Procedures for Establishing a Private Enterprise in Vietnam

Documents and procedures for establishing a Private Enterprise?
Pursuant to Article 21 of Decree 01/2021/ND-CP stipulating documents for establishing a Private Enterprise include:
– Application for business registration.
– Copies of personal legal documents for private business owners.

According to Article 32 of Decree 01/2021/ND-CP stipulating the receipt and processing of business registration applications as follows:
“Article 32. Receiving and processing business registration documents
1. The person submitting the application for business registration according to the provisions of this Decree submits the application at the Business Registration Office where the enterprise is headquartered.
2. Business registration dossiers are received to enter information into the National Business – Registration Information System when the following conditions are met:
a) Have enough documents as prescribed in this Decree;
b) The business name has been filled in in the Application for Business Registration, Application for Change of Business Registration Content, Notice of Change in Business Registration Content;
c) There is a contact address of the person submitting the business registration application;
d) Have fully paid business registration fees and charges as prescribed.
3. After receiving the business registration application, the Business Registration Office shall issue a Receipt of receipt of the application to the applicant.
4. After giving the Receipt of receipt of the application, the Business Registration Office fully and accurately enters the information in the business registration application, checks the validity of the application and downloads the approved documents. digitization of business registration dossiers into the National Business Registration Information System.
5. The business founder or enterprise can stop carrying out business registration procedures when the business registration application has not been approved on the National Business Registration Information System. In this case, the person competent to sign the document requesting business registration sends a written request to stop carrying out business registration procedures to the Business Registration Office where the application was submitted. The Business Registration Office considers and issues a notice on stopping the implementation of business registration procedures for businesses and canceling business registration documents according to the process on the National Information System on Business Registration within the period. within 03 working days from the date of receipt of the written request. In case of refusal to stop carrying out business registration procedures, the Business Registration Office shall issue a written notice and clearly state the reason for refusal to the business founder or enterprise.
Thus, to register to establish a Private Enterprise, you need to prepare documents including:
– Application for business registration.
– Copy of the individual’s legal documents such as identity card; citizen identification card
– Then, submit the application at the Business Registration Office where your business is headquartered, receive a receipt of receipt of the application from the Business Registration Office and wait for the results.

Time to process business establishment documents?
According to Article 33 of Decree 01/2021/ND-CP stipulating the time limit for issuing business registration certificates, the Certificate of change in business registration content is as follows:
“Article 33. Time limit for issuance of Business Registration Certificate, Certificate of change in business registration content
1. The Business Registration Office issues the Business Registration Certificate, Confirmation of changes in business registration content, updates information on changes in business registration content in the National Database on Register your business within 03 working days from the date of receiving valid documents.
2. In case the documents are not valid or the business name requested to be registered does not comply with regulations, the Business Registration Office must notify in writing the content that needs to be amended or supplemented to the business founder or enterprise. within 03 working days from the date of receiving the application. The Business Registration Office records all requests for amendments and supplements to business registration documents for each set of documents submitted by the enterprise in a Notice of request for amendments and supplements to business registration documents.
3. If past the above deadline, the Certificate of Business Registration, Certificate of Change in Business Registration Content is not issued or the Business Registration Content in the National Database is not changed. regarding business registration or if the notice requesting amendments or supplements to the business registration dossier is not received, the business founder or enterprise has the right to complain or denounce according to the provisions of law on complaints, denounce.”
From the above regulations, if your application is valid, within 3 working days from the date of receipt, the Business Registration Office will issue a Business Registration Certificate to your business. In case the dossier is not valid, within 3 working days from the date of receiving the dossier, the Business Registration Office will notify you in writing for you to amend and supplement the dossier.

Requirements for Procedures to Change Business Registration

Profile components
– Notice requesting to update and supplement business registration information.
Implementing agencies

Department of Planning and investment
– Business Registration Office
– Requirements and conditions for implementation

Business registration dossiers are received to enter information into the National Business
Registration Information System when the following conditions are met:
– Have enough documents as prescribed in Decree No. 01/2021/ND-CP;
– The business name has been filled in in the Application for registration of changing the business registration content;
– There is a contact address of the person submitting the business registration application;
– Fully paid business registration fees and charges according to regulations.

Electronic business registration documents are approved when all of the following requirements are met:
– Have all the documents and the contents of those documents are fully declared according to regulations like paper documents and expressed in electronic document form. The name of the electronic document must correspond to the name of the document type in the paper file. The person authorized to sign the application for business registration, members, founding shareholders, shareholders who are foreign investors or other individuals signing the business registration application can use digital signatures. to sign directly on electronic documents or sign directly on paper documents and scan paper documents according to the formats specified in Clause 2, Article 43 of Decree No. 01/2021/ND-CP;
– Business registration information declared on the national business registration portal must be complete and accurate according to the information in the paper documents; includes information about the applicant’s phone number and email;
– Business registration documents via electronic information network must be authenticated by digital signature or business registration account of the person authorized to sign the business registration request or the person signed by the authorized person. Written request for business registration authorizing the implementation of business registration procedures. In case of authorization to carry out business registration procedures, accompanied by the business registration dossier, there must be papers and documents specified in Article 12 of Decree No. 01/2021/ND-CP.

Enterprises are not required to put a stamp on the application for business registration. Stamping of other documents in the business registration application is carried out in accordance with relevant laws.

Common Business Legal Risks

Common legal risks businesses often encounter:
– Internal disputes: Labor contract disputes, disputes between capital contributing members and capital contributing shareholders; Abuse of power causes damage to businesses…
– Disputes with state agencies: Disputes on tax procedure and management issues, social insurance, administrative violations, social insurance…
– Disputes with external parties: Disputes on business – investment – trade contracts, intellectual property disputes, bad debts…
– Damage due to lack of understanding of administrative procedures, judicial procedures, investment laws, tax laws, import and export…

To overcome and limit legal risks in business activities, there are often ways such as:
– Build processes according to the principles: Feasible, Easy to understand, Easy to implement and Streamlined to minimize the probability of errors of departments during implementation.
– Improve legal awareness for staff or use regular legal consulting lawyer services for businesses.
– Regularly update legal policies governing the Enterprise and the fields in which the Enterprise operates.
– Plan risk estimates and methods to prevent risks when participating in trading activities.
– Check the financial capacity and legal status of the affiliated partner.