Step to step of business registration

PROCEDURE OF BUSINESS ESTABLISHMENT REGISTRATION

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Image 1. Thinh Tri Law - Advice on the business establishment process.

Currently, administrative procedures related to the establishment of enterprises have been simplified, giving enterprises the opportunity to enter the business market more easily. However, legal issues in the process of establishing a business are still difficult for individuals and organizations when setting up a business. In this article, Thinh Tri Law will present the steps to register a business.

OUTLINES

1. Issues to be prepared before setting up a business.

2. Steps to register for company establishment.

3. Guidance on tax declaration enterprises and procedures to be followed after establishment.

Legal basis:

Enterprise Law 2020;
Decree 01/2021/ND-CP on enterprise registration;
Circular 01/2021/TT-BKHDT guiding business registration issued by the Ministry of Planning and Investment.

1. Things to prepare before starting a business:

Name your business
Company name is determined based on the type of business, including: Limited Company, Joint Stock Company, Partnership, Private company + Proper Name.

Before proceeding with the registration, it is necessary to look up the possibility of registering a business name to avoid being duplicated or confusing with pre-registered businesses. In addition, it is necessary to avoid well-known company names that have been registered exclusively as trademarks because maybe the business will be asked to change its name due to the resemblance to a trademark of another company name being exclusively protected in Vietnam.
One of the factors that will cause confusion and easy refusal when conducting business name registration is that "The proper name of the business requested for registration is only different from the proper name of an enterprise of the same type already registered by a certain number of characters. However, ordinal numbers or letters of the Vietnamese alphabet and the letters F, J, Z, W right after the proper name of that enterprise”.

Declare the head office's address:

The address must not be registered at an apartment or a dormitory. If the company's address is a building, it is necessary to determine that the location has commercial functions.

Declare the charter capital in the company establishment dossier.

Current law does not stipulate the minimum or maximum capital when registering a company, except for industries that require capital.
The registration of the capital level will depend on the business needs and the capital contribution ability of each member. The increase of the charter capital will be done quite simply, whenever the enterprise has a need for additional capital. However, the reduction of the charter rate will require many conditions (for example, must operate continuously for 2 years to be able to reduce capital in the form of return of contributed capital). Therefore, enterprises need to carefully consider the charter capital registration.
Some other contents need to be prepared when registering a business such as: Company owner, members, shareholders, legal representative of the company, tax registration information, etc.

For more information, please contact Hotline: 1800 6365 to receive direct advice from a lawyer of Thinh Tri Law Firm.

2. Steps to set up a company::

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Image 2. Thinh Tri Law - Consulting on business establishment dossier.

Step 1: Prepare the business establishment dossier and apply for the business registration certificate

Business registration application form;
Company Charter of the ;
Notarized or authenticated copy of the founder and the company's legal representative (valid ID chip- based citizen card/Passport).
In case of capital contribution being an organization, the enterprise needs to submit together with the Decision on the Enterprise Establishment/Certificate of Business Registration or other equivalent documents, a valid copy of the personal identification certificate of the Company authorized representative.
Investment registration certificate, in case an enterprise is established by a foreign investor or a foreign-invested economic organization in accordance with the provisions of law.
Authorization letter from the owner to the authorized person if the company owner is an organization.
Authorization letter for the individual/organization to carry out the business establishment procedures (if any).

Time limit for completing the business establishment procedures: Within 03 working days from the date the competent authority receives a valid set of documents, the business registration authority will issue a notice of the validity of the application. file. In case of refusal to issue an enterprise registration certificate, it is necessary to notify in writing the enterprise founder. The notice must clearly state the reason or the content that needs to be supplemented/amended by the enterprise.
Procedure results: The competent authority will issue a business registration certificate with the enterprise's code and the enterprise's tax code.

Step 2: Engrave the seal and use the seal
After the enterprise is granted the business registration certificate, the enterprise can authorize the Thinh Tri Law firm or directly contact the organization to engrave the legal entity for the business. Enterprises are free to decide whether to use or not to use their seals, which is considered a highlight of the Enterprise Law 2020.
Accordingly, businesses have to take responsibility for themselves and also manage their company's seal, this is also a new point of the Enterprise Law 2020. However, this is also a concern of many businesses because of the problem. abuse of the seal as well as many businesses do not have a clear mechanism in managing their seal.
To better understand this issue, businesses can directly contact Thinh Tri Law office: 1800 6365.

3.Guidance on business tax declaration and procedures after establishment:

Tax declaration, tax report and year-end financial statement preparation:
After establishing a business, in the first year of establishment, the business will be exempt from license tax but still have to declare tax. Whether it's newly been established, has not yet generated business activities, has no revenue or expenses, businesses should note that quarterly and year-end businesses still need to declare value-added tax and business income tax and prepare year-end financial statements, even in the absence of any data. If the business is late to declare tax or does not declare it, it will be fined or may be subject to tax code closure.
Other issues to be done after setting up a business:
Hanging signs at the company's headquarters;
Open a bank account;
Register for electronic tax payment;
Issue value-added invoices for the first time.