Birth Certificate registration in Vietnam

Vietnam Law allows the establishment of a company in Vietnam in various forms. It is an important step in investment process.

Investors could choose different forms depending on the needs and capacity on the ability to raise capital and sharing the risk in business as well as the management and operating costs. Each form will have its own organizational structure, operating mechanism, rights and obligations specified under Law on Enterprise 2014.

Currently, Limited Liability Company (“LTD”) and Joint Stock Company (“JSC”) are two popular enterprise forms operating in Vietnam.

What is the difference between these two forms of companies?

I. Organizational Structure

Number of members/shareholders:

LTD

-Single member LTD: Having only one member (member can be an organization or an individual);

-Multi members LTD: Having at least 2 members and not exceed 50 members (member can be an organization or an individual).

JSC

Joint Stock Company has at least 3 shareholders and not limit the maximum number.

Management structure

LTD

-Single member LTD

Single member LTD owner by an organization shall be organized under two models: Company president, Director/General director and Supervisor; (OR) Members Council, Director/General director and Supervisor.

Single member LTD owner by an individual shall be organized as follows: Company president, Director/General director.

-Multi members LTD

Multi members shall be organized by: LTD Council members, Chairman of the Members Council and Director/General director;

Multi members LTD having 11 members or more shall establish the Board of Supervisors.

JSC

JSC can be organized under two models: General Meeting of Shareholders, Board of Directors, Board of Supervisors and Director/General director; (OR) General Meeting of Shareholders, Board of Directors (Board of Internal Supervisors under Board of Directors) and Director/General director.

II. Capital Contribution

Raising capital

LTD

-Single member LTD: Owner increases charter capital

-Multi members LTD: Members increase their charter capital, or increasing the number of capital contributors

JSC

Different from LTD, JSC can raise its capital by various methods as follows: Selling shares to existing shareholders; Selling shares individually to non-shareholders; Issuing shres on the stock market.

Transfer of contributed capital

LTD

-Single member LTD: Owner transfers a part of contributed capital to other persons and this could lead to changes of the type of business or other procedures if all capital is transferred (for instance in a M&A deal).

-Multi members LTD: Offer the stakes to other members in proportion to their stakes in the company under the same conditions; The stakes could only be transferred to other persons if the members do not buy or do not buy completely within 30 days from the offering date.

JSC

The shareholders of JSC are free for transfer their contributed capital after 03 years from the establishment.

Having said that, LTD is a type of enterprise that the capital contribution is not the only link between the members of the company but they are also linked together by relationship. They may be acquaintances and trust each other to jointly contribute capital to establish an enterprise. Therefore, the management of the LTD is as complicated as JSC. With the larger the number of shareholders, the level of capital mobilization, voting power to decide on issues of the company based on the ratio of capital contribution of each shareholder, the management and operation of the JSC is more complex.

The ability to raise capital of a JSC is higher than a LTD. Because, JSC can issue shares to the public in the form of securities. When the stocks are listed on stock exchange, the information of company’s business operations must be public and more transparent.

The procedure to set up a company in form of an LTD or a JSC has not much differences.

Provisions on announcing of business information are stipulated in the Law on Enterprise and other decrees which company has to comply as part of compliance procedures.

After being granted an enterprise registration certificate, under the Enterprise Law, an enterprise must publicly announce it on the National Business Registration Portal according to the order, procedures and pay fees as required. The application for publication of enterprise registration information is a compulsory procedure, made at the time an enterprise submits its enterprise registration dossier. Information about publication of enterprise registration information is posted on the National Business Registration Portal. The content to be published includes the contents on the enterprise registration certificate and the lines of business. In addition, for joint stock companies with foreign investors, a list of founding shareholders and foreign investors is required. In case of changes in enterprise registration contents, the corresponding changes must be publicly announced on the National Business Registration Portal.

