With the desire to provide the necessary information about the types of companies and procedures for opening company in Viet Nam, VAN LUAT Law Firm sends to customers the article “The types of companies in Vietnam“.
: Establishment Of Representative Offices For Foreign Traders In Vietnam
| Criteria | Limited Liability Company (one member) | Limited Liability Company (with two more members) | Joint Stock Company |
| Notion | – It is a business owned by an organization or an individual.
– The owner of the company is responsible for the debts and other asset obligations of the company within the scope of the company’s charter capital. |
– As an enterprise with from 02 to 50 members who are organizations and individuals.
– Members are responsible for the debts and asset obligations of the enterprise within the amount of capital contributed. |
– As an enterprise with a minimum number of shareholders of 03 and no limit to the maximum number. Shareholders can be organizations or individuals.
– Shareholders are only responsible for the debts and other asset obligations of the enterprise within the amount of capital contributed to the enterprise. |
| Character | – The company has legal status from the date of issuance of the enterprise registration certificate.
– No share issuance. – Issued bonds in accordance with the law. |
– The company has legal status from the date of issuance of the enterprise registration certificate.
– The right to issue shares, bonds and other types of evidence. |
|
| Charter capital | – Is the total value of assets committed by the company owner and stated in the Company’s Charter.
– The time limit for capital contribution is 90 days from the date of issuance of the business registration certificate. – The time limit for registration of change in charter capital in case of insufficient capital contribution is 30 days from the last day of full charter capital contribution. |
– Is the total value of the contributed capital of the members committed to contribute and write in the Company’s Charter.
– The time limit for capital contribution is 90 days from the date of issuance of the business registration certificate. – The time limit for registration of change in charter capital in case of insufficient capital contribution is 30 days from the last day of full charter capital contribution. |
– The charter capital of the joint stock company is the total face of the sold shares.
– The charter capital of a joint stock company when registering the establishment of an enterprise is the total face value of shares of all kinds that have been registered for purchase and written in the Company’s Charter. – Charter capital is divided into several equal parts called shares. – Shareholders have the right to freely transfer their shares to others in accordance with the law. |
| Organizational structure | The owner is the organization, operating under one of the following two models:
– Chairman of the company, director or general director. – Board of members, director or general director. The owner is an individual, operating according to the model including chairman of the company, director or general director. |
These include the board of members, the chairman of the board of members, the director or the general director. | Works in one of the following two models
– General meeting of shareholders, board of directors, supervisory board and director or general director. – General meeting of shareholders, board of directors and director or general director. |
| Legal representative | There is at least one legal representative. | ||
| Establishment procedures | 1. Dossier composition
– A request for business registration. – Company charter. – Copies of the following papers: + Legal papers of the individual for the legal representative of the company. + Legal papers of the individual for the owner of the company are individuals; The legal papers of the organization for the owner are the organization. *Note: The legal papers of the company owner are foreign organizations that must be consular legalized. + Investment registration certificate in accordance with the Law on Investment. 2. Competent agencies: Business Registration Office. 3. Time limit for processing: 03 working days from the date of receipt of the dossier. 4. Results: Enterprise registration certificate |
1. Dossier composition
– A request for business registration. – Company charter. – List of members. – Copies of the following papers: + Legal papers of the individual for the legal representative of the company. + Legal papers of the individual for the owner of the company are individuals; The organization’s legal papers for the owner are the organization; The legal papers of the recipients for the representative authorized by the member are the organization and the written dispatch of the authorized representative. *Note: The member’s legal papers are that the foreign organization must be consular legalized. + Investment registration certificate in accordance with the Law on Investment. 2. Competent agencies: Business Registration Office. 3. Time limit for processing: 03 working days from the date of receipt of the dossier. 4. Results: Enterprise registration certificate |
1. Dossier composition
– A request for business registration. – Company charter. – List of founding books and lists of shareholders who are foreign investors. – Copy of the following papers: + Legal papers of the individual for the legal representative of the company. + Legal papers of individuals for founding shareholders, shareholders who are foreign investors who are individuals and organizations; Legal papers of individuals for representatives authorized by founding shareholders, shareholders who are foreign investors who are organizations and documents of sending representatives as authorized *Note: Shareholders’ legal papers are foreign organizations that must be consular legalized. + Investment registration certificate in accordance with the Law on Investment. 2. Competent agencies: Business Registration Office. 3. Time limit for processing: 03 working days from the date of receipt of the dossier. 4. Results: Enterprise registration certificate |
In addition to the types of popular companies in Vietnam mentioned above, foreign investors are tending to set up representative office and branch of foreign companies in Vietnam to carry out activities with many different purposes.
