Are you planning to start a business? You want to set up a type of company? to fulfill that entrepreneurial intent. But you are wondering, not knowing what type of business to suit your available resources as well as finding a reliable legal consultancy to support the establishment of the Business. Understanding this problem, Gattaca Law would like to provide and answer to customers what to note as well as procedures for business registration. Help customers choose the right type of company.
      How to register to set up an Enterprise? How does the law regulate the order, procedures and costs for establishing an Enterprise? The information below that Gattaca provides will answer those questions for customers.
       I. Matters to note
       Firstly, Select the type of business to start a business

        Đây là bước rất quan trọng có tính chất quyết định đến sự thành bại của ý tưởng kinh doanh mà quý khách hàng đem ra áp dụng trong thực tiễn.
       Theo Luật Doanh nghiệp mới nhất năm 2014, có 5 loại hình doanh nghiệp cơ bản để khách hàng tham khảo và lựa chọn, mỗi loại hình doanh nghiệp đều có ưu điểm và nhược điểm khác nhau. Luật Gattaca luôn sẵn lòng hỗ trợ và tư vấn cho quý khách hàng để quý khách hàng lựa chọn loại hình doanh nghiệp phù hợp với nguồn lực sẵn có của mình. Quý khách hàng vui lòng liên hệ với chúng tôi theo Hotline: +84 90 176 3379 hoặc qua hòm thư: lawyer@gattacalaw.vn để được hỗ trợ.

     - Private enterprise: Owned by an individual and responsible for infinite assets with all his personal assets.

• Private enterprises will not issue any type of securities;

• Each individual is only entitled to establish a private enterprise;

• A private enterprise has no legal status, the owner of a private enterprise is the legal representative of the enterprise.

     - Single-member limited liability companies: Owned by an individual or an organization and responsible for limited assets within the amount of its charter capital contributed.

• One member limited liability company has legal status starting from the date of being granted the business registration certificate.

• One member limited liability companies will not be entitled to issue shares.

• A one-member limited liability company is solely decided by the company owner on all matters related to the company's operations. The company's owner has the right to transfer all or part of the company's charter capital to other organizations and individuals, responsible for the company's debts and other property obligations within the amount of capital. Charter of the company.

• Depending on the business lines, the internal management structure of a one member limited company includes: Board of Directors and Director or Chairman of the Company and Director. Single member limited liability companies are not allowed to issue shares.

    - Two-member limited liability company: At least 2 members and at most 50 capital-contributing members and responsible for limited assets within the amount of charter capital contributed.

• Members may be individuals or organizations;

• The number of members does not exceed 50 Members;

• Members must be responsible for debts and other property obligations of the enterprise within the amount of capital committed to contribute to the enterprise;

• The capital contribution of members is only transferred according to regulations.

• Limited liability companies with two or more members have the legal person status starting from the date they were granted the business registration certificates and are not allowed to issue shares

     - Joint-stock companies: Having 3 or more shareholders or organizations, not extending the maximum of capital-contributing shareholders and being limited liability for assets within the amount of their contributed charter capital.

• Charter capital is divided into equal parts called shares;

• Shareholders may be individuals or organizations;

• Minimum number of shareholders is 3 and unlimited maximum number;

• Shareholders are only responsible for debts and other property obligations of the enterprise within the amount of capital contributed to the enterprise;

• Shareholders are free to transfer their shares to other people, except for the cases specified in Clause 3 Article 81 and Clause 5 Article 84 of the Law on Enterprises 2014.

• A joint stock company has a legal status starting from the date it is granted the business registration certificate.

• Having the right to issue all kinds of securities to raise capital

     - Partnerships: There must be at least 2 members who are co-owners of the company, doing business together under a common name. In addition to general partners, there may be capital-contributing members.

• General partners must be individuals, responsible with all their assets for the company's obligations;

• Capital-contributing members are only liable for the debts of the company within the amount of capital contributed to the company;

• Having legal status from the date of being granted the business registration certificate;

• Not to issue any kind of securities.

