The most accurate procedure for registering a partnership company in Vietnam – ASLAW

A partnership company is chosen by most business people because of its many advantages. Especially this company model can combine the prestige of many people. However, in order to go into official operation, the partnership company also needs to go through the establishment process. The application and procedures to register for the establishment of a partnership under the latest Enterprise Law 2020 will be clearly presented below.

The Vietnam 2020 Law on Enterprise

What is a partnership company?

According to Article 177 of the Vietnam 2020 Enterprise Law, a partnership company is:

– A partnership company must have at least 02 members who are common owners of the company, doing business together under a common name (hereinafter referred to as general partners). In addition to general partners, the company may have additional capital contributors;

– General partners must be individuals, responsible with all their assets for the obligations of the company;

Capital-contributing members are organizations or individuals and are only responsible for the company’s debts within the amount of capital they have committed to contribute to the company.

A partnership is the only type of business that has legal status and unlimited liability.

A partnership company must have at least 02 members who are common owners of the company.

Procedures for company registration

Application for the registration of a partnership company

Article 20 of the Enterprise Law 2020 stipulates that an application for registration of the establishment of a partnership includes the following documents:

1. A business registration application

2. The company’s charter.

3. Members’ list

4. Copies of individuals’ legal documents for members

5. A copy of the investment registration certificate for foreign investors in accordance with the Law on Investment.

Submit

+ In case of direct registration at the Business Registration Office:

– Objects of application: the person establishing the enterprise or the person authorized to carry out the procedures for registration of the establishment of a partnership.

– Location of application submission: one-stop shop – Business Registration Office – Department of Planning and Investment under the province/city directly under the central government.

+ In case of online registration using a public digital signature:

– The legal representative accesses the National Business Registration Portal (https://dangkytinhdoanh.gov.vn). Then declare the information, download the electronic document, and digitally sign the electronic registration file according to the available process.

– The legal representative will receive a receipt of the business registration dossier online after completing the submission of the registration dossier.

+ In case of online registration using a Business Registration Account:

– The legal representative accesses the National Business Registration Portal to declare information and download electronic documents of personal identification papers. After that, the legal representative will be granted a business registration account.

– According to the business registration process on the National Business Registration Portal (https://dangkytinhdoanh.gov.vn), the legal representative uses the Business Registration Account to list and declare information, download electronic documents, and verify business registration documents.

Time limit for settlement.

– In case of online registration: An enterprise’s electronic registration dossier will be invalidated if the 30-day time limit has passed but the representative submitting the registration dossier fails to submit a paper copy to the Business Registration Office. (From the date of sending the notice on the issuance of the Certificate of Business Registration)

– In case of submitting paper documents directly at the Business Registration Office: within 03 working days, the business registration certificate will be approved from the date of receipt of complete and valid documents.

Issuance of business registration certificates (Article 27 in the Enterprise Law 2020)

1. An enterprise will be granted an enterprise registration certificate when it fully meets the following conditions:

a) Business investment in registered business lines is not prohibited;

b) The enterprise’s name is named in accordance with the provisions of Articles 37, 38, 39, and 41 of this Law;

c) Having a valid enterprise registration dossier;

d) Fully pay the business registration fee in accordance with the law on fees and charges.

2. In case the enterprise registration certificate is lost, damaged or otherwise destroyed, the enterprise shall be re-granted the enterprise registration certificate and must pay the fees as prescribed by law.