Provisions on form, time and content of announcement are different from those in the Law on Enterprise, specifically, within a period of thirty days from the date of being granted an enterprise registration certificate, an enterprise must publish information in one of the forms posted on the business information network of the business registration agency or one of the written or electronic newspapers in three consecutive issues. The main content to be published includes: Company’s name; Address of the head office of the enterprise, branch or representative office; Lines of business; Charter capital of limited liability company and partnership company; number of shares and value of contributed capital and number of shares to be issued with joint stock company; initial investment capital for private enterprises; legal capital for enterprises conducting lines of business requiring legal capital; Full name, address, nationality, ID card number, passport or other legal personal identification number, establishment decision number or business registration code of the owner, member or shareholder foundation; Full name, permanent address, nationality, ID card number, passport number or other legal personal identification of the legal representative of the enterprise; Place of business registration.

For publication fees, according to the provisions of Circular no. 47/2019/TT-BTC stipulating the rates, collection, payment, management and use of information provision charges of enterprise information that takes effect from the date of On September 20, 2019, the enterprise registration fee and the enterprise registration content announcement fee are VND 100,000/time, instead of the VND 300,000/time as stipulated in Circular no. 215/2016/TT-BTC regulating the rates, collection, remittance, management and use of charges for provision of enterprise information and enterprise registration fees.

In addition, there are some enterprises that do not need to publish their business information on the National Business Registration Portal before going into operation, but make other forms of announcement. For example, for a law-practicing organization, within thirty days after being granted operation registration papers, law-practicing organizations must publish on daily newspapers of central or local registry of law practice or newspaper for three consecutive issues. For credit institutions, foreign bank branches, representative offices of foreign credit institutions and other foreign institutions engaged in banking activities, they must be published on the State Bank’s media, and in a daily newspaper written in 03 consecutive issues or an electronic newspaper of Vietnam at least thirty days prior to the scheduled date of operation of opening information as prescribed in Article 25 of the Law on Credit Institutions 2010.

In addition to disclosing corporate information, there is also a procedure for disclosure of information on the stock market that is applicable to public companies and bond issuers (except for government bond issuers and bonds), government-guaranteed bonds and local government bonds), securities companies, fund management companies, branches of foreign fund management companies in Vietnam, public funds. These companies and organizations must comply with the law on securities in the Securities Law announcing on the company’s website and information disclosure system of the State Securities Commission.

Provisions on announcing of business information are stipulated in various laws and degrees in Vietnam, allowing the interested party to be searching for business purpose for information in regard to investment registration certificate number, business registration certificate number and others information.

In particular, after the enterprise being granted an enterprise registration certificate, it shall carry out procedures to publish it on a portal as per procedures and pay the related fees for administration. The application for publication of enterprise registration information is a compulsory procedure, made at the time an enterprise submits its enterprise registration dossier. The content to be published includes the contents on the enterprise registration certificate and the lines of business. In addition, joint stock companies with foreign investors will need to provide information including founding. In case of changes in enterprise registration contents, the corresponding changes must be publicly announced.

Also, an enterprise must publish information in one of the forms posted on the business information network of the business registration agency or one of the written or electronic newspapers in three consecutive issues. The main content to be published includes: Company’s name; Address of the head office of the enterprise, branch or representative office; Lines of business; Charter capital of limited liability company and partnership company; number of shares and value of contributed capital and number of shares to be issued with joint stock company; initial investment capital for private enterprises; legal capital for enterprises conducting lines of business requiring legal capital; Full name, address, nationality, ID card number, passport or other legal personal identification number, establishment decision number or business registration code of the owner, member or shareholder foundation; Full name, permanent address, nationality, ID card number, passport number or other legal personal identification of the legal representative of the enterprise; Place of business registration.

For publication fees, the enterprise registration fee and the enterprise registration content announcement fee are VND 100,000/time.

