Business Establishment,

Registration And Reorganization

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Establishment of enterprises

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Who can establish an enterprise?
(Article 17, the law on enterprises 2020)

All individuals and organisations, who do not fall in the

cases listed in Article 17.2 of the law on enterprises 2020,
can establish an enterprise.

3
All individuals and organisations regulated in article 17.2, law on
enterprises 2020, include such as:

Persons not having Cadres, civil servants Persons being examined for penal
full civil act capacity or public employees liability

Managers or Persons banned to hold Officers, professional non-

professional managers certain posts related to commissioned officers in agencies or
in state enterprises business by court units of the people’s public securities

Officers, non commissioned officers, Persons serving prison sentences or

professional army member, national defence administrative handling decisions at
workers and public employees in agencies or compulsory detoxification centres or
units of the people’s army educational institutions 4
Prohibited Business Lines

 -Debt collection service business (new regulation);

- Narcotic substance business listed in Appendix I;
- Business of chemicals and minerals listed in Appendix II;
- Business of naturally-occurring specimens of species of wild
fauna and flora listed in the Appendix I of the Convention on
International Trade in Endangered Species of Wild Fauna and
Flora; naturally-occurring specimens of category-I endangered,
precious and rare forest fauna, flora and fish listed in the
Appendix III in this Law;
- Prostitution business;
- Purchase and sale of humans, human tissues, corpses and bodily
parts, fetuses (regulations on prohibition of purchase and sale of
human corpses and fetuses are added);
- Business activities related to asexual human reproduction;

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-Debt collection service business

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Narcotic substance business listed in
Appendix I

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Business areas banned by the government

Trade in drugs listed in Trade in chemicals and Trade in specimens

the appendix 1 minerals listed in the of wild flora and
appendix 2 animals listed in the
appendix 3

Trade in prostitution Trade in humans or Conduct business

human tissues and related to human
innards cloning
Conditional Business Investment:
(Appendix 4)
Making seals
Massage services
Practicing notary public profession
Insurance business
Multi-level marketing
.........
Summary: Which areas can investors invest?

Investors

Can’t invest
Can invest if met the Can invest
certain conditions freely

Banned Conditional Business investment

business investment business investment areas not subject to
areas areas conditions or banned
How many forms of investment incentives
are there? (Article 15.1, the law on investment 2020)

Application of lower tax

Import tax exemption Exemption from or
rates or tax exemption
to some specific reduction of land rental,
and reduction to
imported goods land use fee and tax
enterprise income
Who will be subject to investment incentives?
(Article 15.2, the law on investment 2020)

Projects in business Projects in regions Projects capitalised at

areas listed in the listed in the article 16.2 least VNĐ 6000
article 16.1 billion, and disbursing
within 3 years

Projects in rural Hi tech, science and technology

regions employing at enterprises, or science and
least 500 employers technology organisations
Sectors and trade eligible for investment
incentives
 high-tech activities; research and development
activities
 Production of new materials, new energies,
clean/renewable energies
 Manufacture of electronic product, automobiles
and automobile parts, shipbuilding
 Manufacture of information technology products,
software, digital content
 Cultivation and processing of argricultural, forest
and fishery products
 waste collection, treatment, recycling....
high-tech activities; research and development activities,
automobile….
Production of new materials, new energies, clean/renewable
energies
Cultivation and processing of argricultural, forest and fishery
products
Waste collection, recycle
Geographical areas eligible for
investment incentives

Difficult socio- Industrialparks,

economic economic zones
conditions
How will Vietnam support investors?
(Article 19, the law on investment 2020)

Vietnam will provide the following support to investors who invest

into Vietnam:
Support for development of technical and social infrastructure
systems inside or outside project fences;

Support for human resources training and development;

Credit support;

Support for access to production and business grounds; support for

relocation of production facilities out of inner cities and towns;

Support for science, technique and technology transfer;

Support for market development and information, and research and

development.
Dossiers for establishment

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What are included in dossiers of the establishment
(Article 19-22, the law on enterprises 2020)

LLC Joint stock Partnership Private

companies companies company enterprises
Registration Registration Registration
application application application
Registration
Charter Charter Charter application

List of founding and List of members

List of members foreign shareholders
Copy of a valid Copy of a valid Copy of a valid
personal personal personal
identification paper Copy of a valid
identification paper, identification paper, personal
or establishment, or establishment, Copy of investment identification paper
investment investment documents (applied
documents documents for foreign investors)
Ex: Registration application

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How to name an enterprise?
(Article 37, the law on enterprises 2020)

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 Cong ty trach
Limited liability nhiem huu han
company (Cong ty TNHH)

Joint stock Cong ty co phan

company (Cong ty CP)
Type of
enterprise Cong ty hop
Partnership danh
company
(Cong ty HD)
Doanh nghiep tu
Enterprise nhan
name Private enterprise
(DNTN – Doanh
nghiep TN)
Vietnamese name written by letters
Proper
in Vietnamese alphabets including F,
name
J, Z, W letters, numbers and symbols

Ex: Cong ty co phan Fuji 12+

Doanh nghiep tu nhan Hoa Hong
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Prohibited acts in naming an enterprise
(Article 38, the law on enterprises 2020)

