Establishment and Business Registration

Group 1

Article 14Enterprise Law-2005

Contracts signed prior to business registration

1.Founding members and shareholders ortheir authorizedrepresentatives can engage in contracts for the purpose ofenterprise establishment prior to applying for businessregistration.

2. All rights and obligations resulting from contracts asstipulated in article 14(1) will be undertaken by theenterprises that are established afterward.

3. If the enterprises fail to be established, the singingpersons as stipulated in article 24(1) will be solely orjointly liable for the performance of such contracts.

Article 15. Procedures for registering businesses

1. Complete file to the competent business registraras stipulated in this law and will be responsible foraccuracy and truthfulness of information submitted

2. The business registrar willreview the submittedfile and decide to issue the certificate of businessregistration within 10 working days from the dateof receiving the file;A written notification is required to send toapplicants if the certificate of business registration isrefused to issue. The notification must stateexplicitly reasons of refusal or other requirementsfor amendment or supplement of the file if any.

3. The business registrar will beresponsible for the validity of the filewhen issuing the certificate of businessregistration; and is prohibited from askingapplicants for any document rather thanthose as stipulated in this law.

4. Time limit for issuing the certificate ofbusiness registration in circumstancewhere business registration is donetogether with realizing specificinvestment projects will be complyingwith the laws on investment.

Documents in establishing and registering new business- Article 16, 17, 18, 19

These four articles stating the documents needed to register four different types of company, which is

Business Registration Form

Regardless of different types of company one wishes to establish, they have to fill in the Business

Registration Form, which is released online at www.dangkykinhdoanh.gov.vn or www.businessregistration.gov.vn

or offline at “Một cửa” Quarter at Business Registration Office of Planning and Investment

Department

Legal Capital and Practice License

Depending on business area the company wishes to dive in, the company has to show:

• Legal Capital Certification

• Practicing Certificates of Director or other individuals

Other compulsory documents

Privatecompany

PartnershipLimited Liability Company

Joint Stock Company

Draft of Company’s Charter

× √ √ √

List of members and members’ information

Copy of IDor passport or other lawful personal identification

Copy of ID or passport or other lawful personal identification

• If the member is an individual: ID• If the member is a legal person: copy of Establishment Decision, Business Registration, power of attorney, ID of representative•If the members is a foreign org: copy of the B.R certificate made within 3 months

• If the member is an individual: ID• If the member is a legal person: copy of Establishment Decision, Business Registration, power of attorney, ID of representative•If the members is a foreign org: copy of the B.R certificate made within 3 months

Article 20: Foreign investors making 1st investment

To be subjects to this Law and the law on investment

The investment certificate shall be the business registration certificate

Article 21: Contents of requests for business registration

Name of enterprise

1- Address- Phone number- Facsimile number- Email transaction address

2

Lines of business

3

- Company: charter capital- Private enterprise: initial investment

4

* Limited company or partnership- Share of capital contribution

* Shareholding company- Number of shares- Classes of shares- Face value- Total number of shares of each class

5Lawful personal identification - owner- owner or authorized representative- members- Founding shareholders or authorized representative- unlimited liability partners

6

Article 22: Charter of a company

Name, addresses of the head office, branch, representative office1

Lines of business2

Charter capital + Method of increasing and reducing the charter capital3

Article 22: Charter of a company

Full names, addresses, nationality, other basic characteristics of all unlimited liability partners/owner/founding shareholders

4

- Ltd company or Partnership: Share of capital contribution and its value of each member- Shareholding company: number of shares+ face value of shares+ total number of shares of each type which may be offered

5

Rights and obligations of members/shareholders6

Management and organizational structure7

Article 22: Charter of a company

Ltd company + shareholding company: Legal representative 8

Procedures for passing resolutions + Rules for resolution of internal disputes

9

Bases and method of calculating remuneration + wages and bonuses of managers and members of the inspection committee or of inspectors

10

Circumstances a member may require company to redeem its share of capital contribution/shares

11

Article 22: Charter of a company

Rules for distribution of after tax profits and dealing with losses

Cases of dissolution, procedures for dissolution and procedures for liquidation of assets

Procedures for amendments of or additions to the charter14

Full names + Signature - Partnership: all unlimited liability partners - Limited liability company: legal representative + owner + members or authorized representative- Shareholding company: legal representative of founding shareholders

15

12

13

Article 22: Charter of a company

Other matters as agreed by the members or shareholders but may not be inconsistent with provisions of the law

16

Article 24: Condition for issuance of business registration certificate

• The sector in which the business registered in is unprohibited.

• The name of the enterprise complies with the law.

• The head office is in accordance with the law.

• The business registration document is valid.

• The enterprise paid in full the fee for registration.

Article 25: Content of business registration certificate

• Name, addresses of the head office of the enterprise, branch or representative office

• Full name, permanent address, nationality and number of people’s identity card, passport or other lawful personal identification of the legal representative of the enterprise; members or founding shareholder being individual; unlimited liability partners (in case of partnership) and company owner or the owner of the private enterprise.

• Detailed information about charter capital, shares, initial investment, legal capital.

