Procedure establish company in Vietnam

Starting a Business in

Vietnam

Below is a detailed summary of the bureaucratic and legal hurdles faced by entrepreneurs wishing to incorporate and register a new firm in Vietnam. It examines the procedures, time and cost involved in launching a commercial or industrial firm with up to 50 employees and start-up capital of 10 times the economy's per-capita gross national income.

This information was collected as part of the Doing Business project, which measures and compares regulations relevant to the life cycle of a small- to medium-sized domestic business in 189 economies. The most recent round of data collection was completed in June 2014.

No.	Procedure	Time to Complete	Associated Costs
1	Check the proposed company name; obtain a business registration certificate as well as a tax registration certificate from the local business registration office under the Department of Planning and Investment Agency: Department of Planning & Investment The applicant has to submit documents in accordance with Government Decree 43/2010/ND-CP (15 April 2010) on enterprise registration, as amended by Government Decree 05/2013/ND-CP (9 January 2013) ("Decree 43"). Pursuant to Article 26 of Decree 43, when the application file for enterprise registration fully satisfies the conditions for issuance of an enterprise registration certificate, information about that file shall be transferred to the database of the Department General of Taxation (Ministry of Finance). The Department General of Taxation is responsible, within two working days from the date of receipt of information from the national database of information, to create an enterprise code number and to transfer it to that national database in order for the provincial business registration office to issue it to the enterprise. Each enterprise is issued one unique enterprise code number. This code number is both the business registration code number and the tax code number of that enterprise (Article 8 of Decree 43).	14 days	VND 200,000 (official fees)
2	Make a company seal Agency: Sealmaker The company obtains a company seal from a seal maker.	8 days	VND 165,000 - VND 370,000 for bronze seal
3	Registration of the seal-sample at the Police Department Agency: Local Police Office Most business transaction documents must be signed and stamped before they are considered valid and legal. Pursuant to Circular No. 193/2010/TT-BTC of the Ministry of Finance dated December 2, 2010, the fee to register the seal-sample is VND 50,000. The seal will be registered by the police division. The representative has to lodge a copy of the Business and Tax Registration Certificate and also present his or her identity card.	1 day	VND 50,000
4	Open a bank account Agency: Bank Each bank requires a different minimum deposit to open an account. For instance, whereas Vietcombank requires the fixed amount of VND 1 million for an account in VND and USD 300 for one in USD, Asian Commercial Bank requires VND 1 million for a VND account and US 100 for a USD account. To open the account, the bank requires a bank-issued application form, the company seal, the company’s business registration certificate, and the resolution of the management board on the authorized signatures.	1 day	no charge
5	Publish the registration contents on the National Business Registration Portal (NBRP) Agency: National Business Registration Portal (NBRP) According to the Decree No. 05/2013/NĐ-CP dated 09/01/2013, within 30 working days since the date of the establishment or the amendment registration, enterprises shall post their registration contents on the National Business Registration Portal (NBRP) as stipulated in the Article 28 of the Enterprise Law and pay the fee for publishing the business registration information. The fee for publishing the registration contents on the National Business Registration Portal is VND 300,000 according to the Circular No. 106/2013/TT-BTC of the Ministry of Finance dated August 9, 2013. This Circular takes effect on October 01, 2013.	5 days	VND 300,000
* 6	Pay business license tax  Agency: Tax office or commercial bank The business license tax is paid to the tax authority where the enterprise registers its tax reports or through designated commercial banks. Such business license tax is paid annually and in the first month of a year (with regards to enterprises are operating) and in the month when the newly established enterprise obtains the tax registration certificate and tax code. The new company established during the first 6 months of the year shall pay the entire annual business license tax, if established during the last 6 months, then pay 50% of annual license tax.	1 day, simultaneous with previous procedure	VND 1,000,000 (business license tax)
