02/10/2023

ESTABLISHMENT/
REGISTRATION

RE-ORGANIZATION

What is an enterprise?
(Article 4.10, the law on enterprise 2020)

Own name
Being established or
having establishment
registration Assets
Enterprise
=
Organisation

Transaction
Conduct business office
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Establishment of enterprises

Who can establish an enterprise?

(Article 17, the law on enterprises 2020)

All individuals and organisations, who do not fall in the

cases listed in Article 17(2) of the law on enterprises 2020,
can establish an enterprise.

All individuals and organisations regulated in article 17(2), law on

enterprises 2020 such as:

Persons not having Cadres, civil servants Persons being examined for penal
full civil act capacity or public employees liability

Managers or Persons banned to hold Officers, professional non-

professional managers certain posts related to commissioned officers in agencies or
in state enterprises business by court units of the people’s public securities

Officers, non-commissioned officers, Persons serving prison sentences or

professional army member, national defence administrative handling decisions at
workers and public employees in agencies or compulsory detoxification centres or
units of the people’s army educational institutions 6

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Who can establish an enterprise?

A graduated A judge A high school

student teacher

A police man’s wife A person violating

the company’s
labour discipline 7

BRAINSTORM

Which type of enterprises will you

choose to establish when you want to
start up your business? Explain.

Dossiers for establishment

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What are included in dossiers of the establishment

(Article 19-22, the law on enterprises 2020)

LLC Joint stock Partnership Private

companies companies company enterprises
Registration Registration Registration
application application application
Registration
Charter Charter Charter application

List of founding and List of members

List of members foreign shareholders
Copy of a valid
Copy of a valid Copy of a valid personal
personal personal identification paper Copy of a valid
identification paper, identification paper, personal
or establishment, or establishment, Copy of investment identification paper
investment investment documents (applied
documents documents for foreign investors)
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Ex: Registration application

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How to name an enterprise?

(Article 37, the law on enterprises 2020)

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Cong ty trach
Limited liability nhiem huu han
company (Cong ty TNHH)

Joint stock Cong ty co phan

company (Cong ty CP)
Type of
enterprise Cong ty hop
Partnership danh
company
(Cong ty HD)
Doanh nghiep tu
Enterprise nhan
name Private enterprise
(DNTN – Doanh
nghiep TN)

Proper Vietnamese name written by letters

name in Vietnamese alphabets including F,
J, Z, W letters, numbers and symbols

Ex: Cong ty co phan Fuji 12+

Doanh nghiep tu nhan Hoa Hong
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Prohibited acts in naming an enterprise case study: cty Liên kết Việt
(Article 38, the law on enterprises 2020)

anything related to the state tên viết tắt thì OK

Using identical or confusingly similar name to
a registered enterprise

Use the name of a state agency, people’s armed

forces unit, political, socio-political, socio-
politico-professional, social, socio-
professional organisation unless permitted by
them
Use words, phrases and symbols which
contravene national historical tradition,
culture, ethics and fine customs

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Identical name
(Article 41, the law on enterprises 2020)

Vietnamese name is written completely identical to the name

registered

• Ex: Cong ty TNHH thuong mai Thien Trang

and
Cong ty TNHH thuong mai Thien Trang
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Confusingly similar name

(Article 41, the law on enterprises 2020)
1. Vietnamese name is pronounced same as the name registered
Ex: Doanh nghiep tu nhan Hoang Hao – Doanh nghiep tu nhan Hoan Hao

2. Abbreviated name is identical to the abbreviated name registered

3. Name in foreign language is identical to the foreign language name

registered

4. Proper name is different with the same type enterprise’s name registered
only by numbers, letters in Vietnamese alphabet and letters F, J, Z, W after
the proper name
Ex: Cong ty TNHH mot thanh vien Binh Minh – Cong ty TNHH mot thanh vien Binh Minh 1

5. Proper name is different with the same type enterprise’s name registerd only
by “&”, “.”, “+”, “-”, “_”, or “tan” before the proper name, or “moi” after the
proper name, or “mien bac”, “mien nam”, “mien dong”, “mien tay”, “mien
trung”
Ex: Cong ty TNHH TM AB – Cong ty TNHH TM A&B
6. Proper name is identical with the proper name of registered enterprises
Ex: Cong ty TNHH Young Dong Vina – Cong ty CP Young Dong Vina 16

Name is written in foreign language

(Article 39, the law on enterprises 2020)

Ø The name which is translated from

Vietnamese into a foreign language
of the Latin script system.