       After selecting the type, depending on the type of business, there are different members (shareholders). You are required to have a certified copy of your identity card (or passport).
        Second, choose a name for your Business
      Business name is not only to distinguish legal entities from each other but also to become the trademark of the owner, which is a premise for companies to compete in the economic arena. The naming of an enterprise depends on the will of the owner but must still meet the conditions prescribed by law:
        Article 38 of the 2014 Law on Enterprises stipulates:
        Vietnamese name of an enterprise must be made up of two components: the type of company and the proper name

• Company type: The default name such as a limited liability company, joint stock company, ....

• Own name: Is the name that customers are allowed to choose by letters, numbers.

       The name of the company chosen by the customer can only be registered if it is not in the cases of naming ban as prescribed in Article 40 of the 2014 Enterprise Law: The name is duplicated or confusingly similar to the registered companies; The name contains elements of violence, contrary to the fine customs and morals; Names of military, armed forces, police and state agencies (except where permitted)
        You can register your business name in both English name and initials but must ensure compliance with regulations.
        In the course of business, the company can completely change the name of the company but must ensure the provisions on the conditions of naming as above.
        Third, Headquarter of the Company
       Article 43 of the 2014 Enterprise Law stipulates: “The head office of an enterprise is the place of contact of the enterprise on the territory of Vietnam, whose address is identified including house number, niche, alley, lane, lane, street, road. or hamlet, hamlet, commune, ward, town, district, urban district, town, provincial city, province or centrally run city; telephone number, fax number and email address (if any). "
       Company headquarters are important to the formation and development of every business. This will be the place where business activities, information storage, and connection points between enterprises and state agencies, ... Therefore, choose a company headquarters convenient and in accordance with the provisions of The law is a premise for the development of enterprises.
       A note that we would like to send to our customers about the registration of the Head Office: The head office you declare during the establishment of the company must have legal use rights. That means, the customer will have to be the owner of the registered location. Or if the head office is the location for renting, borrowing, etc., a contract is required in accordance with the law.
       Fourth, identify the business industry for the business
       In our opinion, the determination of business industry for the business is very important. Because in addition to the usual business registration procedures, in some categories of business, investors must also apply for a business license, must have a practicing certificate, legal capital, prohibited business lines or must meet some more specific conditions of that business line as required by law as well as strictly comply with those conditions throughout the course of business operation. Therefore, customers need to pay more attention in determining the business sector for their business.
        Fifth, determine the charter capital
      Everyone can simply understand that the charter capital is the amount of money that the owner, member, shareholder contributes in establishing the company, or committing to contribute in accordance with the time specified in the Charter. Charter capital is considered as a basis for clearly defining rights and obligations among capital-contributing members and shareholders. Of course, for companies such as limited liability, private enterprises, the owner will have to contribute 100% of the charter capital.
      Charter capital is also a factor affecting license tax that the company will have to pay to state agencies. Therefore, customers should not indiscriminately choose some charter capital. Instead, we need to find a reputable legal entity - quality - many years of experience to advise customers on this issue. With more than 20 years of consulting experience for businesses in Vietnam, we - Gattaca Law Firm have consulted and implemented services for thousands of small and large enterprises ... etc. and all have received recognition from customers.
       Sixth, determine the legal representative
       In the procedure of business establishment registration, customers will need to declare the legal representative who is the Director / General Director or Chairman of the Members' Council / Board of Directors. Regulations on legal representative are specified in Articles 13, 14, 15, and 16 of the Enterprise Law. Whereby:
The legal representative must reside in Vietnam. In case the company has only one representative but must leave Vietnam, it will have to authorize in writing to others.
The representative has rights and obligations in the transactions of the company. At the same time is representing the company before the law.
There may be more than one legal representative of the Limited Liability Company and the Joint Stock Company
       In addition, in some other cases, the legal representative will need to make special adjustments.
       II. Order and procedures for enterprise establishment registration
       1. Prepare documents on enterprise establishment
      Procedures for establishing a company are indispensable for preparing documents. For each type of company, customers will have to prepare a separate set of documents.
       1.1 Profile establishing a private enterprise
       As stipulated in Article 20 of the 2014 Law on Enterprises, including:
       1. An application for enterprise registration.
       2. Copies of citizen identification card, identity card, passport or other lawful personal identification of the owner of the private enterprise.
       1.2 Establishment file of limited company
       As prescribed in Article 22 of Law on Enterprises 2014, including:
       1. An application for enterprise registration.
       2. Company charter.
       3. List of members.
       4. Copy of the following papers:
       a) Citizenship identification cards, identity cards, passports or other lawful personal identification of members being individuals;
       b) Establishment decision, enterprise registration certificate or other equivalent documents of the organization and authorization document; Citizenship identification card, identity card, passport or other lawful personal identification of the authorized representative of a member being an organization.
For members being foreign organizations, the copy of the enterprise registration certificate or equivalent documents must be consular legalized;
       c) The certificate of investment registration, for foreign investors, in accordance with the Law on Investment.
       1.3 Establishment file of Joint Stock Company
       As stipulated in Article 23 of the 2014 Law on Enterprises, including:
       1. An application for enterprise registration.
       2. Company charter.
       3. List of founding shareholders and shareholders being foreign investors.
       4. Copy of the following papers:
       a) Citizenship identification cards, identity cards, passports or other lawful personal identification papers of founding shareholders and foreign investors being individuals;
      b) Establishment decision, enterprise registration certificate or other equivalent documents of the organization and authorization document; Citizenship identification card, identity card, passport or other lawful personal identification of the authorized representative of the founding shareholder and shareholder being a foreign investor being an organization.
       For shareholders being foreign organizations, the copy of the enterprise registration certificate or equivalent document must be consular legalized;
       c) The certificate of investment registration, for foreign investors, in accordance with the Law on Investment.
       1.4 Establishment file of Partnership Company
       As prescribed in Article 21 of Law on Enterprises 2014, including:
       1. An application for enterprise registration.
       2. Company charter.
       3. List of members.
       4. Copies of members' ID cards, ID cards, passports or other lawful personal identification of the members.
       5. Copy of the investment registration certificate, for foreign investors according to the provisions of the Investment Law.
       Gattaca Law Firm advises and supports clients to prepare and complete the business establishment documents fully and quickly. Please contact us at Hotline: 0901 763 379 or send to the mailbox: lawyer@gattacalaw.vn for assistance. Thank you.
       
