You want to make sure you're well prepared before you start your business, there's a lot you have to do to prepare and execute, from branding to business planning. To run a successful business, you must adapt to changing situations. See how we help you.
COMPREHENSIVE FOREIGN INVESTMENT CONSULTANCY
Consulting on the following issues related to business lines and business conditions:
- Conditional business lines and business conditions.
- Conditions of practice certificate (Director or manager)
- Facilities conditions (order security, fire protection, food safety and hygiene ...)
Consulting on profound investment capital issues not only for business establishment conditions but also the consequences of capital in the operation process:
- Consultancy on appropriate charter capital for each industry.
- Legal Capital Consulting.
- Investment Capital Consulting – Working capital is the amount of capital that you really need when starting your business.
Improper registration of this capital will lead to sometimes serious consequences such as:
Accounting Policy Consulting – Tax policy is expected to apply to the lines of the established business:
- Tax policy for business activities about to be established.
- The state's preferential policies for the field of operation of enterprises, conditions for enjoyment.
- Requirements on business management, finance, accounting, auditing, statistics.
Labor laws, wages and mandatory social insurance changes rapidly from 2017 to the present, you may not be able to anticipate all the complications when you start recruiting. We will help you as follows:
- Labor and employment policy Consultancy on salary policy, especially salary policy with business significance according to modern salary model.
- Consulting on social insurance, health insurance and unemployment insurance policies.
REASON FOR CHOOSE SERVICE
BUSINESS ESTABLISHMENT OF EXPERTIS
Enterprise means an organization with its own name, assets, transaction office, established or registered for establishment in accordance with law for the purpose of doing business.
Business means the continuous performance of one, several or all stages of the process from investment, production to consumption of products or provision of services in the market for the purpose of seeking profit.
Limited liability companies include single-member limited liability companies and limited liability companies with two or more members.
An enterprise registration certificate is a paper or electronic document that records information on business registration that the business registration agency issues to an enterprise.
Enterprise founder means an individual or organization that establishes or contributes capital to establish an enterprise.
Foreign investors are individuals or organizations in accordance with the Law on Investment.
An enterprise manager is a manager of a private enterprise and a manager of a company, including the owner of the private enterprise, general partners, the chairman of the Members' Council, a member of the Members' Council, and the chairman of the public company. company, Chairman of the Board of Directors, members of the Board of Directors, Director or General Director and individuals holding other managerial positions as prescribed in the company's charter.
Article 5 of the Enterprise Law clearly stipulates:
1. The State recognizes the long-term existence and development of all types of enterprises specified in this Law; ensuring equality before the law of enterprises regardless of ownership form and economic sectors; recognize the legitimate profitability of business activities.
2. The State recognizes and protects the ownership of assets, investment capital, income, other lawful rights and interests of enterprises and business owners.
3. Lawful assets and investment capital of the enterprise and its owner shall not be nationalized or confiscated by administrative measures. In cases where it is absolutely necessary, the State requisitions or requisitions assets of enterprises, they shall be paid and compensated according to the provisions of law on property requisition and requisition. The payment and compensation must ensure the interests of the enterprise and do not discriminate between types of enterprises.
- How to announce the content of business registration?
- Where and how to mark and register seal samples so as not to be penalized and sealed?
- Duration of Tax Registration / Appointment of Director / How to appoint a chief accountant? How to register these procedures?
- Should the business name be attached at the head office and company branch?
- Which business needs a Child License? In which agency to apply for a Child License?
- How is the time for making capital contribution according to the commitment of shareholders in the company?
- What type of business must issue Certificate of capital contribution / Register of trademark registration? Where?
To explain and clarify the provisions of this Law, the provisions on Who does not establish a business is specified ...See more details
Determining your business is important because in addition to the usual business registration procedures, in some types of industries, investors must also apply for a business license, must have a practicing certificate. , or must meet some specific conditions of that business line as required by law and must comply with those conditions throughout the course of business operation.
Currently, the enterprise law provides for three main types of business that require investors to meet some additional requirements for business registration, namely:
Conditional business lines
Business lines must have legal capital
Business lines must have a practicing certificate
a) Conditional business lines:
For conditional business lines, depending on the business lines, enterprises will be required to:
Applying for a business license issued by a competent state agency for that business (for example, for film production, the enterprise must have a business eligibility certificate issued by the Motion Picture Department before carrying out business registration procedures);
Meet regulations on standards of environmental hygiene, food hygiene and safety; regulations on fire prevention and fighting, social order, traffic safety and other requirements for business activities at the time of establishment and during the operation of the enterprise (for example such as disco business, karaoke).
b) Business lines with legal capital:
For business lines that require legal capital, investors must prepare a written confirmation of legal capital from competent agencies or organizations (in particular, bank's certification, except for real businesses). real estate of the enterprise is responsible for ensuring that the real capital is greater than the legal capital).
c) Business lines with a practicing certificate (Professional capacity)
For a business line that requires an executive certificate, depending on the type of enterprise the owner or manager must have.
