ISSUE 011221 – Procedure for obtaining an enterprise registration certificate

Dear Valued Clients,

Since the 2020 Law on Enterprises became effective, the procedure for obtaining an enterprise registration certificate has been updated. This Article shall provide a specific instruction to perform such procedure in accordance with the latest Law on Enterprise and its guidance documents.

Application for enterprise registration

Application for registration of a sole proprietorship[1]:

1.  The enterprise registration application form (pursuant to Annex I-1 of the Circular No. 01/2021/TT-BKHĐT).

2.  Copies of legal documents of the sole proprietorship’s owner.

 Application for registration of a sole partnership[2]:

1.  The enterprise registration application form (pursuant to Annex I-5 of the Circular No. 01/2021/TT-BKHĐT).

2.  The company’s charter.

3.  The list of partners.

4.  Copies of legal documents of the partners.

5.  Copies of the Certificate of Investment Registration of foreign investors as prescribed by the Law on Investment.

 Application for registration of a limited liability company (“LLC”) and a joint stock company (“JSC”)[3]:

 The enterprise registration application form (pursuant to Annex I-5 of the Circular No. 01/2021/TT-BKHĐT).

1.  The company’s charter.

2.  The list of members/shareholders.

3.  Copies of the following documents:

• • Legal documents of the individual members (in case of a LLC); founding shareholders and foreign individual member(s) (in case of a JSC); and the legal representative(s).
  • Legal documents of organization members/shareholders; a written designation of authorized representatives; and legal documents of such authorized representatives.

Legalized copies of legal documents of the foreign organization members/shareholders.

• • Investment Registration Certificate of the foreign investors.

Procedure for obtaining Enterprise Registration Certificate

Step 1: Draft an application for enterprise registration, prepare adequately necessary documents and information as clarified in Section “Application for enterprise registration” of this Legal Article.

Step 2: Submit the application to the Business Registration Office where the enterprise’s head office is located[4] and pay relevant fee and charge.

Under the list of fees and charges in the Circular No. 47/2019/TT-BTC, the applicant must pay the following fee and charge and charge when submitting the business registration application:

1.  The charge for enterprise registration: 50,000 dong/registration in case the application is submitted directly to the Business Registration Office. The charge is waved in case the application is submitted online at https://dangkykinhdoanh.gov.vn[5].

2.  The fee for announcing enterprise registration information: 100,000 dong/registration.

Note: The submission of the enterprise registration application in Hanoi must be done online.

Step 3: Application consideration[6].

Duration: 03 working days from the date the competent authority receives the valid application.

If the application is not satisfactory or the enterprise’s name is not conformable with regulation, the enterprise shall receive a written request for amendment within 03 working days from the date of application receipt.

Step 4: Receive the Enterprise Registration Certificate.

Right after receiving the Enterprise Registration Certificate, the enterprise’s information shall be announced on the National Enterprise Registration Portal.

Kind regards,

ENT Law LLC

The full version of this Legal Article can be found here.

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[1] Under Article 19 of the 2020 Law on Enterprises.

[2] Under Article 20 of the 2020 Law on Enterprises.

[3] Under Articles 21 and 22 of the 2020 Law on Enterprises.

[4] Under Article 32.1 of the Decree No. 01/2021/ND-CP dated 04/01/2021 on enterprise registration.

[5] Under Article 5.3 of Circular No. 47/2019/TT-BTC on amounts, collection, payment, management and use of fees for providing enterprise information, charges for business registration.

[6] Under Article 33 of the Decree No. 01/2021/ND-CP dated 04/01/2021 on enterprise registration.