There are some enterprises that do not need to publish their business information on the portal before going into operation, but make other forms of announcing i.e. on newspaper or other media. For instance, law-practicing organizations must publish on daily newspapers of central or local registry of law practice or newspaper for three consecutive issues. For credit institutions, foreign bank branches, representative offices of foreign credit institutions and other foreign institutions engaged in banking activities, they must be published on the State Bank’s media and in a daily newspaper written in 03 consecutive issues or an electronic newspaper of Vietnam at least thirty days prior to the scheduled date of operation of opening information.

In addition to disclosing corporate information, there is also a procedure for disclosure of information on the stock market that is applicable to public companies and bond issuers (except for government bond issuers and bonds), government-guaranteed bonds and local government bonds), securities companies, fund management companies, branches of foreign fund management companies in Vietnam, public funds complying with law on securities detailing information disclosure, announcing on the company’s website and information disclosure system of the Securities Commission.

Vietnam is a country that has been having many policies to attract foreign investors to work in Vietnam. In particular, foreign investors are individuals with foreign nationality, organizations established under foreign laws and carry out business investment activities in Vietnam. When conducting business investment activities in Vietnam, many people wonder if a work permit is required? In this article, we will help you answer the above questions.

Foreign investors carry out business activities in Vietnam in one of the forms such as contributing, purchasing shares or capital contributions of economic organizations. If the investor is a foreign individual who is a capital-contributing member or owner of a limited liability company, he / she will be exempted from work permit under the provisions of Clause 1, Article 7 of Decree 11/2016/ND-CP.

However, this provision does not mean that all of investors are automatically exempted from work permits. Foreign investors who are not required to have a work permit must be certified by the Department of Labor, War Invalids and Social Affairs before coming to work in Vietnam. Specifically, according to Article 8 of Decree 11/2016 / ND-CP, the employer requests the Department of Labor - Invalids and Social Affairs where the foreigner is expected to work to confirm the foreign worker is not required to issue a work permit at least 07 working days in advance from the date the foreign worker starts working.

Dossier of request for certification not subject to issuance of a work permit, including: Written request for certification of foreign workers not subject to work permit and documents proving that the foreign worker is not subject to a work permit. Within 03 working days from the date of receipt of a complete application for certification not subject to a work permit, the Department of Labor - Invalids and Social Affairs shall send a written confirmation to the employer. In case of non-certification, there must be a written reply clearly stating the reason.

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On October 31st, 2019 Ministry of Industry and Trade issued the Decision no. 3267/QD-BCT on carrying out investigation anti- dumping measures on some monosodium glutamate (MSG) HS code no. 2922.42.20 originating from the People’s Republic of China and Republic of Indonesia.

The case has been initiated based on request by representative of domestic manufacturing industry on August 19th, 2019. The requesting party and supporting party are three companies representing domestic manufacturing industry, including: Vedan Vietnam Joint Stock Limited Company, Ajinomoto Vietnam, and Miwon Vietnam Limited Company. Products under investigation are Monosodium Glutamate products (MSG Products).

After having the investigation decision, within 15 days, investigating agency shall send the questionnaire to the relevant parties. The relevant parties shall submit written response to all questions in the questionnaire within 30 days from the date of receiving the investigation questionnaires. The date of receiving the investigation questionnaires shall be set at seventh days after the investigation questionnaires are sent by investigating authority.

Investigating agency has issued official dispatch no. 760/PVTM-P1 on September 04th, 2019 which requires requesting party to supplement, adjust to clarify contents, methods and basis of determining dumping margins amplitude and damages of domestic manufacturing industry.

The relevant parties shall register participation in investigation within 30 days from the date of issuance of Decision No.3267/QD-BCT. The Vietnam Ministry of Industry and Trade recommends that all organizations and individuals who are manufacturer of products under investigation should register as a relevant party and provide necessary information to the Ministry of Industry and Trade to ensure their rights and interests in accordance with the law of Vietnam.

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The changes of laws will be monitored by ANT Lawyers. For advice or service request, please contact us via email ant@antlawyers.vn or call +84 28 730 86 529