Before commencing business operations, enterprises must register their establishment in accordance with legal regulations. This is a mandatory process and administrative procedures are increasingly being streamlined. The steps for registering an enterprise are as follows:
Establishing a business is just the first step; it creates obligations that last throughout the business's operation. Therefore, thoroughly researching the issues related to business establishment is a worthwhile investment of your time.
The steps for registering a business are carried out according to the business registration process as detailed in the instructions below.
I. Preparing information for business registration application
To have a fully compliant and legally recognized business, it is crucial to research and prepare the necessary information for official recognition by the relevant authorities. This information will determine the direction the business will take.
Step 1: Choose business type
To have a fully compliant and legally recognized business, it is crucial to research and prepare the necessary information for official recognition by the relevant authorities. This information will determine the direction the business will take.
There are several types of business entities to choose from: Sole Proprietorship, Partnership, Single-Member Limited Liability Company, Limited Liability Company with two or more members, and Joint Stock Company.
This detailed article on choosing the right business type based on legal factors and practical experience will help you make the most appropriate choice for your needs.
What type of business should I establish?
Choosing the right type of business entity is a question entrepreneurs seek a satisfactory answer to. Each type has its own advantages and disadvantages; to make the right choice, it's essential to understand the pros and cons of each business structure.
Step 2: Choose a business name
The business name will be closely associated with the company's brand and will be a key factor in attracting customers and partners. Therefore, it's important to choose a suitable, concise, and memorable name that can create a lasting impression on customers. Most importantly, the name must not be identical to or cause confusion with the names of previously established companies and must be relevant to the company's business type.
Guide on how to name your company or business.
Naming your company may seem like a simple task, but it plays a crucial role in shaping your business's value.
Step 3: Choose the head office address.
The company's headquarters is where the company's executive offices are located and is not necessarily where the company's production and business activities are conducted.
The head office must have a clearly defined address including house number, alley, lane, street/hamlet/village, commune/ward/town, district/county/city/provincial city, province/city. The address must be under the legal ownership and use of the business.
Step 4: Determine the business activities of the enterprise.
A business's business activities refer to the industry or field in which the enterprise intends to invest, conduct business, and establish its strategic development direction. Registering these business activities with the Department of Planning and Investment helps enterprises control their scope of operations and facilitates easier management by government agencies.
This business sector will be standardized according to the regulations of the law on business registration. Once the business sector is identified, it will help businesses know which sectors are permitted, which are prohibited, and which require specific permits and capital to meet the requirements.
Step 5: Determine the registered capital - Decide on the capital contribution ratio.
Charter capital is the amount of capital contributed or pledged by the owner, members, or shareholders within a specified period (not exceeding 90 days from the date of issuance of the Business Registration Certificate) and recorded in the company's charter.
Determining this capital level depends on the financial capacity of the business entity and the business plan and strategy. However, if the business operates in industries that require a minimum statutory capital, it must register a capital level equal to or greater than that statutory capital.
Capital will be contributed by the owners, members, and shareholders. Therefore, it is necessary to determine the proportion of capital each member and shareholder will contribute. These members and shareholders will be liable to the extent of their capital contribution in the business.
Step 6: Choose a Legal Representative
The legal representative of a business will conduct many of the business's operations on behalf of the business, playing a crucial role. The number of legal representatives can be one or more, depending on the type of business. Businesses can hire someone else to act as their legal representative, and the common title would be Director (or General Director).
Understanding and selecting the legal representative of the business.
The legal representative of a business is an indispensable entity. This is considered a crucial and essential piece of information on the Business Registration Certificate. They are also one of the entities entitled to carry out the initial business registration procedures with the State authorities.
Step 7: Choose the organizational structure
Each business has its own organizational structure and operational model for managing and running the business. Therefore, when registering a business, the initial step is to build the most basic model, such as identifying the members of the Board of Members, Board of Directors, Chairman of the Board of Members, Chairman of the Board of Directors, Chairman of the Company, Director or General Director, etc.
Step 8: Prepare personal or organizational legal documents.
The legal documents of an individual or organization will determine their eligibility to participate in business and investment activities. Therefore, when registering a business, the Department of Planning and Investment will require personal legal documents as stipulated in the Enterprise Law in the application file.
