With extensive expertise in corporate legal consultancy, VPL is committed to providing comprehensive incorporation services, covering the following key tasks:

• Initial Consultation

  • Analyze the client’s needs and business orientation to select the appropriate type of enterprise (limited liability company, joint-stock company, private enterprise, etc.).

  • Provide advice on company name, business lines, charter capital, and other legal requirements under current regulations.

• Drafting and Completing Legal Documents

  • VPL’s legal specialists directly draft the incorporation documents.

  • Guide clients in preparing all required materials and supporting documents in compliance with the Law on Enterprises and relevant legal instruments.

• Filing and Obtaining the Certificate of Incorporation

  • Represent clients in filing applications at the Business Registration Office under the Department of Planning and Investment where the company’s head office is located.

  • Monitor the application process, promptly supplement or clarify as required, until the enterprise receives a valid Certificate of Business Registration.

• Post-Incorporation Legal Procedures

  • Arrange company seal engraving and notify the seal sample as prescribed.

  • Support in opening bank accounts, purchasing digital signatures, registering for e-invoices, conducting initial tax declarations, and other necessary legal procedures for business operation.

According to Article 21 of the Law on Enterprises 2020 and Clause 3, Article 24 of Decree 168/2025/NĐ-CP, the application dossier for establishing a One-Member Limited Liability Company includes:

1. Application for enterprise registration.

2. Company charter.

3. Copies of the following legal documents:

   • Legal documents of individuals for members who are individuals, and the legal representative.

   • Legal documents of organizations for members who are organizations, and the authorization letter appointing a representative; legal documents of the individual appointed as the authorized representative. For organizational members that are foreign entities, the copies of legal documents must be legalized by consular authorities.

   • Investment Registration Certificate for foreign investors in accordance with the Law on Investment.

In cases where members are individuals, or where the authorized representative of an organizational member declares a personal identification number under Clause 1, Article 11 of Decree 168/2025/NĐ-CP, the enterprise registration dossier does not need to include copies of those individuals’ legal documents.

By law, the incorporation procedure takes 03 working days from the date the Business Registration Office receives a valid dossier.
In practice, the total time to obtain the original Certificate of Business Registration may extend to 05–07 working days depending on verification and supplementation requirements.

Enterprises may choose one of the following two methods:

• Direct submission: Prepare a complete paper dossier and file it at the Business Registration Office under the Department of Planning and Investment where the head office is located.

• Online submission: Submit via the National Business Registration Portal, using a business registration account or public digital signature.

In practice, some business registration authorities require enterprises to file online through the National Portal, and only accept direct submission in exceptional cases (e.g., system errors or account suspension).

Under the Law on Enterprises 2020, there is no minimum charter capital requirement, except for specific business lines that require statutory capital (e.g., real estate, banking, insurance).
The charter capital is determined by the business owner based on financial capacity and operational needs, and must be truthfully declared to ensure legal responsibility and credibility.

Changes to the Business Registration Certificate usually involve the company’s core information. Common cases requiring adjustment include:

• Company name: Change of the Vietnamese name, foreign language name, or abbreviated name.

• Head office address: Relocation of the company’s registered address.

• Charter capital: Increase or decrease of the company’s capital.

• Owner/Member information: Change in the owner of a one-member limited liability company or in the members of other types of enterprises.

• Legal representative: Appointment or replacement of the company’s legal representative.

• Business lines: Addition, modification, or removal of business activities.

• Conversion of enterprise type: Change from one type of enterprise to another.

According to Clause 2, Article 31 of the Law on Enterprises 2020, enterprises must notify changes to their registration details within 10 days from the date of the change.

According to Clause 1, Article 49 of Decree 168/2025/NĐ-CP, enterprises must submit a notification dossier to the provincial Business Registration Office where the company is headquartered. The dossier includes:

1. Notification of changes to enterprise registration details.

2. Copy or original of the resolution/decision of:

   • The company owner (for one-member LLCs).

   • The Members’ Council (for multi-member LLCs and partnerships).

   • The General Meeting of Shareholders (for joint-stock companies).
     concerning the change of business lines.

Yes. The company seal usually contains the enterprise’s name, registration number, and head office address. Therefore, if the company changes its name, it must engrave a new seal to ensure legal validity and consistency in transactions.

Case 1: Changing the address leading to a change of tax authority

• Step 1: File a tax finalization and submit a notice of tax registration adjustment (relocation notice) to the current tax authority.
• Step 2: After receiving the Notice of Taxpayer Relocation (Form 09) issued under Circular 86/2024/TT-BTC, the company must file for adjustment of the Business Registration Certificate within 10 days.
• Step 3: Notify the new tax authority within 10 days from the date of receiving Form 09 from the previous tax authority.

Case 2: Changing the address without changing tax authority

The company directly submits an adjustment dossier to the Business Registration Office where it is headquartered.

