1 Check the proposed company name; obtain the Enterprise Registration Certificate from the local business registration office under the Department of Planning and Investment
Agency : Business Registration Office, Department of Planning & Investment
The applicant has to submit documents in accordance with Government Decree 78/2015/NĐ-CP on enterprise registration dated 14 September 2015. 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.
2 Make a company seal
Agency : Sealmaker
The company obtains a company seal from a seal maker. The company has the right to decide on the design, content and quantity of its seal and can have several seals with the same design and content. Prior to using the seal, the enterprise must send a notification to the Business Registration Office (Article 34 Decree 78/2015/ND-CP)
3 Registration of the seal-sample with the Business Registration Office
Agency : Business Registration Office
According to the Law on Enterprise: Article 44, every enterprise is entitled to decide the form, quantity, and contents of its seal.
A seal must specify:
a) The enterprise’s name;
b) The enterprise’s ID number.
Entrepreneurs must send the seal-sample to the Business Registration Office, thereafter the Business Registration Office will send a receipt to the enterprise and publish the seal-sample on the National Business Registration Portal.The enterprise may start using the seal upon receipt of the Publication Notice.
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, a copy of the notification on use of the seal with a confirmation stamp of the Business Registration Office, the Charter of the Company, the Enterprise Registration Certificate (ERC) and relevant documents as required by each bank.
5 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. 51/2010/ND-CP ("Decree 51") dated May 14, 2010 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.
6 Publish the registration contents on the National Business Registration Portal (NBRP)
Agency : Business Registration Office
According to Article 33, Law on Enterprises 2014 No. 68/2014/QH13, the enterprise must make an announcement on the National Business Registration Portal and pay the fee within 30 days after establishment registration. The announcement must include information on the Certificate of Business registration and information of business lines and a list of founding shareholders and any shareholders who are foreign investors.
The fee to publish the registration contents on the National Business Registration Portal is VND 300,000 according to Circular No.106/2013/TT-BTC of the Ministry of Finance dated on 10 November 2016.
7 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 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.
According to Article 4 of Circular 302/2016/TT-BTC, the business license tax depends on the charter capital of the enterprise as follows:
- An enterprise with charter capital more than VND 10 billion: VND 3,000,000 per year;
- An enterprise with charter capital of VND 10 billion or less: VND 2,000,000 per year;
- Branches, representative offices, business locations, business units, other economic organizations: VND 1,000,000 per year.
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.
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.