For example: business tax services, auditing, accounting ...
Therefore, determining the business industry is very important for investors. Investors need to make sure that they can meet the legal requirements to be able to apply for a business registration certificate first instead of focusing on other jobs that cost money (for example, like rent deposits, hiring employees) and finally realize that you are not eligible to do business as prescribed by law.
The capital of an enterprise is the most important material and financial basis and a tool for business owners to carry out specific business activities of the enterprise. Contributed assets may be Vietnamese currency, freely convertible foreign currencies, gold, land use right value, intellectual property rights, technology, technical know-how and other assets.
When establishing an enterprise, the subjects should pay attention to the provisions of the law on capital:
+ For business lines where the law has regulations on the level of legal capital, when establishing an enterprise in that field, the subjects must ensure the legal capital requirements. Legal capital is the minimum capital required to establish a business.
+ For legal professions that do not have regulations on the level of legal capital, when establishing an enterprise, the subjects only need to ensure the charter capital of the enterprise when registering for establishment.
Features of one member limited liability company:
A one-member limited liability company is an enterprise with the following characteristics:
+ A type of enterprise established by an individual or an organization as the owner and contributed capital to establish.
+ Charter capital of a one-member limited liability company at the time of business registration is the total value of assets committed by the owner to contribute and stated in the company's charter.
+ Responsibility for capital contribution: The owner must contribute fully and correctly the type of assets as committed when registering the business establishment within 90 days from the date of being granted the Certificate of Business registration. In case of failure to fully contribute the charter capital within the prescribed time limit, the company owner must register to adjust the charter capital equal to the value of the actual contributed capital within 30 days from the last day to fully contribute the charter capital. rate. In this case, the owner shall be responsible in proportion to the committed capital contribution for the financial obligations of the company arising in the time before the company registers to change the charter capital.
+ Conditions for a one-member limited liability company to reduce capital: A one-member limited liability company is entitled to reduce capital if it has operated continuously for more than 1 years from the date of business registration and has guaranteed payment. fully pay debts and other property obligations after they have been returned to the owner.
+ Conditions for the 1-member limited liability company to increase capital: The 1-member limited liability company has the right to increase its charter capital by the owner of the company making additional investment or mobilizing additional capital contributed by others. In case of increasing charter capital by mobilizing additional capital contributed by other people, the company must convert the type of enterprise into a limited liability company with two or more members or a joint stock company.
Advantages of a one-member limited liability company
+ Having legal status and is only responsible for the company's activities within the amount of capital contributed to the company, so there is little risk to the owner (Also owned by an individual but a private enterprise is responsible for liability until the end of the asset, so the risk is higher);
+ The company's organizational structure is the simplest of all types of businesses > Convenient in the management structure. The company owner has full authority to decide on all issues related to the company's operations without being dominated or difficult to make decisions related to the company's activities.
Disadvantages of one member limited company
+ Owner's salary is not included in business expenses.
+ Easily considered a small business” According to common practice, a one-member limited liability company represents a small capital, a small scale, decided by an individual, so it is "sometimes considered a small business", for those If you are a one-member limited liability company with a small charter capital, if you are in a profession that requires high responsibility, your partner will be afraid.
Features of a Limited Liability Company with two or more members
A limited liability company with two or more members is an enterprise with the following characteristics:
+ Number of members: two or more members are enterprises, of which members can be organizations or individuals; the number of members does not exceed 50.
+ Legal status: A limited liability company with two or more members has legal status from the date of issuance of the Certificate of Business Registration.
+ Level of liability: Members are responsible for the debts and other property obligations of the enterprise within the amount of capital contributed to the enterprise.
+ Charter capital: The charter capital of a limited liability company with two or more members upon enterprise registration is the total value of the contributed capital the members commit to contribute to the company.
+ Capital contribution: Members must contribute capital contribution to the company in full and with the right type of assets as committed when registering for business establishment within 90 days from the date of being granted the Certificate of Business Registration. . During this time limit, members have rights and obligations in proportion to the amount of capital contributed as committed to contribute. In case a member has not contributed or has not fully contributed the committed capital amount, the company must register for adjustment, the charter capital, the proportion of contributed capital of the members equal to the contributed capital within 30 days from the date of registration. from the last day to contribute capital in full. The members who have not contributed capital or have not fully contributed the committed capital amount shall be responsible in proportion to the committed capital contribution ratio for the financial obligations of the company arising in the period before the date of registration of the company. sign changes to the charter capital and the percentage of contributed capital of members.
Advantages of a limited liability company with 2 or more members
+ Having legal status, the members of the company are only responsible for the company's activities within the amount of capital contributed to the company, so there is little risk to capital contributors;
+ Easier to manage than a joint-stock company: Because the number of members of the company is not much and the members are often acquaintances and trust each other, the management and administration of the company is not too complicated. ; The capital transfer regime is strictly regulated, so investors can easily control the change of members, limiting the penetration of strangers into the company.