By law, the adjustment procedure takes 03 working days from the date the Business Registration Office receives a valid dossier.
In practice, the timeframe may be longer depending on the accuracy and completeness of the dossier, as well as the complexity of the change.By law, the adjustment procedure takes 03 working days from the date the Business Registration Office receives a valid dossier.
In practice, the timeframe may be longer depending on the accuracy and completeness of the dossier, as well as the complexity of the change.

Under Vietnamese law, legal due diligence is not a mandatory procedure in mergers and acquisitions (M&A).
However, VPL strongly recommends clients conduct this step to minimize risks and protect their rights.

Legal due diligence is the process of reviewing all aspects of the target company, including contracts, assets, tax obligations, ongoing litigation, and regulatory compliance. This process helps clients:

• Identify potential risks: Detect undisclosed liabilities, debts, or legal obligations.

• Accurately assess the company’s value: Provide a solid basis for negotiating purchase prices and contract terms.

• Ensure legal compliance: Confirm that the acquisition complies with the law, preventing future disputes.

Skipping due diligence can result in serious consequences, such as inheriting large debts, facing lawsuits, or overpaying for a business with lower actual value.

There is no fixed timeline for an M&A transaction. The duration depends on various factors such as the scale of the deal, its complexity, the industry involved, and the level of cooperation between the parties.
On average, an M&A transaction may take 6 months to 1 year, and for large, complex deals, it can last several years.

According to the Law on Accounting 2015, every enterprise must organize an accounting system and appoint either a chief accountant or a person in charge of accounting.
Small and medium-sized enterprises or newly established companies are not required to appoint a chief accountant immediately. Instead, they may designate an individual to be responsible for accounting tasks and the accuracy of financial statements.

Yes. Under the Law on Accounting 2015 and related legal provisions, all foreign-invested enterprises in Vietnam must undergo an annual audit of their financial statements.
The audit must be performed by an independent auditing firm that is licensed to operate in Vietnam.

When conducting M&A, companies should carefully consider:

• Compliance with competition laws to avoid violating market share thresholds or creating unfair advantages.

• Reviewing existing contracts, intellectual property rights, and shareholder rights to prevent future legal and financial risks.

• Ensuring transparency and compliance with financial reporting, taxation, and labor regulations.

Since each jurisdiction has its own specific rules, using professional legal advisory services is crucial to navigate the complex procedures quickly and accurately.

Risk management is an essential part of corporate governance. The process typically includes the following steps:

• Risk Identification
  Identify potential risks, such as financial, legal, operational, or market-related risks.

• Risk Assessment
  Analyze the severity and likelihood of each type of risk.

• Risk Mitigation
  Develop strategies to minimize or eliminate risks, such as purchasing insurance, diversifying investments, or establishing robust internal control systems.

• Monitoring and Control
  Continuously monitor identified risks to ensure they are effectively managed and controlled.

Effective risk management helps businesses maintain stability, safeguard assets, and ensure long-term sustainable development.

The rights and obligations are stipulated in detail under the Law on Enterprises 2020 and the company’s Charter. These serve as the foundation to prevent internal disputes and ensure transparent governance.

Yes. The Law on Enterprises requires periodic meetings, with clear rules on frequency, convening procedures, and preparation of minutes to ensure the legality of governance decisions.

The company must amend or supplement its Charter when there are changes in capital, members/shareholders, organizational structure, business lines, or other significant matters affecting operations and stakeholders’ rights.

• It depends on the type and size of the enterprise.
• A joint-stock company with 11 or more shareholders, or with an institutional shareholder holding more than 50% of charter capital, must have a Supervisory Board or Supervisors, as required by the Law on Enterprises.

Pursuant to the Law on Enterprises 2020 and the Labor Code 2019, enterprises must establish certain internal regulations to ensure transparent governance and legal compliance:

• Company Charter: A mandatory document defining organizational structure, rights and obligations of members/shareholders, and principles of management and operation.

• Internal Governance Regulations (for joint-stock companies): Specifically guiding General Meeting of Shareholders, Board of Directors, and Supervisory Board meetings.

• Financial and Accounting Regulations: Ensuring transparent capital management, profit distribution, and cost control.

• Labor Regulations: Required if the enterprise employs 10 or more workers, as stipulated by law.

• Salary, Bonus, and Welfare Regulations: To safeguard employee rights and ensure transparent HR management.

• Training and Development Regulations: For consistent employee growth and capacity building.

• Internal Control Regulations: Establishing clear processes for risk management and compliance.

• Regulations on Related-Party Transactions and Contract/Investment Approval Processes: To prevent risks, conflicts of interest, and ensure all major decisions comply with the law.

Enterprises should implement transparent transaction regulations, require managers to disclose related interests, and apply clear, objective voting principles to avoid legal violations and internal conflicts.