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The Ultimate Guide to Company Formation: Navigating the 2022 Business Registration Process

Establishing a business or a company requires a plethora of paperwork and procedures. Today, we will guide you through the process of setting up your enterprise and ensure that you are well-equipped with the knowledge to navigate the necessary formalities.

Administrator

17 July, 2024

Are you planning to start a company or business and unsure about the required paperwork and procedures? Here is a guide to help you navigate the process of registering a new company or business entity.

1. Documents required for company registration

Prepare the necessary documents

Certified copy of ID card

Obtain four certified copies of ID cards/passports/temporary residence cards (valid for no more than 3 months) for all company founders.

Gather company information

Choose a unique and legally compliant company name that does not match any existing companies.
Select a legal address for your company, ensuring it is not located in restricted areas.
Prepare a list of intended business activities.
Determine the registered capital required for company registration, which will depend on the business activities you plan to register.
Note that the time frame for capital contribution is within 90 days.
Appoint a legal representative for the company.

Registration documents for a partnership company

Application for enterprise registration.
Company charter.
List of members.
Certified copies of ID cards, passports, or other valid identification documents of the members.
Certified copy of the Investment Registration Certificate for foreign investors as per the Law on Investment.

Registration documents for a joint-stock company

Application for enterprise registration.
Company charter.
List of founding shareholders and foreign investor shareholders.
Certified copies of the following documents: ID cards, passports, or other valid identification documents of founding shareholders and foreign investor shareholders who are individuals; establishment decisions, business registration certificates, or equivalent documents of organizations, along with authorization documents; ID cards, passports, or other valid identification documents of authorized representatives of founding shareholders and foreign investor shareholders who are organizations. For foreign shareholders, the certified copy of the business registration certificate or equivalent document must be legalized.
Investment Registration Certificate for foreign investors as per the Law on Investment.

Registration documents for a joint-stock company

Registration documents for a limited liability company

Application for enterprise registration.
Company charter.
List of members.
Certified copies of the following documents: ID cards, passports, or other valid identification documents of members who are individuals; establishment decisions, business registration certificates, or equivalent documents of organizations, along with authorization documents; ID cards, passports, or other valid identification documents of authorized representatives of members who are organizations. For foreign members, the certified copy of the business registration certificate or equivalent document must be legalized and translated, and the certification must be issued by the authority where the organization is registered, with a validity of no more than three months before the submission date of the business registration application.
Investment Registration Certificate for foreign investors as per the Law on Investment.

2. Procedures for company registration in 2022

Prepare and complete the company registration package according to the company type

The registration package for a single-member or multiple-member limited liability company, a joint-stock company, or a partnership company includes the following:

Application for company registration.
Draft company charter.
List of members for a multiple-member limited liability company or a list of shareholders for a joint-stock company.
Prepare the following documents for members/shareholders:

For individual members: Certified copy of ID card/passport/citizen identification card (valid for no more than 3 months).

For organizational members: Certified copy of the establishment decision, business registration certificate, or equivalent document of the organization; authorization document, ID card, passport, or other valid identification document of the authorized representative. For foreign organizational members: The certified copy of the business registration certificate must be legalized, translated, and certified by the authority where the organization is registered, with a validity of no more than three months before the submission date of the business registration application.

Certificate of practice for the Director or General Director and other individuals if the company operates in an industry that requires a practice certificate by law.
Confirmation of legal capital from a competent authority if the company operates in an industry that requires legal capital by law.

Registration package for a private enterprise

Application for private enterprise registration according to the prescribed form.
Certified copy of ID card, passport, or citizen identification card (valid for no more than 3 months).
Confirmation of legal capital from a competent authority if the enterprise operates in an industry that requires legal capital by law.
Certificate of practice for the Director and other individuals if the enterprise operates in an industry that requires a practice certificate by law.

Submit the complete company registration package to the business registration agency under the Province/City

Department of Planning and Investment

Submit all company-related documents with the signatures of the person proposing the establishment of the enterprise to the Department of Investment and Planning of the Province/City.

Receive the Enterprise Registration Certificate

After submitting the company registration application with the signatures of the person proposing the establishment of the enterprise to the Business Registration Office of the Provincial/City Department of Planning and Investment, you will receive the Enterprise Registration Certificate. Following the company registration process, you need to obtain a company seal, print VAT invoices, and declare to the tax authority.

Engrave the company seal, and notify the seal sample to the National Business Registration Portal

Round seal

Once you have obtained the Enterprise Registration Certificate, you need to engrave the company seal. You also need to notify the seal sample bearing the company name to the business registration authority. After this notification, the seal will become effective. You can engrave multiple seals with the same design for convenience in transactions.

Open a bank account and notify the bank account number to the business registration authority

Prepare a certified copy of the Enterprise Registration Certificate, the company seal, and the seal sample notification. Follow the bank’s instructions to open a bank account.

After opening the bank account: The enterprise founder needs to notify the bank account number to the business registration authority at the location.

Register for online tax payment with the tax authority and obtain confirmation from the bank

The enterprise owner needs to log in to the tax declaration system, select the bank for online tax payment, and then go to the bank where the account was opened to request confirmation of online tax payment registration.

Pay the business license tax online using the digital signature

You need to deposit money into the company’s bank account and then use the digital signature software (the enterprise needs to purchase a digital signature for tax declaration) to pay the business license tax according to the tax brackets specified below:

If the registered capital of the enterprise is over VND 10 billion, the business license tax is VND 3 million/year.
If the registered capital of the enterprise is VND 10 billion or less, the business license tax is VND 2 million/year.
If the enterprise is established from July 1st onwards, half of the annual business license tax amount is payable.
If the enterprise is established before July 1st, the full year’s business license tax is payable.

If you do not have a digital signature, you must purchase one to complete this step.

Initial tax declaration and request for VAT invoice usage

Tax declaration

Prepare and submit the request for VAT invoice usage to the local tax authority

Prepare and submit the request for VAT invoice usage according to the template required by the local tax authority.
The tax authority will inspect the enterprise’s business premises.
The enterprise will receive the result of acceptance or rejection of VAT invoice usage from the tax authority.
Purchase/self-print VAT invoices as needed.
Notify the issuance and usage of VAT invoices through the digital signature software purchased in step 4.

Report taxes and maintain financial books periodically on a monthly, quarterly, and annual basis

Tax and financial reporting

Enterprises need to declare taxes, maintain accounting books periodically, and pay taxes quarterly and annually as required by law.

3. Frequently asked questions about company registration procedures

Frequently asked questions about company registration procedures

What are the requirements for establishing an enterprise?

The requirements for establishing an enterprise include the following:

Conditions regarding the founder of the enterprise.
Conditions related to the registered business lines.
Conditions related to the capital contribution for establishing the enterprise.
Conditions related to the head office location of the enterprise.

For more details, please refer to the Enterprise Law 2020.

What are the basic types of taxes that enterprises need to pay?

Business license tax.
Corporate income tax.
Personal income tax.
Value-added tax.

What are the deadlines for tax declaration and payment?

We have provided you with a guide on the procedures for establishing an enterprise. If you intend to establish a company or enterprise and are unsure about the process and procedures, please refer to the above information.