* 7	Buy pre-printed VAT invoices from the Municipal Taxation Department or obtain and print self-printed VAT invoices Agency: Municipal Taxation Department All companies shall use their shelf-printed VAT invoices from 1 January 2011 according to Decree No.153/2010/ND-CP and its guidelines (if any), therefore, the Company must contact with the publisher to order the print of its VAT Invoice Books for its demand and must implement the legal procedure on registration and circulation of shelf-printed VAT Invoices with the Municipal Taxation Department. To register for self-printing of invoices, company founders must submit an application on a standard form, along with (a) a sample self-printed invoice, including all statutory details; (b) a map showing the location of the company’s office or copy of the lease contract if the premises are leased, certified by the ward commune people’s committee; (c) the general director’s identification card; (d) a copy of the business registration certificate; and (e) and the tax registration certificate and copy. According to Ministry of Finance Circular 64/2013/TT-BTC (May 15, 2013) which amending Ministry of Finance Circular 153/2010/TT-BTC (28 September 2010), a company can self-print the VAT invoices if it has incurred a total tax penalty amount of less than 50 million Vietnamese dong within 365 consecutive days before the first self-print. The company shall prepare an announcement of self- issuance of invoice and send it to the relevant tax authority of where the company has its head office, within 10 business days from the date of signing the announcement and 5 business days at the latest before the date on which the invoice is in use, and the announcement must immediately be listed at all establishments using such invoice to sell goods and services during the entire period of such use (Article 11 of Decree 51 and Article 9.4 of Circular 153/2010/TT-BTC guiding the implementation of Decree 51). In total, it may take about 10 days to get the printed VAT invoices and register them with the Municipal Taxation Department.	10 days, simultaneous with previous procedure	about VND 200,000 per book
* 8	Register with the local labor office to declare use of labor (Municipal Department for Labor, Invalids and Social Affairs). Agency: Municipal Department for Labor Within 30 days of starting operations, the employer must register all employees and their qualifications with the Labor Office (in conformity with set forms). The relationship between the employer and its employees are regulated by the Labor Code and set forth in labor contracts.	1 day, simultaneous with previous procedure	no charge
* 9	Register employees with the Social Insurance Fund for the payment of health insurance and social insurance. Agency: Social Insurance Fund The company must register with the Social Insurance Fund all employees who have contracts for 3 months or longer. The employer must complete a form provided by the Hanoi Social Insurance and include the following information: the employee name and date of birth, salary (as stated in the labor contract), the social insurance book serial number (for employees already issued with those books), a certified copy of the company's business registration certificate, and a copy of each labor contract. The Social Insurance Office must, within 30 days from the date of receipt of the application file, issue an insurance registration book for each new employee that was not issued such book by the previous employer. The employer is responsible for paying social and health insurance contributions for each employee. Since the health insurance merged with the social insurance funds, payment is made (monthly or quarterly) directly to the Social Insurance Fund. Health insurance certificates are issued during the first month of the year.	1 day, simultaneous with previous procedure	no charge
* 10	Register for trade union with Vietnam General Confederation of Labor Agency: Confederation of Labour The employer must register with the local trade union or industry trade union (as defined below) no later than 6 months from the date it starts operations. The term “trade union” includes (a) provincial or municipal-level confederations of labor under the Vietnam General Confederation of Labor; (b) central-level industry trade unions; (c) trade unions of corporations under the Vietnam General Confederation of Labor; (d) confederations of labor of districts, towns, and provincial cities; (e) local-level industry trade unions, (f) trade unions of processing zones, industrial zones, and high-tech zones; (f) trade unions of corporations; and (g) superior trade unions of other establishments. These trade unions are responsible for establishing a trade union for the company, according to the provisions of the Labor Code, the Law on Trade Unions, and the Charter of the Trade Union of Vietnam, to represent and protect the lawful and legitimate rights and interests of the employees and the labor collective. If a company trade union is not established within 6 months, the superior trade union shall appoint a provisional executive committee of the trade union to represent and protect the lawful and legitimate rights and interests of the employees and the labor collective. This mandate is provided for by the Labor Code, the Law on Trade Unions, and the Charter of the Trade Union of Vietnam. The term of the provisional executive committee of the trade union and the extension of that term is subject to the regulations of the Vietnam General Confederation of Labor.

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