        2. Submit application file for enterprise establishment registration
       After completing the application file for enterprise establishment registration, all customers need to do is to submit the establishment file to the competent State agency to consider, process and approve the license to open the enterprise. .
        Receiving and processing authority: Business registration office under the Department of Planning and Investment of the province or city where the enterprise intends to locate its head office.
How to apply as follows:
     Option 1: Business owners bring paper documents to the Department of Planning, request the establishment of a company and pay a fee to support the establishment (This method will cost more to establish the company and take more time to travel if erroneous records)
       Method 2: Enterprises apply online then submit paper documents: This method requires enterprises to have a business registration account on the National Business Registration Portal (https: // dangkykinhdoanh) .gov.vn) and apply according to 2 steps of online and paper submission (This method helps to save costs for State agencies but few enterprises can do it themselves)
     Option 3: Authorize service unit to set up a business (This is the most optimal way, saving both the establishment cost and no labor costs for the business, but choosing a reputable service company credit, professional). 
        3. Receive the certificate of business registration and the procedures to be followed after establishment.
       After receiving the certificate of business registration, the enterprise will carry out procedures for carving round marks, announce the seal sample, and publish the information on enterprise establishment on the national business registration portal.
        4. Business establishment service - Gattaca Law Firm
       Gattaca Limited Law Company (trading name: Gattaca Law Company, abbreviated name: GLF) is a law organization of Hanoi Bar Association, established and operating under the operation registration certificate No.: 01021485 / TP / ĐKHĐ of Department of Justice of Hanoi City. With a team of lawyers and legal experts with many years of experience, Gattaca Law Firm provides a comprehensive and comprehensive business establishment service to clients.
       Come to us, customers will see how we work, see the core values ​​of the brand that we bring, that is:

• Creativity: giving customers useful legal solutions appropriate to the nature and characteristics of each case

• Profession: intensive legal services with high quality human resources

• Dedication: identifying customers as the focus, ensuring maximum rights and legitimate interests of customers

• Connectivity: Extensive network of relationships saves time and costs for customers

• Confidentiality: ensuring business secrets and documents provided by customers.

"Gattaca Law - Trusted Legal Partner"

Above are some notes about the order and procedures for business establishment registration that Gattaca Law has summarized, please send to customers.
Implementation: Lam Tran