Establishing a business in Vietnam has become more accessible thanks to positive reforms in administrative procedures, the legal environment, and business support policies. However, the process still requires a thorough understanding and compliance with specific legal regulations. With years of experience operating in Vietnam, along with a team of lawyers and specialists, LawPlus has assisted numerous domestic and international clients in setting up businesses in Vietnam. Through this article, LawPlus aims to provide a comprehensive guide to the process of establishing a business in Vietnam.
1. Eligible Entities for Establishing a Business in Vietnam
According to the Law on Enterprises 2020, all individuals and organizations, including foreign investors, are entitled to establish businesses in Vietnam, provided they comply with applicable laws. The eligible entities include:
- Individuals: Individuals must have full civil capacity as per the Civil Code. This means the individual must be at least 18 years old, possess full cognitive and behavioral abilities to engage in legitimate business activities.
- Organizations: As stipulated in Article 17 of the Law on Enterprises, organizations may include economic, social, political entities, and other legally recognized units. These organizations are entitled to invest, contribute capital, and establish businesses as independent legal entities, complying with requirements regarding charter capital and organizational structure.
- Foreign Nationals: Foreign nationals can establish businesses in Vietnam in forms such as limited liability companies or joint-stock companies, as regulated under the Law on Investment 2020 and the Law on Enterprises 2020. Specific provisions on ownership ratios, minimum capital requirements, and industry conditions apply.
2. Process of Establishing a Business in Vietnam
Step 1: Choosing a Suitable Advisory Unit
Before initiating the establishment process, individuals or organizations should seek advice from law firms, consulting companies, or specialists experienced in business and investment in Vietnam. These advisors offer practical knowledge of regulations and practices, helping clients clearly outline the steps required to establish a company while avoiding risks or challenges during the setup and operational phases.
Step 2: Preparing the Registration Dossier
The dossier preparation is critical and must comply with Article 22 of Decree No. 01/2021/ND-CP on enterprise registration. The required documents vary depending on the type of enterprise but typically include:
- Company charter;
- Application form for business registration;
- Legal documents of the owner, company members, founding shareholders, or legal representatives. If any of these entities is an organization, additional documents such as legal papers of their authorized representatives must be provided. Foreign-issued documents must undergo consular legalization and certified translation;
- List of founding shareholders/members (if applicable);
- For foreign investors, an Investment Registration Certificate as per the Law on Investment 2020;
- Other documents depending on the specific enterprise type.
Step 3: Submitting the Registration Dossier
Once the dossier is complete, it should be submitted to the Business Registration Office under the Department of Planning and Investment of the respective province or city where the business will be headquartered, as per Article 33 of the Law on Enterprises 2020. The submission will be reviewed for completeness and validity.
Step 4: Verification and Issuance of the Business Registration Certificate
Pursuant to Article 28 of the Law on Enterprises 2020, the Business Registration Office will verify the dossier and issue the Business Registration Certificate if all requirements are met. The process generally takes 3 to 5 business days.
Step 5: Post-registration Procedures
After receiving the Business Registration Certificate, additional steps must be taken to commence business operations. These include initial tax registration, company seal carving, and opening a bank account. Based on our consulting experience, LawPlus has compiled a guide on essential post-establishment tasks, detailed in the article “12 MUST-DO TASKS AFTER COMPANY REGISTRATION.”
3. Business Establishment Support Services by LawPlus
With extensive experience in legal and business consulting, LawPlus offers comprehensive support services for establishing businesses in Vietnam. Recognizing the unique characteristics and legal requirements of each enterprise, we assist clients in selecting suitable business models, preparing documents, and ensuring compliance with post-registration legalities.
Benefits of Choosing LawPlus:
- Expert advice on selecting business models aligned with your plans, industry, capital, and personnel requirements. Our experienced team ensures compliance and efficiency in the establishment process.
- Comprehensive preparation of registration dossiers according to legal regulations, allowing clients to focus on their business vision while LawPlus handles the complex procedures.
- Representation in submitting, tracking, and working with authorities throughout the certification process.
- Assistance with post-establishment procedures to ensure smooth business operations.
- Confidentiality guaranteed. All client information and documentation are strictly protected to ensure privacy and security.
For inquiries or legal support, contact us via:
- Phone/WhatsApp/Viber/Zalo: +84 965 052 039 / +84 966 008 030
- Office address: Room 4A, 4th Floor, No. 86 Xuan Thuy Street, Thao Dien Ward, Thu Duc City, Ho Chi Minh City.
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