Enterprise establishment can be considered a very first step for an entity to accede the business market. Viet Nam Law on Enterprises has general provisions on enterprises. Let’s find out with Lawyer X about this issue through the following scenario: “Dear Lawyer! I would like to ask who has the right to establish and manage enterprises in Viet Nam? Can founders of enterprises sign pre-registration contracts? And what does application for enterprise registration comprise? Thanks for answering me!”
Legal grounds
Viet Nam 2020 Law on Enterprise
The rights to establish, contribute capital, buy shares/stakes and manage enterprises
– Organizations and individuals have the right to establish and manage enterprises in Vietnam in accordance with Law on Enterprises, except for the cases specified below.
– The following organizations and individuals do not have the right to establish and manage enterprises in Vietnam:
+ State authorities, People’s armed forces using state-owned assets to establish enterprises to serve their own interests;
+ Officials and public employees defined by the Law on Officials and the Law on Public Employees;
+ Commissioned officers, non-commissioned officers, career military personnel, military workers and public employees in agencies and units of Vietnam People’s Army; commissioned officers, non-commissioned officers and police workers in police authorities and units, except for those designated and authorized representatives to manage state-owned stakes in enterprises or to manage state-owned enterprises;
+ Executive officers and managers of state-owned enterprises prescribed in Point a Clause 1 Article 88 of Law on Enterprises, except those who are designated as authorized representatives to manage state-owned stakes in other enterprises;
+ Minors; people with limited legal capacity; incapacitated people; people having difficulties controlling their behaviors; organizations that are not juridical persons;
+ People who are facing criminal prosecution, kept in temporary detention, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, has limited legal capacity or is incapacitated, is not able to control his/her own behaviors, is banned by the court from holding certain positions or doing certain works; other cases prescribed by the Law on Bankruptcy and the Anti-corruption Law.
If requested by the business registration authority, the applicant shall submit the judicial records;
+ Juridical persons that are banned from business operation or banned from certain fields as prescribed by the Criminal Code.
– Organizations and individuals have the right to contribute capital, buy shares and stakes of joint stock companies, limited liability companies and partnerships in accordance with Law on Enterprises, except:
+ State authorities, People’s armed forces contributing state-owned assets to enterprises to serve their own interests;
+ The entities that are not allowed to contribute capital to enterprises prescribed by the Law on Officials, the Law on Public Employees, and Anti-corruption Law.
– The act of serving one’s own interests mentioned in Point a Clause 2 and Point a Clause 3 of Article 17 of Law on Enterprises means the use of incomes from business operation, capital contribution, acquisition of shares/stakes for any of the following purposes:
+ Any kind of distribution to some or all of the persons specified in Point b and Point c Clause 2 of Article 17 of Law on Enterprises
+ Inclusion in the operating budget of the organization/unit against state budget laws;
+ Establishment or contribution to an internal fund of the organization/unit.
Pre-registration contracts
– The enterprise’s founder may sign contracts serving the establishment and operation of the enterprise before and during the process of enterprise registration.
– When the Enterprise Registration Certificate is granted, the enterprise shall continue exercising and performing the rights and obligations under the concluded contracts, and the parties shall transfer the rights and obligations in accordance with the Civil Code, unless prescribed by the contracts.
– In case the Enterprise Registration Certificate is not granted, the persons who conclude the contracts mentioned in Clause 1 of this Article are responsible for their execution. Any other participant in the establishment of the enterprise is also responsible for the execution of these contracts.
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 Certificateof foreign investors as prescribed by the Law on Investment.
Content 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).
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Frequently asked questions
Organizations and individuals have the right to contribute capital, buy shares and stakes of joint stock companies, limited liability companies and partnerships in accordance with Law on Enterprises, except:
+ State authorities, People’s armed forces contributing state-owned assets to enterprises to serve their own interests;
+ The entities that are not allowed to contribute capital to enterprises prescribed by the Law on Officials, the Law on Public Employees, and Anti-corruption Law.
The enterprise’s founder may sign contracts serving the establishment and operation of the enterprise before and during the process of enterprise registration
An application for registration of a private enterprise contains:
– The enterprise registration application form.
– Copies of legal documents of the private enterprise’s owner.
Conclusion: So the above is General legal regulations on enterprise establishment under Viet Nam law. Hopefully with this article can help you in life, please always follow and read our good articles on the website: lsxlawfirm.com