Using identical or confusingly similar name to

a registered enterprise

Use the name of a state agency, people’s

armed forces unit, political, socio-political,
socio-politico-professional, social, socio-
professional organisation unless permitted by
them
Use words, phrases and symbols which
contravene national historical tradition,
culture, ethics and fine customs

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Identical name
(Article 41, the law on enterprises 2020)

Vietnamese name is written completely identical to the name

registered
• Ex: Cong ty TNHH thuong mai Thien Trang
and
Cong ty TNHH thuong mai Thien Trang
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Confusingly similar name
(Article 41, the law on enterprises 2020)
1. Vietnamese name is pronounced same as the name registered
Ex: Doanh nghiep tu nhan Hoang Hao – Doanh nghiep tu nhan Hoan Hao

2. Abbreviated name is identical to the abbreviated name registered

3. Name in foreign language is identical to the foreign language name registered

4. Proper name is different with the same type enterprise’s name registered only
by numbers, letters in Vietnamese alphabet and letters F, J, Z, W after the
proper name
Ex: Cong ty TNHH mot thanh vien Binh Minh – Cong ty TNHH mot thanh vien Binh Minh 1

5. Proper name is different with the same type enterprise’s name registerd only
by “&”, “.”, “+”, “-”, “_”, or “tan” before the proper name, or “moi” after the
proper name, or “mien bac”, “mien nam”, “mien dong”, “mien tay”, “mien
trung”
Ex: Cong ty TNHH TM AB – Cong ty TNHH TM A&B
6. Proper name is identical with the proper name of registered enterprises
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Name is written in foreign language
(Article 39, the law on enterprises 2020)

 The name which is translated from

Vietnamese into a foreign language
of the Latin script system.

 The proper name of an enterprise

may be kept unchanged or
translated according to its meaning
Ex:
Vietnamese name: Cong ty co phan Hoa Sen

English name: Hoa Sen Joint Stock company

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Abbreviated name
(Article 39, the law on enterprises 2020)

The abbreviated name may be an abbreviation of its Vietnamese

name or its name in a foreign language

Ex:
Vietnamese name: Cong ty TNHH thuong mai va dich vu Hong Ha
 Abbreviated name: CT TNHH TMDV HH

English name: Hồng Hà Trading and Services Limited Liability Company

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Abbreviated name: HHTS. LLC
Where will investors submit the
establishment registration document?

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Where will investors submit the
establishment registration document?
Provincial department of
planing and investment
where the enterprise places
its transaction office, or

Via posts, or

Via the business registration

website

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Reorganisation

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How many forms to reorganise (restructure)
an enterprise are there and their
consequences?

Division of Separation of Consolidation of

enterprises enterprises enterprises

Merger of Transformation
enterprises of enterprises

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Division of enterprises
(Article 198, the law on enterprises 2020)

Limited liability or joint stock companies can divide their shareholders,

members and assets to establish two or more new companies, and cease
to exist.
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Separation of enterprises
(Article 199, the law on enterprises 2020)

Limited liability or joint stock companies (separated companies) can be

separated by transferring part of their assets, rights and obligations to
establish one or more new limited liability or joint stock companies
(separating companies) without ceasing to exist

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Consolidation of enterprises
(Article 200, the law on enterprises 2020)

Two or more companies can be consolidated into a new company and

cease to exist.

Note: Consolidation of enterprises must comply with law on36

Merger of enterprises
(Article 201, the law on enterprises 2020)

One or more companies (merged companies) can be merged into other

companies (merging companies) by transferring all lawful assets, rights,
obligations and lawful interests to the merging company, and cease to exist

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Note: Merger of enterprises must comply with law on competition
Transformation of enterprises
(Article 202 - 205, the law on enterprises 2020)

1 Limited liability
company
Joint stock
company

Single-member
2 Joint stock
company
limited liability
company

Limited liability

3 Joint stock
company
company with
two or more
members
Limited liability
Private company, Joint
4 enterprise
stock company,
Partnership
company 38
Summary: re-organisation of enterprises

Which type of enterprises can Consequences of the

Forms or reorganisation
be reorganised reorganisation

- Divided companies cease to exist

1 Division of enterprises
- New companies are established
- Limited liability companies
- Joint stock companies
- Separated companies still exist
2 Separation of enterprises
- New companies are established

- New companies are established

3 Consolidation of enterprises - Consolidated companies cease to
- Partnership companies
exist
- Limited liability companies
- Joint stock companies - No new companies
4 Merger of enterprises
- Merged companies cease to exist

- Limited liability companies

Transformation of - Transformed enterprises ceases to
5 Joint stock companies
enterprises exist
- Private enterprises
Dissolution of Enterprise

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In which cases will an enterprise be dissolved?
(Article 207, the law on enterprises 2020)

• The operation duration expires but no decision on

1 extension of the duration

• As decided by the owner of private enterprises, all

general partners of partnership companies,
2 member’s council or the owner of limited liability
companies, or shareholders’ meetings of Joint
stock companies

• No longer having the minimum number of

3 members as required by law for 6 consecutive
months

4 • Its enterprise registration certificate is revoked

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In order to be dissolved, an enterprise must ensure:

Not currently be involved

To pay off all debts and in a dispute settlement
other property obligations process at courts or
arbitrations

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Self - study

How is an enterprise dissolved?

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What are the consequences of the dissolution?

The enterprise terminates its existences and liquidates its

assets

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The end

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