Embark on a seamless journey to establish a partnership company in Vietnam with Inventive Legal, leveraging a decade of legal expertise. Whether you're a novice or an adept entrepreneur, our guide simplifies the process for you. Let's explore the essential steps for a smooth and legally robust establishment of your partnership company in Vietnam.
What is a Vietnam Partnership Company?
Based on Article 1 of Article 177 of the 2020 Enterprise Law, the concept of a partnership company is defined as follows:
A partnership company is a business entity in which:
+ There must be at least 02 members who are joint owners of the company, conducting business together under a common name (hereinafter referred to as the partnership members). In addition to the partnership members, the company may have additional contributing members;
+ Partnership members must be individuals, personally responsible for all their assets for the obligations of the company;
+ Contributing members can be organizations or individuals and are only responsible for the company's debts within the committed capital amount contributed to the company.
In accordance with Article 177, Section 1 of the 2020 Enterprise Law, a partnership member is defined as follows:
- An individual.
- Personally responsible for all their assets regarding the company's obligations.
- Has the right to legally represent and organize the daily business activities of the company.
What are the Characteristics of a Partnership Company?
In accordance with Article 177 of the 2020 Enterprise Law, a partnership company comprises the following basic characteristics:
+ A minimum of 2 members.
+ Partnership members are personally responsible for all their assets regarding the company's obligations.
+ Contributing members are only liable for the company's debts within the committed capital amount contributed to the company.
+ Acquires legal personality from the date of issuance of the business registration certificate.
+ A partnership company is not authorized to issue securities.
Rights of Partnership Member
Based on Article 181, Section 1 of the 2020 Enterprise Law, the rights of a partnership member include:
+ Participating in meetings, discussions, and voting on company issues; each partnership member has one vote or as specified in the company's charter.
+ Conducting business on behalf of the company; negotiating and signing contracts, transactions, or agreements deemed beneficial for the company.
+ Using the company's assets for business purposes; in the case of advancing personal funds for the company's business, the member has the right to request the company to reimburse the principal amount and interest at the market rate on the advanced amount.
+ Requesting compensation from the company for damages arising from business activities within the assigned scope if the damage is not due to the member's personal error.
+ Requesting information about the company's business from the company and other partnership members; examining the company's assets, accounting records, and other necessary documents.
+ Other rights as stipulated by this Law and the company's charter
Limitations on the Rights of Partnership Member
In accordance with Article 180 of the 2020 Enterprise Law, a partnership member will be limited in the following ways:
+ A partnership member cannot own a sole proprietorship.
+ A partnership member cannot be a member of another partnership company unless agreed upon by the remaining partnership members.
Obligations of Partnership Member
In accordance with Article 181, Section 2 of the 2020 Enterprise Law, the obligations of a partnership member include:
+ Managing and conducting business activities honestly, carefully, and in the best interest of the company to ensure maximum legal benefits for the company.
+ Managing and conducting business activities in accordance with the law, the company's charter, and resolutions or decisions of the Board of Members; in case of violation leading to damage to the company, the member must be responsible for compensating the damage.
+ Not using the company's assets for personal gain or for the benefit of other organizations or individuals.
+ Returning to the company any money or assets received and compensating for any damage caused to the company in cases where the member uses the company's name, personal name, or the name of others to receive money or other assets from the company's business without submitting them to the company.
+ Jointly and severally responsible for paying off the remaining debts of the company if the company's assets are insufficient to cover the company's debts.
+ Bearing losses corresponding to the contributed capital to the company or as agreed in the company's charter in cases where the company incurs losses in its business.
+ Reporting truthfully and accurately in writing the situation and results of their business to the company on a regular monthly basis; providing information about their business situation and results to members upon request.
Documents and Procedures to Establish a Partnership Company in 2024
Documents for Establishment of Partnership Company
- Request for Business Registration: A formal letter requesting the registration of the partnership company.
- Company Charter: The official document outlining the rules, structure, and operations of the partnership company.
- List of Members: A document detailing the names and information of all members involved in the partnership.
- Copies of Legal Documents:
- For individual members: Legal documents of individuals, such as identification papers.
- For organizational members: Legal documents of the organization, and for authorized representatives, both the legal documents of the individual and the written authorization.
- For foreign organizational members: Copies of legalized legal documents of the organization, authenticated by consular legalization.
- Certificate of Investment Registration: If the company is established or participated in by foreign investors or economic organizations with foreign investment, in accordance with the Investment Law and related guidance documents.
Submission Location for Establishment of a Vietnam Partnership Company
Submission of registration documents should be made at the Business Registration Office where the company's main office is located.
Registration Procedure for Establishment of a Vietnam Partnership Company
Direct Registration or via Postal Service
- The individual submitting the business registration documents, as per the provisions of Decree 01/2021/ND-CP, submits the application at the Business Registration Office where the main office of the company is located.