| Criteria | Representative office of foreign companies in Vietnam | Branch of foreign
in Vietnam |
| Notion | As a dependent unit of the enterprise, it is the task of representing the authorization for the interests of the enterprise and protecting those interests. | As a dependent unit of the company, it is responsible for performing all or part of the functions of the enterprise, including the authorized representative function. |
| Character | – There’s no legal status.
– There is no independent tax liability. |
– There’s no legal status.
– Incurring tax payment obligations. – The branches and lines of the branch must be true to the business lines of the enterprise. |
| Function | – There is no business function.
– Conducting trade promotion activities. – Get to know the market. – Conduct research activities, provide information. – The intermediary office has a communication function. |
– Service provision activities in service sectors, excluding service sectors, but the establishment of branch in that field are specified in specialized legal documents.
– Branch operating in industries and professions where the law must have conditions, branch may only operate when they meet the prescribed conditions. |
| Condition
establish |
– Foreign company must be registered for business in accordance with the laws of the country or territory to the International Treaties to which Vietnam is a member or recognized by the laws of these countries and territories.
– Foreign company must operate for at least 01 year. – The content of the operation must be in accordance with Vietnam’s commitments in international treaties to which Vietnam is a member, other cases wishing to establish must be approved by the Minister of Specialized Management. |
– Foreign company must be registered for business in accordance with the laws of the country or territory to the International Treaties to which Vietnam is a member or recognized by the laws of these countries and territories.
– Foreign company has been operating for at least 05 years. – The content of the operation must be in accordance with Vietnam’s commitment to open the market in international treaties to which Vietnam is a member and in accordance with the business lines of foreign companies, other cases must be approved by the Minister of Specialized Management. |
| File | 01 set of records, including:
– An application for a license for establishment of a representative office signed by the competent representative of a foreign company. – Copies of enterprise registration certificate or other papers with equivalent values (translated into Vietnamese and certified, and must be consular legalized). – Written appointment of head of representative office (translated into Vietnamese and certified).– Copies of audited financial statements or papers of equivalent value proving the existence and operation of foreign companies (translated into Vietnamese and certified). – A copy of the passport or id card or id card (if you are Vietnamese) or a copy of the passport (if you are a foreigner) of the head of representative office (translated into Vietnamese and certified). – Documentation of the planned location of the headquarters. |
01 set of records, including:
– An application for a license for establishment of a branch signed by the competent representative of a foreign company. – Copies of enterprise registration certificate or other papers with equivalent value (translated into Vietnamese and certified, and must be consular legalized). – Written appointment of the head of the branch (translated into Vietnamese and certified). – Copies of audited financial statements or papers of equivalent value proving the existence and operation of foreign companies (translated into Vietnamese and certified). – A copy of the Branch’s Operating Charter. – A copy of the passport or id card or id card (if you are Vietnamese) or a copy of the passport (if a foreigner) of the head of the branch (translated into Vietnamese and certified). – Documentation of the planned location of the headquarters. |
| Procedure
establish |
Submit your application by mail or online to the Licensing Authority where the representative office is scheduled to be located. | Submit your application by mail or online to the Licensing Authority. |
| Regime
report |
By January 30 each year, send a form-based activity report by mail to the Licensing Authority. | |
| Duration of operating license | 05 years, but must not exceed the remaining term of the Enterprise Registration Certificate or papers of equivalent value in case of specified time limit. | |
Above are the regulations related to the types of popular companies in Vietnam, hopefully the above information has brought useful knowledge to customers. If you have any problems related to the above issue, please contact The Law directly via phone number 0919 123 698 for advice and support. With a team of enthusiastic, dedicated and experienced lawyers, VAN LUAT Law Firm is pleased to support and become a reliable companion of customers in the coming time.
: Establishment procedures Foreign capital company in vietnam
Content quoted from source: thuvienphapluat.vn
