CONDITIONS FOR THE ISSUANCE OF CERTIFICATE OF ENTERPRISE REGISTRATION

1. Legal basis 

- Law on Enterprise 2020

- Law on Investment 2021 

- Decree 01/2021/ND-CP

- Circular No. 215/2016/TT-BTC

2. What is a Certificate of Enterprise Registration? 

- Pursuant to Article 4 of Law on Enterprise 2020, Certificate of Enterprise Registration means a physical or electronic document bearing enterprise registration information provided for the enterprise by a business registration authority.

Therefore, CRE is a document issued by an agency which states basic information about an enterprise and also is a basis to establish rights and obligations of that enterprise. 

3. Conditions for issuance of the CRE

Article 27 of Law on Investment stated conditions for an enterprise to be issued CRE. Specifically, an enterprise will be granted the Certificate of Enterprise Registration when the following conditions are fully satisfied:

+ The registered business lines are not banned

+ The enterprise’s name is conformable with regulations of Articles 37, 38, 39 and 41 of this Law

+ The enterprise registration application is valid

+ The enterprise registration fees are fully paid in accordance with regulations of law on fees and charges

3.1. Conditions on business lines

• Individuals and legal persons have the right to carry out business activities freely except for business lines prohibited by the Government. Banned business lines are listed in Article 6 of Law on Investment 2020:
• Business in narcotic substances specified in Appendix I 
• Business in chemicals and minerals specified in Appendix II 
• Business in specimens of wild flora and fauna specified in Appendix 1 of Convention on International Trade in Endangered Species of Wild Fauna and Flora; specimens of rare and/or endangered species of wild fauna and flora in Group I of Appendix III
• Prostitution business
• Human trafficking; trade in human tissues, corpses, human organs and human fetuses
• Business activities pertaining to asexual human reproduction
• Trade in firecrackers
• Provision of debt collection services
• In addition, enterprises wishing to invest and perform in conditional business lines shall meet requirements from the Government in order to carry out business activities in that business line. 

3.2. Conditions on the name of enterprise 

Articles 37, 38, 39, 41 of the Enterprise Law 2020 have clearly stated regulations on how to name businesses and cases where naming is prohibited in businesses. Accordingly, the business name must meet the following conditions

The Vietnamese name of an enterprise shall contain two elements in order: the type of enterprise and the proper name. The proper name shall consist of letters in the Vietnamese alphabet, the letters F, J, Z, W, numbers and symbols.

The enterprise’s name shall be displayed at the headquarters, branches, representative offices and business locations of the enterprise and printed or written on transaction documents, records and printed materials published by the enterprise.

Enterprise must not use of any name that is identical or confusingly similar to another enterprise’s name that is registered or the name of a state authority, the People’s military unit, political organization, socio-political organization, socio-political-professional organization, social organization, social-professional organization as part or all of an enterprise’s name, unless it is accepted by that authority, unit or organization and must not use words or symbols that against the country’s history, culture, ethical values and good traditions 

3.3. Conditions for valid dossier

Depending on the type of business and business line, each enterprise will have a different composition of dossier. Founders must rely on Decree 01/2021/ND - CP to prepare complete documents for business establishment.

3.4. Conditions on registering fees 

Founders must fully pay the business registration fee as prescribed in Circular No. 215/2016/TT-BTC. Business registration fees can be paid directly at the business registration agency or transferred to the business registration agency's account.

Enterprises that register their business online will be exempted from fees when registering for establishment.

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For more information, please contact:

Hoang Pham (James) / Managing Partner at: hoang.pham@vselawyers.com

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Attention: This legal update is not an advice and should not be treated as such.