+ How to calculate personal income tax when transferring capital based on selling price - original price: members transferring capital must declare tax and pay personal income tax. are not.
Disadvantages of LLC with 2 or more members
+ The management structure is more complicated than that of a one-member limited liability company: Even if a member contributes only 1% of the capital, in legal matters, the consent of the Members' Council must be obtained, the consent of the member must be obtained. this tablet.
+ The capital mobilization of a limited liability company is limited because it does not have the right to issue shares like a joint stock company, but can only raise more capital from specific participants.
Characteristics of Joint Stock Company
A joint stock company is an enterprise with the following characteristics:
+ Charter capital is divided into equal parts called shares;
+ Shareholders can be organizations or individuals; the minimum number of shareholders is 03 and there is no limit to the maximum number;
+ Shareholders are only responsible for debts and other property obligations of the enterprise to the extent of the amount of capital contributed to the enterprise;
+ Shareholders have the right to freely transfer their shares to others, except in cases where shareholders own voting preference shares;
+ A joint-stock company has legal status from the date of issuance of the business registration certificate.
+ Joint stock companies have the right to issue shares, bonds and other securities of the company.
Capital of joint stock company
+ Charter capital of a joint-stock company is the total par value of shares of all types sold. Charter capital of a joint-stock company when registering for business establishment is the total par value of shares of all kinds which have been registered for purchase and recorded in the company's charter.
+ Sold shares are shares entitled to be offered for sale which have been fully paid by shareholders to the company. When registering the establishment of an enterprise, the sold shares are the total number of shares of all types that have been registered to buy.
+ Shares entitled to be offered for sale of a joint-stock company is the total number of shares of all types that the General Meeting of Shareholders decides to offer to raise capital. The number of shares entitled to be offered for sale of a joint-stock company when registering for business establishment is the total number of shares of all kinds that the company will offer to raise capital, including shares that have been registered to buy and shares that have not yet been sold. registered to buy.
+ Unsold shares are shares that are entitled to be offered for sale and have not yet been paid to the company. When registering to establish an enterprise, unsold shares are the total number of shares of all types that have not been registered for purchase.
A joint-stock company may reduce its charter capital by returning part of the contributed capital to shareholders in proportion to their share ownership in the company if the company has operated continuously for 02 years or more since date of registration of enterprise establishment and payment of all debts and other property obligations after being returned to shareholders;
Paying for shares (Contributing capital) registered to buy when registering for business establishment
+ Shareholders must pay in full for the number of shares registered for purchase within 90 days from the date of issuance of the Certificate of Business Registration, unless otherwise provided for in the company's charter or contract for registration of share purchase. another shorter period. Failure to pay in full the number of shares registered to buy within the commitment period shall be handled in accordance with the Law on Enterprises.
Advantages of joint stock company
+ The liability regime of a joint stock company is limited liability, shareholders are only responsible for debts and other property obligations of the company within the scope of their contributed capital, so the risk level of shareholders is not high;
+ The capital structure of a joint stock company is very flexible, enabling many people to contribute capital to the company;
+ The ability to raise capital of a joint-stock company is very high through the issuance of shares to the public or to the public, this is a unique characteristic of a joint-stock company;
+ The transfer of capital in a joint-stock company is relatively easy, there is no need to carry out procedures for changing shareholders with the Department of Planning and Investment, so the scope of subjects allowed to join a joint-stock company is very wide.
Disadvantages of joint stock company
Restrictions on share transfer for founding shareholders: Within 03 years from the date the company is granted the Certificate of Business Registration, the common shares of founding shareholders are freely transferable to other shareholders. other founding shareholders and may only be transferred to a person who is not a founding shareholder if approved by the General Meeting of Shareholders. In this case, the founding shareholders who intend to transfer ordinary shares do not have the right to vote on the transfer of such shares.
+ The management and operation of a joint stock company is very complicated because the number of shareholders can be very large, many people do not know each other, and there may even be a division into groups of shareholders. the status of acquiring the company through share acquisition, or there is a conflict of interest;
+ Founding shareholders may lose control of the company.
+ The establishment and management of joint-stock companies is also more complicated than other types of companies because it is strictly bound by the provisions of law, especially the financial and accounting regimes.
+ Only founding shareholders will display information on the national business registration system (if there is a transfer of shareholders, the founding shareholder will still have his or her name on the business registration, and will not be lost despite the transfer. out of capital). The shareholders who contribute capital to each other do not have to carry out the procedures for changing the contents of business registration, only within the enterprise and not recorded on the enterprise registration system of the management agency.
+ For joint stock companies, when transferring shares, personal income tax according to securities transfer is 0,1%, although the selling price of shares may be lower than the purchase price, this personal income tax will still apply. .
Expertis advises on business establishment and supports business establishment procedures. We are experts in answering the question how to start a business, how to start a business. For how to start a business please contact us.