Company formation and changes, household businesses and licences

Who is this service for?

This service is for start-up founders, household businesses and small businesses that need to establish a business, change their registration or obtain a business licence.

• Start-up founders or groups of co-investors preparing to set up their first company.
• People who are unsure whether to register a household business or set up a company, and which type of company to choose.
• Household businesses that are expanding and need clarity on their tax and invoice obligations now that the lump-sum tax method no longer applies, or that are considering converting into an enterprise.
• Operating enterprises that need to change their enterprise registration details.
• Enterprises that need to open or close branches or business locations, suspend business operations or dissolve.
• Enterprises preparing to operate in business lines that require a licence or a certificate of eligibility.
• Household businesses and newly established enterprises that already use a shop name or logo on signage or packaging but have not yet registered a trademark.

What types of matters do we handle?

We work with start-up founders, household businesses and small businesses from formation and throughout their operations. Common types of matters on which we provide advice and carry out procedures:

• Setting up a first company: choosing the type of company, charter capital, capital contribution schedule, ownership ratios, business lines, name and head office.
• Registering the establishment of a household business; registering changes to household business registration details, such as the household business owner, business lines and head office address.
• Household businesses that are expanding: reviewing documents, premises leases and employment contracts; legal advice on tax and invoices; choosing between converting the household business into an enterprise and establishing a new enterprise.
• Changing the legal representative, increasing or reducing charter capital, changing the name or converting the type of enterprise; updating beneficial ownership information.
• Registering the operation of branches and representative offices and notifying business locations; changing registration details and terminating the operation of branches, representative offices and business locations.
• Suspending business operations, dissolving an enterprise or terminating a household business while contracts, debts and obligations to employees and the tax authorities remain outstanding.
• Applications for licences and certificates of eligibility for conditional business lines, such as travel services and food safety; procedures in the healthcare, pharmaceutical and cosmetics sectors; food product declaration procedures and procedures relating to product codes and barcodes.
• Shop names, logos and new brands used on signage and packaging: preliminary searches, advice on eligibility for protection and on the list of goods and services; advice and preparation of trademark and copyright applications.

The descriptions above are general types of matters intended to give you a sense of the scope of our support; they are not specific matters we have handled.

What stages does our work follow?

The work is divided into five stages; you can ask us to carry out a single procedure or to work with you from structuring advice through to handover.

1. Intake and assessmentCheck for conflicts of interest; learn about the business plan, the capital contributors, the sources of capital and the persons who actually own or control the enterprise; identify the procedures and licences required; give an initial opinion on the type of enterprise and the options, and send a written quotation.
2. Signing the contract and structuring adviceAgree on the scope and fees in the legal services contract; advise on the type of enterprise, charter capital, capital contribution schedule, business lines, name, head office, legal representative and beneficial owners; prepare a registration information sheet for you to confirm before the application is drafted.
3. Preparing the applicationDraft the charter, application form, list of members or shareholders, resolutions and decisions, or the licence application; check the enterprise name and business lines; a lawyer approves the application before you sign it; guide you in preparing your electronic identification account for authentication when the application is submitted online.
4. Submission and dealings with the competent authoritySubmit enterprise and household business registration applications and licence applications online or in person, as the procedure requires; online applications that require electronic authentication are submitted after you have completed authentication; follow up, and amend or supplement the application in response to notices from the competent authority.
5. HandoverHand over the certificate, licence or written response of the competent authority together with the original documents; prepare a list of obligations to be fulfilled after the procedure, such as contributing capital in full, registering or notifying changes and maintaining business conditions, with the relevant deadlines.

What documents should you prepare?

When you first contact us, a brief summary of your request is all we need. After checking for conflicts of interest, the Firm will let you know which documents to provide; copies are sufficient for the initial assessment. Documents commonly used to assess a case include:

• Identity cards or passports of the founders, members, shareholders and legal representative.
• For members or shareholders that are organisations: the Enterprise Registration Certificate or an equivalent legal document, and the document appointing their authorised representative.
• Information on the individuals who actually own or control the enterprise (beneficial owners).
• Proposed enterprise names; a description of the intended business activities; charter capital, contribution ratios and capital contribution plan.
• The head office address using the commune or ward name after the reorganisation of administrative units, and documents on the right to use the premises.
• For household businesses: the Household Business Registration Certificate, premises lease and list of employees; the most recent books and invoices where a review or conversion is needed.
• For operating enterprises: the Enterprise Registration Certificate, current charter and the proposed changes.
• Relevant qualifications and practising certificates when applying for a licence; trademark specimens, logos and the list of goods and services for trademark applications.

Who does the work?

• Lawyer in charge of this service group: Lawyer Nguyễn Duy Linh, Director. Criminal, civil and commercial litigation; debt recovery. Approves documents and corporate procedure applications before they are issued or submitted to state agencies.
• Also involved: Đinh Thị Phượng, Lawyer; Hoàng Tùng, Corporate Services Specialist.

Related

• Corporate and investment
• Intellectual property
• Outsourced legal department
• Foreign investors and foreign employees