MATTERS OF GREAT INTEREST OF ENTERPRISE REGISTRATION

  1. Company name

The Vietnamese name of an enterprise contains two components in accordance with the following order:

  • Form of an enterprise

The name of enterprise form shall be written as “công ty trách nhiệm hữu hạn” or “công ty TNHH” in the case of a limited liability company; or written as “công ty cổ phần” or “công ty CP” in the case of a shareholding company;

  • Propername

The proper name shall be written using the letters in the Vietnamese alphabet, letters F, J, Z, W, numerals and symbols. The name of an enterprise in a foreign language shall be the name which is translated from Vietnamese into any foreign languages and using the Latin lettering system.

The company must not:

  • Use names which are identical to or cause confusion with the name of an already registered enterprise;
  • To use the name of a State agency, a unit of the people’s armed forces, a political organization, a socio-political organization, a socio-political occupational organization, a social organization, a socio-occupational organization as the whole or a part of the company’s proper name, except where such agency, unit or organization so approves; or
  • To use terms or symbols which are contrary to the historical traditions, culture, ethics and customs of the Vietnamese people.

2. Legal representative of a company

The legal representative of a company is defined as an individual representing the enterprise to exercise the rights and perform the obligations arising out of transactions of the enterprise, and representing the enterprise to act as plaintiff, defendant or person with related interests and obligations in arbitration proceedings or courts and to exercise other rights and perform other obligations in accordance with law.

LLC and JSC may have one or more legal representatives. LLC and JSC must ensure that there is always at least one legal representative residing in Vietnam.

For a JSC, where there is only one legal representative, the chairman of the BOM or the director or general director shall be the legal representative of the company. For a LLC with 02 members or more, the Chairman of the Member’s Council and/or (General) Director may be selected and appointed to be legal representative(s) of the company, but it is not a requirement of the LOE.

For a one member LLC owned by an organization, unless otherwise stipulated in the company’s charter, the Chairman of theMembers’ Council or Chairman of the company shall be legal representative of the company.

3. Chartercapital of a company 

Charter Capital is defined as the total value of assets contributed or undertaken to be contributed by members when establishing a limited liability company or partnership. For a JSC, it is the total aggregate par value of shares sold or registered for subscription. Founding shareholders of the Company must together register to subscribe to at least 20% of the total number of ordinary shares which may be offered for sale and must pay in full the number of registered ordinary shares within 90 days from the date of issuance of the ERC.

For the LLC, the charter capital must be contributed within 90 days from the date of issuance of the ERC.

  • Increasing the charter capital of a company

A LLC may increase its charter capital by increasing the contributed capital of the members/the company owner; and/or raising contributed capital from new members/other persons.

A JSC may increase its charter capital by offering to sell shares to existing shareholders; private share placement or publicizing offer for sale.

  • Reducing the charter capital of a company

LLC and JSC are eligible to reduce their charter capital in the certain circumstances provided by law.

  • Types of Asset to be contributed as capital

Investors may contribute capital into a company by Vietnamese Dong, freely convertible foreign currency, gold, the value of land use rights, the value of intellectual property rights, technologies, technical know-how and other assets which can be valued in Vietnamese Dong.