Article 26: Alteration to contents of business registration

• Register (remaining the previous registration body) within a period of 10 working days from the date of alteration.

• Where any alteration is made, the enterprise shall be issued with a new registration certificate

• Where the business registration is lost, damaged, burned or otherwise destroyed, the enterprise shall be re-issued with the new one and must pay fee for it.

Article 29. Transfer of ownership of assets

Members (Ltd. Co., Partnership) and Shareholders (shareholding company)

Capital Contribution

Enterprise

Registered Assets/Land use rights Non-registered Assets

Procedures at the State body

No registration fee

Must be handed over, evidenced by minutes

Content of minutes

Shares, share of capital contribution

The legal ownership must be transferred to the company

Article 29. Transfer of ownership of assets

Owner of a private enterprise

Capital Contribution

Enterprise

No procedure required

Article 30. Valuation of assets contributed as capital

Assets

(other than Vietnamese currency, freely convertible

currency or gold)

Valuing MembersFounding Shareholders

Professional Valuation Org.

Establishment Operations

Agreed basis

Responsibility for the error: members or founding shareholders

- Agreed basis: enterprise vs contributor- Professionals (acception required)

Responsibility for the error: contributor/professional organization

and the representative

Article 32. Prohibited practices in naming enterprises

1. Identical to, cause confusion with registered name

2. State body, unit of people’s armed forces, political org, socio-political org, occupational socio-political org, social org, socio-occupational org (need approves)

3. Contravene national historical traditions, culture, ethics and fine customs

Article 33. Names of enterprises written in foreign languages and abbreviated names of enterprises

1. Translated from Vietnamese into corresponding foreign language (proper name may be retained or translated)

2. Shall be printed or written in smaller size than Vietnamese name at the premises of enterprise, on transaction paper, documents, materials, printed matters issued

3. Abbreviated name abbreviation of Vietnamese name or name in foreign language

Article 33. Names of enterprises written in foreign languages and abbreviated names of enterprises

Example:

Vietnamese name: Công ty TNHH Tư vấn đầu tư và thiết kế xây dựng Hy Vọng

Foreign language name Hope Investment Consulting and Construction Designing Company Limited

Hy Vong Investment Consulting and Construction Designing Company Limited

Abbreviated name Hope Co.,Ltd Hy Vong Co.,Ltd

Article 34. Identical names and names which cause confusion

1. Identical names names written and pronounced in Vietnamese which completely identical to registered names

2. Causing confusion names

a. Vietnamese names are pronounced the same

E.g. Phuong My company vs Phuong Mi company

b. Vietnamese names which just different only by the sign “&”

E.g. AB Company Limited vs A&B Company Limited

c. Abbreviated names are identical

d. Names in foreign language are identical

Article 34. Identical names and names which cause confusion

e. Names which only different by an ordinal number, a cardinal number or Vietnamese letters (except subsidiary company)

E.g. Binh Minh Company Limited vs Binh Minh 1 Joint Stock Company

f. Different by the word “tan” immediately preceding or “moi” immediately after

E.g. Hoan Cau Private Enterprise vs Tan Hoan Cau Company Limited

g. Different by the words “the North”, “the South”, “the Central part”, “the West”, “the East” or similar meaning words (except subsidiary company)

E.g. Lotus Manufacturing Private Enterprise vs Southern Lotus Manufacturing Company Limited

Article 35: Head office of enterprises

1. The place for contact and transaction of the enterprise; must be located within the territory of Vietnam, have a definite address, including house number, street name or name of commune, ward, township, district, provincial town, provincial city, province or city under central authority; telephone and facsimile numbers and email address (if any).Example: VIB Bank Head Office: 16 Phan Chu Trinh, Hoan Kiem, Hanoi. Tel: (04) 62760068; Fax: (04) 62760069. 24/7 Customer Service: (04) 62585858 or 1800 8180; Email: vib@vib.com.vn

2. Notify the business registration body of the opening hours at its head office within 15 days from the date of issue of the business registration certificate.

Article 36: Seal of enterprises

1. An enterprise shall have its own seal.The seal of an enterprise must be retainedand preserved at the head office of suchenterprise. The form and content of theseal, the conditions for having a seal madeand the usage of the seal shall be inaccordance with the regulations of theGovernment.

2. A seal is an asset of an enterprise. Thelegal representative of an enterprise mustbe responsible for the management anduse of the seal in accordance with law.Where necessary and upon agreement ofthe seal issuing body, an enterprise mayhave a second seal.

Article 37: Representative offices, branches and business

locations of an enterprise

1. Representative offices shall be a dependent unit of the enterprise, representing and protecting the interests of the enterprise.

2. A branch shall be a dependent unit of the enterprise, having the task of performing all or a number of the functions of the enterprise, including the function of an authorized representative. The lines of business of the branch must conform with the lines of business of the enterprise.

3. A business location is the location where specific business activities of an enterprise are performed. A business location may be different from the registered address of the head office.

4. A branch, representative office and business location must bear the name of its enterprise and a corresponding supplemental part identifying such branch, representative office and business location.

5. An enterprise shall have the right to establish branches and representative offices in Vietnam and overseas. The Government shall provide for the order and procedures.