Copies of the Identity Card/Citizen ID/Passport/other legally valid personal identification documents or the Establishment Decision, Business Registration Certificate, or other equivalent documents for organizations of all contributing members, founding shareholders, company owners, the legal representative of the enterprise, and authorized representatives of capital contributions (if any) must be prepared.
II. Document Preparation
Based on all the prepared information, the business proceeds to prepare the application dossier according to the prescribed forms. The documents in the dossier must be complete in accordance with Decree 01/2021/ND-CP on Business Registration.
1. Establishing a private enterprise
Private enterprises have the simplest registration procedures compared to other types of businesses. However, despite the simple procedures, their operations are subject to very strict regulations and certain constraints. Perhaps this is why very few businesses currently choose this type of business.
a) Documents for establishing a private enterprise
– Application for business registration.
– Copies of the individual's legal documents for the owner of a private business.
b) Application form for establishing a private enterprise
Download the Private Enterprise Registration Form: PL1. Private Enterprise Registration
2. Establishing a partnership company
a) Documents required for establishing a partnership company include:
– Application for business registration.
– Company charter.
– Member list.
– Copies of the following documents: Legal documents of the individual for company members who are individuals; Legal documents of the organization for company members who are organizations; Legal documents of the individual for the authorized representative and the document appointing the authorized representative.
b) Application form for establishing a partnership company
Download the Partnership Company Registration Form: PL5. Registration of a Partnership Company
3. Establishing a single-member limited liability company
a) Documents for establishing a single-member limited liability company
– Application for business registration.
– Company charter.
– Copies of the following documents:
+ Legal documents of the individual acting as the legal representative of the business;
+ Legal documents of the individual owner of the company (if individual); Legal documents of the organization owner of the company (except when the company owner is the State); Legal documents of the individual authorized representative and the document appointing the authorized representative.
b) Application form for establishing a single-member limited liability company
Download the registration form for establishing a single-member limited liability company: PL2. Registration of a Limited Liability Company with 1 Member
4. Establishing a limited liability company with two or more members.
a) Documents for establishing a limited liability company with two or more members
-Application for business registration.
– Company charter.
– List of members for limited liability companies with two or more members.
– Copies of the following documents:
+ Legal documents of the individual acting as the legal representative of the business;
+ Legal documents of individuals who are members of a company if they are individuals; legal documents of organizations who are members if they are organizations; legal documents of individuals who are authorized representatives of organizations and the document appointing the authorized representative.
b) Application form for establishing a limited liability company with two or more members
Download the Registration Form for a Limited Liability Company with Two or More Members: PL3. Registration of a Limited Liability Company with 2 or more members
5. Establishing a joint-stock company
a) Documents for establishing a joint-stock company
– Application for business registration.
– Company charter.
– List of founding shareholders and list of shareholders who are foreign investors.
– Copies of the following documents:
+ Legal documents of the individual acting as the legal representative of the business;
+ Legal documents of individuals for founding shareholders, foreign investor shareholders who are individuals; Legal documents of organizations for founding shareholders who are organizations; Legal documents of individuals for authorized representatives of founding shareholders who are organizations and the document appointing the authorized representative.
b) Application form for establishing a joint-stock company
Download the Joint Stock Company Registration Form: PL4. Registration of Joint Stock Companies
III. Submitting the business registration application
Once a complete set of documents is prepared, the business proceeds to submit the application to the competent authority. So, where is the correct place to submit the business registration application according to regulations? Businesses should submit their applications to the Business Registration Authority under the Department of Planning and Investment of the province/city where the business's head office is located.
1. Application submission method
To facilitate businesses, in addition to submitting documents directly to the Business Registration Authority, businesses can also... business registration Online business registration. This online business registration is done through the National Business Registration Portal using a digital signature or a business registration account.
2. Fees and processing time for applications
– This fee is divided into two types: application fee and business registration information publication fee. The application fee is 50.000 VND per application if submitted in person, and waived if submitted online. The business registration information publication fee is 100.000 VND per application.
3. Time limit for processing business registration applications
The processing time for business registration applications is within 03 (three) working days from the date of receipt of the application.
IV. Carrying out subsequent procedures after establishment.
Once the business registration certificate has been issued, the enterprise proceeds with the procedures following its establishment.
See the following article for a complete guide to all the procedures required after establishing a business:
Things to do after establishing a business
After successfully registering the business, the company needs to complete several necessary procedures to officially begin operations.