Procedures for setting up a business when opening a restaurant in Vietnam
Restaurant business is one of the business forms chosen by many individuals and households. Opening a small restaurant requires a business license or not is something that many people are interested in, and what is the procedure for setting up a business when opening a restaurant? Today, LSX Lawfirm will send you an article about: “Procedure to establish a business when opening a restaurant in Vietnam”, specifically as follows:
Legal grounds
Decree 01/2021/ND-CP
Law on Food Safety 2010
Do you need a business registration to open a restaurant?
Article 79 of Decree 01/2021/ND-CP stipulates:
“2. Households engaged in agricultural, forestry, fishery, and salt production and those trading in street goods, snacks, trips, mobile, seasonal, and service businesses with low incomes are not required to register. business households, except for conditional business lines, the People’s Committees of the provinces and centrally-run cities shall prescribe the low-income levels applicable in the locality.“
Thus, in addition to the cases of small and low-income businesses that do not need to be registered, businesses in conditional lines of business and other forms of business must be registered.
Meanwhile, opening a restaurant is a food service business establishment of the type of business that fully meets the requirements for food safety and hygiene according to the provisions of Clause 5, Article 2 of the Law on Food Safety in 2010:
“Foodservice establishments are food processing establishments including shops, stalls dealing in instant food, cooked foods, restaurants, ready-to-eat meal processing establishments, canteens, and kitchens. collective eating.”
Therefore, opening a restaurant requires a business registration.
What documents are required to open a restaurant?
Opening a restaurant under the model of an individual business household needs to prepare a business household registration dossier as prescribed in Clause 2, Article 87 of Decree No. 01/2021/ND-CP. Documents to be prepared include:
- Application for business household registration;
- Legal documents of the individual, for the head of the household business, for the household member to register the business household in the case of household members’ business household registration;
- A copy of the minutes of the meeting of household members on the establishment of the business household in case the members of the household register as a business household;
- A copy of the household member’s authorization letter for one member to be the head of the household business, in case household members register as a household business.
Procedures for setting up a business when opening a restaurant
When you want to expand the restaurant into a chain, you should convert it into a business.
When setting up a food service business, you need to keep in mind:
- Choose the type of business as a partnership or limited liability company, joint stock company or sole proprietorship, etc.
- Name the business to avoid confusion, enough two elements of business type and business name
- Select the head office, charter capital, legal representative in accordance with the law.
The business establishment procedure includes the following steps:
Step 1: Prepare a set of business establishment documents
Depending on the type of business, the profile may be different, specifically:
Profile of a joint stock company
- An application for enterprise registration, made according to the form specified in Appendix I-4 of Circular No. 02/2019/TT-BKHDT;
- Charter of the company (with the full name and signature of the founding shareholder being an individual and the legal representative or authorized representative of the founding shareholder being an organization);
- List of founding shareholders and foreign investors. List of authorized representatives for foreign shareholders being organizations.
The list of founding shareholders of a joint-stock company is made according to the form specified in Appendix I-7 of Circular No. 02/2019/TT-BKHDT;
List of shareholders being foreign investors according to the form provided in Appendix I-8 of Circular No. 02/2019/TT-BKHDT;
List of authorized representatives (for shareholders being foreign organizations) according to the form specified in Appendix I-10 of Circular No. 02/2019/TT-BKHDT.
Valid copies of the following documents:
- Firstly, one of the legal papers of the individual specified in Article 11 of Decree No. 01/2021/ND-CP, in case the enterprise founder is an individual;
- Secondly, the establishment decision or the certificate of enterprise registration or another equivalent document, one of the legal documents of the individual specified in Article 11 of Decree No. 01/2021/ND-CP of the representative authorized representation and the corresponding power of attorney in case the enterprise founder is an organization;
- Thirdly, the investment registration certificate in case the enterprise is established or participated in the establishment by a foreign investor or a foreign-invested economic organization in accordance with the provisions of the Law on Investment and other foreign-invested economic organizations. Implementation guidelines.
Dossier of establishment of a private enterprise
An application for enterprise registration made according to the form specified in Appendix I-1 of Circular No. 02/2019/TT-BKHDT;
A valid copy of one of the legal papers of the individual specified in Article 11 of Decree No. 01/2021/ND-CP of the owner of the private enterprise.
Dossier of establishment of a one-member limited liability company
- An application for enterprise registration, made according to the form specified in Appendix I-2 of Circular No. 02/2019/TT-BKHDT;
- Charter of the company (with full signatures of the participants in the establishment of the enterprise);
- A valid copy of one of the legal papers of the individual specified in Article 11 of Decree No. 01/2021/ND-CP of the authorized representative if the company organizes management according to the model of the company’s president. , Director or General Director and Controller. In case the company organizes management according to the model of the Members’ Council, the Director or the General Director and the Controller, the dossier includes the List of authorized representatives and a valid copy of one of the legal papers. of individuals specified in Article 11 of Decree No. 01/2021/ND-CP of each authorized representative.