- After receiving the business registration documents, the Business Registration Office issues a Receipt for receiving the application to the submitter. The Business Registration Office grants the Business Registration Certificate within 03 working days from the date of receiving a valid application.
- In case the application is incomplete or the registered business name does not comply with regulations, the Business Registration Office will notify the applicant of the necessary amendments or additions within 03 working days from the date of receiving the application.
Registration via Electronic Means Using Digital Signatures
- The applicant fills out the information, uploads electronic documents, digitally signs the business registration documents online, and pays fees via the national business registration portal (https://dangkykinhdoanh.gov.vn).
- After completing the submission, the applicant receives a Receipt for the online business registration.
- If the application is sufficient for business registration, the Business Registration Office issues the Business Registration Certificate and notifies the business entity. If the application is incomplete, the Business Registration Office sends an electronic notification to the business entity, requesting necessary amendments or additions.
Registration via Electronic Means Using Business Registration Account
- The applicant uses the Business Registration Account to fill out information, upload electronic documents, digitally sign the business registration documents online, and pay fees via the national business registration portal (https://dangkykinhdoanh.gov.vn). In cases of authorization, the power of attorney document must include the contact information of the authorized person for verification purposes.
- After completing the submission, the applicant receives a Receipt for the online business registration.
- The Business Registration Office issues the Business Registration Certificate for the business entity if the application is sufficient, and notifies the business entity. In cases of incomplete applications, the Business Registration Office sends an electronic notification to the business entity, requesting necessary amendments or additions.
+ Public Announcement of Business Registration Information:
The request for public announcement of business registration information is carried out at the time the business entity submits the business registration documents. The announcement includes details from the Business Registration Certificate and information about the industry and business activities.
Fees for Establishing a Partnership Company
- Business Registration Fee: 50,000 VND per application.
- Public Announcement Fee for Business Registration Information: 100,000 VND per application.
- Exemption from Fees: No fees are required for online registration and registration conversion from a sole proprietorship.
- The applicant submits the public announcement fee and business registration fee at the time of submitting the business registration documents. The fees can be paid directly at the Business Registration Office, transferred to the office's account, or using electronic payment services. The business registration fee is non-refundable in cases where the business registration is not approved. If the business registration is not approved, the public announcement fee will be refunded.
Legal Basis: Article 22, 32 of Decree 01/2021/ND-CP; Circular 47/2019/TT-BTC; Appendix I issued with Decision 885/QD-BKD; Appendix I.5, I.9 issued with Circular 01/2021/TT-BKHD.
Establish a Vietnam Partnership Company with Inventive Legal
Establishing a partnership company in Vietnam is a strategic move that requires careful consideration of legal procedures and regulations. To ensure a smooth and compliant process, you can partner with Inventive Legal, leveraging our 10 years of expertise in the Vietnamese legal field. Here's a step-by-step guide on how we can assist you in establishing your Vietnam partnership company:
- Step 1: Initial Consultation
Begin with an initial consultation with Inventive Legal. We'll discuss your business goals, industry specifics, and partnership structure preferences. This consultation allows us to tailor our services to meet your unique needs.
- Step 2: Business Name Selection
We'll guide you in selecting a suitable and compliant business name for your partnership company. Ensuring your chosen name aligns with Vietnamese naming regulations is crucial for a smooth registration process.
- Step 3: Preparation of Documents
Inventive Legal will assist you in preparing all necessary documents, including the partnership agreement, list of members, and copies of legal documents for individual and organizational members. We'll ensure that your documentation complies with Vietnamese legal requirements.
- Step 4: Submission of Documents
Choose the method of submission, whether directly at the Business Registration Office or through electronic means. Our team will facilitate the submission process, ensuring all documents are complete and accurate.
- Step 5: Fee Payment
We'll assist you in paying the required fees, including the business registration fee and public announcement fee, following the specified legal provisions.
- Step 6: Business Registration Certificate Issuance
Upon approval, the Business Registration Office will issue the Business Registration Certificate within the stipulated timeframe. This certificate provides legal recognition to your partnership company.
- Step 7: Tax Registration and Compliance Checks
Inventive Legal will guide you through the tax registration process, ensuring compliance with local tax regulations. We'll also provide ongoing support to help you stay informed about changes in regulations.
- Step 8: Post-Registration Services
Our services extend beyond registration. We can assist with obtaining necessary licenses, compliance checks, and offer legal support for your partnership company's ongoing operations.
Partnering with Inventive Legal ensures a comprehensive and expert approach to Establishment of a Vietnam Partnership Company. Allowing you to focus on the growth and success of your business. Contact us today to initiate the process and embark on a successful business venture in Vietnam.
