Notes for startup, setting up or forming a company in Vietnam

Notes for startup, setting up or forming a company in Vietnam

When startup, setting up or forming a company in Vietnam, the applicants shall pay attention to notes according to the provisions of the Enterprise Law 2020 as follows:

I. Notes for names of a company in Vietnam

a. The Vietnamese name of a company in Vietnam shall contain two elements in order:
- The type of company: It shall be công ty trách nhiệm hữu hạn” or “công ty TNHH” for limited liability companies; “công ty cổ phần” or “công ty CP” for joint stock companies; “công ty hợp danh” or “công ty HD” for partnerships; “doanh nghiệp tư nhân”, “DNTN” or “doanh nghiệp TN” for sole proprietorships.
-The proper name: It shall consist of letters in the Vietnamese alphabet, the letters F, J, Z, W, numbers and symbols.

b. The company’s name in a foreign language is the name translated from the Vietnamese name into one of the Latin-based languages. The proper name of the company’s may be kept unchanged or translated into the foreign language.

c. The abbreviated name of an enterprise may be abbreviation of its Vietnamese name or foreign language name.

d. The company’s name shall be displayed at the headquarters, branches, representative offices and business locations of the enterprise and printed or written on transaction documents, records and printed materials published by the enterprise.

e. Prohibited acts of naming company
- Use of any name that is identical or confusingly similar to another enterprise’s name that is registered in accordance with Article 41 of Law on enterprise 2020.
-. Use of the name of a state authority, the People’s military unit, political organization, socio-political organization, socio-political-professional organization, social organization, social-professional organization as part or all of an enterprise’s name, unless it is accepted by that authority, unit or organization.
- Use of words or symbols that against the country’s history, culture, ethical values and good traditions.
Before startup, setting up or forming a company in Vietnam, it shall check the availability of the names of registered companies in the National Database of Business Registration.
Pursuant to regulations of Law on enterprises, the business registration authority is entitled to accept/refuse to register company’s name

2. Notes for the company’s headquarters

The company’s headquarters shall be located within Vietnam’s territory, is the company’s mailing address, has phone number, fax number and email address (if any).

3. Notes for registration of business lines in Vietnam.

The company selects the fourth-level business lines in the System of Business Lines of Vietnam issued together with Decision 27/2018/QD-TTg to write the business lines in the application for business registration, information Notice of change of business registration information or Application for change to Certificate of company  registration.
If there is a need to register a business line in more detail than that of a fourth-level economic sector, the company should choose a level-four business line first; Then, write the detailed business line right below the fourth-level business lines, but make sure that the detailed business line is suitable for the selected fourth-level business lines. At that time, the company”s business line is the detailed business line.
- For conditional investment and business lines specified in other legal documents, business lines shall be recorded according to the lines of business specified in those legal documents.
- For business lines not included in the System of Business Lines of Vietnam but specified in other legal documents, business lines shall be recorded according to the lines of business specified in these legal document.
- For business lines not included in the System of Business Lines of Vietnam and not yet specified in other legal documents, the business registration agency shall consider and record the business lines and lines of business into the National Database of Business Registration if it is not in the list banned from business investment; At the same time, notify the General Statistics Office - Ministry of Planning and Investment to add new business lines.
- For foreign-own capital company, business lines must be associated with CPC codes in accordance with Vietnam”s commitments in the WTO and international treatments to which Vietnam is a member.

4. Notes for charter capital of company in Vietnam

“charter capital” means the total value of assets that have been contributed or promised by the members/partners/owners when the limited liability company or partnership is established; or the total of nominal values of the sold or subscribed shares when a joint stock company is established
Currently, there is no regulation on the minimum amount of charter capital to be contributed when startup, setting up or forming a company in Vietnam, except for some cases where the Law stipulates that  company must ensure a minimum amount of capital to operate in some specific industries, please refer to: Some industries and professions require minimum capital when registering their business.

5. Notes on authorization to carry out business registration procedures in Vietnam.

In principle, the person setting up or forming a company in Vietnam is responsible for carrying out the procedures for business  registration and the legal representative of the company is responsible for carrying out the procedures related to business registration. .
Persons competent to sign written requests for business registration may authorize other organizations or individuals to carry out business registration procedures according to the following provisions:
a. In case of authorizing an individual to carry out business registration procedures, the business registration dossier must be accompanied by a written authorization for the individual to carry out procedures related to business registration and a copy of  ID card of authorized individual. This power of attorney is not required to be notarized or authenticated.
b. In case of authorizing an organization to carry out business registration procedures, the business registration dossier must be enclosed with a copy of the service provision contract with the service organization performing procedures related to business registration, the appointment letter of that organization for the individual who directly carries out the procedures related to business registration and a copy of the ID card of the individual appointed.
c. In case of authorizing a public-utility postal service provider to carry out business registration procedures, when carrying out business registration procedures, postal employees must submit a copy of the application form made according to the form provided by the enterprise. The public-utility postal service provider shall issue it with the signatures of the postal staff and the person authorized to sign the written request for business registration.
d. In case of authorizing a postal service provider that is not a public-utility post office to carry out business registration procedures, the authorization shall comply with the provisions of Clause b of this Article.

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