List of authorized representatives according to the form specified in Appendix I-10 of Circular No. 02/2019/TT-BKHDT.
Valid copies of the following documents:
Firstly, one of the legal papers of the individual specified in Article 11 of Decree No. 01/2021/ND-CP of the company owner, in case the company owner is an individual;
Secondly, the establishment decision or Certificate of business registration or other equivalent documents, the charter or other equivalent document of the company owner, in case the company owner is an organization (except for the company owner). in case the company owner is the State);
Thirdly, the investment registration certificate, in case an enterprise is established by a foreign investor or a foreign-invested economic organization in accordance with the provisions of the Investment Law and its guiding documents. onion.
Finally, written authorization of the owner to the authorized person in case the company owner is an organization.
Dossier of establishment of a two-member limited liability company
- An application for enterprise registration, made according to the form specified in Appendix I-3 of Circular No. 02/2019/TT-BKHDT;
- Charter of the company (with the full name, name and signature of the member being an individual and the legal representative or authorized representative of the member being an organization);
- List of members according to the form specified in Appendix I-6 of Circular No. 02/2019/TT-BKHDT;
- Valid copies of the following documents:
Firstly, one of the legal papers of the individual specified in Article 11 of Decree No. 01/2021/ND-CP, in case the enterprise founder is an individual;
Secondly, the establishment decision or the certificate of enterprise registration or another equivalent document, one of the legal documents of the individual specified in Article 11 of Decree No. 01/2021/ND-CP of the representative authorized representation and the corresponding power of attorney in case the enterprise founder is an organization;
Thirdly, the investment registration certificate in case the enterprise is established or participated in the establishment by a foreign investor or a foreign-invested economic organization in accordance with the provisions of the Law on Investment and other foreign-invested economic organizations. Implementation guidelines.
Profile of a partnership company
- An application for enterprise registration, made according to the form specified in Appendix I-5 of Circular No. 02/2019/TT-BKHDT;
- Charter of the company (with full names, names and signatures of general partners);
- List of members according to the form specified in Appendix I-9 of Circular No. 02/2019/TT-BKHDT;
- Valid copies of the following documents:
Firstly, one of the legal papers of the individual specified in Article 11 of Decree No. 01/2021/ND-CP, in case the enterprise founder is an individual;
Secondly, the establishment decision or the certificate of enterprise registration or another equivalent document, one of the legal documents of the individual specified in Article 11 of Decree No. 01/2021/ND-CP of the representative authorized representation and the corresponding power of attorney in case the enterprise founder is an organization;
Thirdly, the investment registration certificate in case the enterprise established or participated in the establishment by a foreign investor or a foreign-invested economic organization in accordance with the provisions of the Law on Investment and other foreign-invested economic organizations. Implementation guidelines.
Profile of business household establishment
Step 1: You must prepare the following documents:
- Application for business household registration (Appendix III-1, Circular No. 02/2019/TT-BKHDT);
- List of individuals contributing capital to establish business households (Appendix III-2, Circular No. 02/2019/TT-BKHDT);
- A valid copy of the valid citizen’s identity card or people’s identity card or passport of the individuals participating in the business household or the representative of the household;
- A valid copy of the minutes of the individual group meeting on the establishment of a business household, in the case of a business household established by a group of individuals.
Step 2: Submit your application to the business registration agency
Step 3: Receive business registration results
Within 03 working days from the date of receiving the valid application, the business registration office/district-level People’s Committee shall issue the business registration certificate.
Step 4: Engrave the round seal of the business
Step 5: Notify the seal sample to the production registration agency
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Related questions
According to Decree 139/2016/ND-CP on license fees for individuals and households, based on the household’s annual income, there are 3 levels as follows:
Firstly, if the revenue is over 100 million to 300 million/year, license tax is 300,000 VND/year.
Secondly, revenue from 300 million to 500 million/year, license tax is 500,000 VND/year.
Thirdly, if the turnover is 500 million VND/year or more, then the license tax will be 100,000 VND/year Revenue from 100 million/year or less is exempt from license tax.
Pursuant to Circular 92/2015/TT-BTC guiding the payment of value-added tax as follows: Amount of VAT payable = VAT revenue x VAT rate In which, the value-added tax revenue is calculated according to the guidance at point a and point b.3 clauses 2, article 2, circular 92/2015/TT-BTC. The rate of VAT on food and beverage items is 2% of turnover
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