The current procedure to establish a partnership company in Vietnam
In Vietnam today, the strongly grow of business investment leads to a rapid increase in the need to establish a business. Besides, the Law on Enterprise 2020 stipulates 5 common types of enterprises, which attract a great concern of entrepreneurs. Each type has its own characteristics, especially a partnership. Because a partnership company is a typical type of corporates. So, how does the current law specifically regulate partnership companies? How to set up a partnership company? In this article, LSX legal firm would like to provide information about: “The current procedure to establish a partnership company in Vietnam”
Legal grounds
- Law on Enterprise 2020
- Decree 01/2021/ND-CP
What is a Partnership Company?
According to the Law on Enterprise 2020:
Article 177. Partnerships
1. A partnership is an enterprise in which:
a) There are least 02 partners that are joint owners of the company and do business under the same name ((hereinafter referred to as “general partner”). There can be limited partners in addition to general partners;
b) A general partner shall be an individual whose liability for the company’s obligations is equal to all of his/her assets;
c) A limited partner can be an organization or an individual whose liability for the company’s debts is equal to the promised capital contribution.
2. A partnership has the status of a juridical person from the day on which the Certificate of Enterprise Registration is issued.
3. A partnership must not issue any kind of securities.
Characteristics of a Partnership company
Members
- There are least 02 partners that are joint owners of the company and do business under the same name (hereinafter referred to as “general partner”). A general partner shall be an individual whose liability for the company’s obligations is equal to all of his/her assets;
- There can be limited partners in addition to general partners. A limited partner can be an organization or an individual whose liability for the company’s debts is equal to the promised capital contribution.
Mode of assets liability
General partners have unlimited liability. They must take responsibility for all their assets for the business operations of the company. This liability cannot be limited to any member.
Limited partners have limited liability for the business debts of the company.
Capital transfer
- General partners must not transfer part or all of their contributed capital in the company to another person without the consent of the remaining general partners.
- Limited partners have the right to transfer their contributed capital in the company to another person.
Capital mobilization
A partnership may not issue any type of securities. Thus, the partnership’s ability to raise capital is very limited.
Legal status
A partnership company has legal status from the date of issuance of the Certificate of Business Registration.
The current procedure to establish a partnership company
Step 1: Prepare application for business registration
A business registration dossier for a partnership includes:
- Business registration application form.
- Company’s charter.
- List of members.
- Copy of legal papers of members (for company members being individuals as well as organizations). Legal papers of the authorized representative and the document appointing the authorized representative. On the other hand, copies of legal papers of the organization (members being foreign organizations) must be consular legalized.
- A copy of the Investment Registration Certificate, if a foreign investor or a foreign-invested organization establishes as well as takes part in the establishment of a partnership.
Step 2: Submit the application
After completing the application, the company needs to submit the application to the Business Registration Authority:
- Submit directly to the Business Registration Office.
- Submit by postal service.
- Online.
Then, within 03 days from the date of receipt of the application, the business registration agency is responsible for reviewing the validity of the application for business registration and granting an enterprise registration certificate.
Step 3: Publication after the registration
1.Publication of the business registration
After receiving a Business Registration Certificate, then the company has to publish the registration on the National Business Registration Portal. At the same time, the company must pay fees as prescribed by law.
Contents to publish include the Certificate of Business Registration and information on business lines.
Time limit for the publication: 30 days from the date of Business Registration Certificate issuance.
2.Business identification number (Tax code)
After receiving the business code, your company needs to carry out some tax procedures at the Tax Office to declare and pay tax according to the notice of the Provincial/City Tax Department. Specifically, the procedure for creating and issuing invoices; purchasing and issuing invoices; tax declaration, and payment…
LSX legal firm’s service on company establishment
When establishing a company, people must carry out the procedure following the law at the competent business registration authority (under the Law on Enterprise 2020). The process of establishing a business includes many different steps and phases. If you are not familiar with the law, this process may take a lot of time.
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.
Related articles
Guidance on procedures for increasing charter capital of a partnership in Vietnamese
Legal Issues You Need to Know about Partnerships in Vietnam
Partnership – Notes when setting up a partnership in Vietnam
Related questions
To receive a license to establish a representative office of a foreign advertising company in Vietnam, the following conditions must be met:
Completed the procedures to register advertising service business, or have valid legal papers of evidence issued by a competent state agency.
Also, satisfy the period of operation in Vietnam from the time of business registration and has a representative office in the territory of Vietnam; at least 7 years as prescribed.
Within 45 days from the date of receipt of the license to establish a representative office; then the office must carry out the actual operations and send a written notice to the licensing agency about information related to the representative office.
Information in the notice includes Head office location, number of employees; nationality… During the operation, if the representative office of the foreign advertising company has any changes in the number of employees, nationality, address of the representative office, etc., then they must send a written notice to the competent authority.
A partnership’s assets include:
Firstly, Assets that are contributed by the partners and have been transferred to the company;
Secondly, Assets created under the partnership’s name;
Thirdly, Assets obtained from business activities performed by general partners on behalf of the company and from business activities of the partnership performed by general partners in their own names;
Lastly, Other assets prescribed by law.
Contact LSX
Finally, hope this article is useful for you to answer the question about “The current procedure to establish a partnership company in Vietnam”. If you need any further information, please contact LSX Law firm: +84846175333 or Email: [email protected]
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