Ø The proper name of an enterprise

may be kept unchanged or
translated according to its meaning
Ex:
Vietnamese name: Cong ty co phan Hoa Sen

English name: Hoa Sen Joint Stock company

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Abbreviated name
(Article 39, the law on enterprises 2020)

The abbreviated name may be an abbreviation of its

Vietnamese name or its name in a foreign language

Ex:
Vietnamese name: Cong ty TNHH thuong mai va dich vu Hong Ha
à Abbreviated name: CT TNHH TMDV HH

English name: Hồng Hà Trading and Services Limited Liability Company

àAbbreviated name: HHTS. LLC
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Where will investors submit the

establishment registration document?

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Where will investors submit the

establishment registration document?
Provincial department of
planning and investment
where the enterprise places
its transaction office, or

Via posts, or

Via the business registration

website

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Reorganization

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How many forms to reorganize (restructure)

an enterprise are there and their
consequences?

Division of Separation of Consolidation of

enterprises enterprises enterprises

Merger of Transformation
enterprises of enterprises

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separation: 1 công ty
BRAINSTORM
division: 1 công ty lớn chia thành 2 công ty có legal

Point out the differences between

separation and division of enterprises

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Division of enterprises
(Article 198, the law on enterprises 2020)

Limited liability or joint stock companies can divide their shareholders,

members and assets to establish two or more new companies, and cease
to exist.

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Separation of enterprises
(Article 199, the law on enterprises 2020)

Limited liability or joint stock companies (separated companies) can be

separated by transferring part of their assets, rights and obligations to
establish one or more new limited liability or joint stock companies
(separating companies) without ceasing to exist

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BRAINSTORM

Point out the differences between merger

and consolidation of enterprises

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Consolidation of enterprises
(Article 200, the law on enterprises 2020)

Two or more companies can be consolidated into a new company and

cease to exist.

Note: Consolidation of enterprises must comply with law on competition28

Merger of enterprises
(Article 201, the law on enterprises 2020)

One or more companies (merged companies) can be merged into other

companies (merging companies) by transferring all lawful assets, rights,
obligations and lawful interests to the merging company, and cease to exist

Note: Merger of enterprises must comply with law on competition

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Can Viettel post and Vietnam post

merge into or consolidate with each
other?

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Transformation of enterprises
(Article 202 - 205, the law on enterprises 2020)

Limited liability Joint stock

company company

Joint stock Single-member

limited liability
company company

Limited liability
Joint stock company with
company two or more
members
Limited liability
Private company, Joint
stock company,
enterprise Partnership
company 31

NO

Can a Partnership company transform

to a Limited liability company?

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Summary: re-organization of enterprises

Which type of enterprises can Consequences of the

Forms or reorganisation
be reorganised reorganisation

- Divided companies cease to exist

1 Division of enterprises
- New companies are established
- Limited liability companies
- Joint stock companies
- Separated companies still exist
2 Separation of enterprises
- New companies are established

- New companies are established

3 Consolidation of enterprises - Consolidated companies cease to
- Partnership companies
exist
- Limited liability companies
- Joint stock companies - No new companies
4 Merger of enterprises
- Merged companies cease to exist

- Limited liability companies

Transformation of Transformed enterprises ceases to
5 - Joint stock companies
enterprises exist
- Private enterprises
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Discussion

How is an enterprise dissolved?

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(Article 207, the law on enterprises 2020)

• The operation duration expires but no decision on

1 extension of the duration

• As decided by the owner of private enterprises, all

general partners of partnership companies,
2 member’s council or the owner of limited liability
companies, or shareholders’ meetings of Joint stock
companies

• No longer having the minimum number of

3 members as required by law for 6 consecutive
months

4 • Its enterprise registration certificate is revoked

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In order to be dissolved, an enterprise

must ensure:

Not currently be involved

To pay off all debts and in a dispute settlement
other property obligations process at courts or
arbitrations

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What are the consequences of the dissolution?

What will happen to enterprises, their employees,

debts and business in case of dissolution?

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