies or units, if not prohibited by law, but must complete the assigned tasks and get the consent of the head of the management unit.
+ Contribute capital but are not allowed to participate in the operation and management of joint stock companies, partnerships, limited liability companies, cooperatives, private schools, private hospitals and private scientific research organizations. , unless otherwise provided for by specialized law.
Can teachers establish a business in Vietnam?
According to Article 18 of the Law on Enterprises, organizations and individuals have the right to establish, contribute capital, purchase shares, purchase contributed capital and manage enterprises:
The following organizations and individuals do not have the right to establish, contribute capital, purchase shares, purchase contributed capital and manage enterprises in Vietnam:
– State agencies and units of the people’s armed forces use state assets to establish profit-making enterprises for their own 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 and officers in agencies and units of the People’s Army; officers and professional non-commissioned officers in agencies and units of the Vietnam People’s Police, except those appointed as authorized representatives to manage the State’s capital contribution in enterprises;
– Professional leaders and managers in state-owned enterprises, except those who are appointed as authorized representatives to manage the State’s capital contribution in other enterprises;
– Minors; persons with restricted civil act capacity or loss of civil act capacity; organizations without legal status;
– Persons who are being examined for penal liability, serving prison sentences or administrative handling decisions at compulsory detoxification establishments, compulsory educational institutions or are banned from doing business or holding certain posts. or do certain business-related work as ordered by the court; other cases as prescribed by the law on bankruptcy and anti-corruption.
At the request of the business registration authority, the person registering the establishment of an enterprise must submit a criminal record card to the business registration authority.
Based on the above provisions, in case teachers are civil servants or public employees working under contracts working in public non-business units, they do not have the right to establish businesses in Vietnam.
In case a teacher is not a civil servant or public employee mentioned above, but a contract worker at a private training center or institution, etc., he or she is not subject to the prohibited cases specified in Article 18 of the Law. Enterprises in 2014 have the same right to establish businesses as other individuals.
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Frequently asked questions
You will submit your application online on the National Business Registration Portal with the address: https://dangkytinhdoanh.gov.vn. However, this form is relatively complicated, requiring you to have skills and knowledge about registering a business account.
Within 03 working days from the date of receipt of the dossier, the Business Registration Office completes the settlement results and transfers them to the One-Stop-Shop Division of the Business Registration Office to return the results.
If after the deadline, the enterprise registration certificate is not granted or the notice of request for amendment and supplementation of the enterprise registration dossier is not received, the enterprise founder or enterprise has the right to lodge a complaint in accordance with regulations. (Clause 2 and 3, Article 33 of Decree No. 01/2021/ND-CP).
According to the provisions of law, every individual and organization has the right to establish and manage an enterprise, except for some cases specified in Clause 2, Article 17 of the Enterprise Law 2020, specifically as follows:
The following individuals and organizations do not have the right to establish and manage enterprises in Vietnam:
State agencies or units of the people’s armed forces use state assets to establish enterprises to conduct business in order to make personal profits for their agencies or units;
Cadres, civil servants and public employees are specified in the Law on Cadres and Public Officials and the Law on Public Officials;
Professional soldiers, officers, non-commissioned officers, workers and defense officers at agencies and units of the Vietnam People’s Army; officers and professional non-commissioned officers at agencies and units of the Vietnam People’s Public Security, except those appointed as authorized representatives to manage the State’s capital contribution in enterprises. or directly manage at state-owned enterprises;
Professional leaders and managers at state-owned enterprises in accordance with law, except those who are appointed as authorized representatives to manage the State’s capital contribution in other enterprises. ;
Minors; adult people who have limited civil act capacity; adult persons who have lost their civil act capacity; adults who have difficulty in awareness and behavior control or organizations without legal status;
Persons being examined for penal liability or being held in temporary detention; people who are serving prison sentences; people who are serving administrative handling measures at drug rehabilitation or compulsory education establishments or who are banned by the Court from holding certain posts, or prohibited from practicing certain professions or doing certain jobs and other cases according to regulations. provisions of the Law on Anti-corruption and the Law on Bankruptcy.
Organizations that are commercial legal entities are banned from doing business or operating in certain fields as defined in the 2015 Penal Code.
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