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.

To effectively manage risks, an enterprise must adopt a comprehensive strategy. First, the enterprise should identify and assess potential risks in areas such as legal compliance, finance, human resources, operations, and partnerships. Developing a risk register enables management to clearly understand potential challenges and their impact levels.

Next, it is essential to establish an internal control mechanism: clearly defined authority and responsibilities, transparent approval procedures, regular reviews of contracts, charters, and licenses, as well as timely updates on legal changes. Enterprises should standardize contracts, incorporate limitation of liability and indemnity clauses, and utilize insurance to mitigate financial risks.

Finally, enterprises should prepare contingency and crisis management plans, including procedures for dispute resolution, communication strategies, and legal support when incidents arise. Regular consultations with legal counsel will help businesses proactively prevent risks, minimize damages, and maintain sustainable development.

1. A company owner who is an organization has the following rights:

a) To decide on the company’s charter and amendments or supplements thereto;
b) To decide on development strategies and annual business plans;
c) To decide on the organizational and management structure of the company; to appoint, dismiss, and remove managers and controllers of the company;
d) To decide on investment and development projects;
đ) To decide on market development, marketing, and technology solutions;
e) To approve loan, lending, asset sale contracts, and other contracts as stipulated in the company’s charter that have a value equal to or greater than 50% of the total asset value stated in the latest financial statement of the company, or another smaller ratio or value prescribed in the charter;
g) To approve the company’s financial statements;
h) To decide on increases of charter capital; to transfer part or all of the charter capital to other organizations or individuals; to decide on bond issuance;
i) To decide on the establishment of subsidiaries or investment in other companies;
k) To organize supervision and evaluation of the company’s business operations;
l) To decide on the use of after-tax profits and other financial obligations of the company;
m) To decide on reorganization, dissolution, or request for bankruptcy of the company;
n) To recover all asset value of the company after dissolution or bankruptcy;
o) Other rights provided by law and the company’s charter.

2. A company owner who is an individual has the rights provided at Points a, h, l, m, n, and o, Clause 1 of this Article; and the right to decide on investment, business activities, and internal management of the company, unless otherwise provided in the company’s charter.

According to the Law on Enterprises 2020 and the Labor Code 2019, enterprises must issue a number of internal regulations to ensure transparent governance and legal compliance.

First, the company charter is mandatory, setting out the organizational structure, rights and obligations of members, and principles of management and administration. For joint stock companies, an internal governance regulation is also required to specifically guide shareholder meetings, board of directors’ activities, and supervisory board functions. In addition, financial and accounting regulations are essential for managing capital, distributing profits, and controlling costs transparently.

Regarding labor, enterprises employing 10 or more employees are required to issue internal labor regulations. Additionally, salary – bonus – welfare regulations and training – human resource development regulations are necessary to ensure employees’ rights and transparency in human resource management.

Finally, enterprises should have internal control regulations, related-party transaction regulations, and contract/investment approval procedures to prevent risks, conflicts of interest, and ensure that all important decisions comply with applicable laws.

Under the Law on Enterprises 2020, periodic meetings are mandatory for the management and executive bodies of an enterprise. These meetings ensure transparency, efficiency in management, and the resolution of significant company matters.

• Members’ Council (Multiple-Member LLC):
  The Members’ Council must hold at least one meeting per year to review and approve matters within its competence. The timing is specified in the company’s charter but must comply with the minimum requirement of one annual meeting.

• Board of Directors (Joint Stock Company):
  The Board of Directors must meet at least once every quarter to deliberate and decide on issues relating to business operations. The Chairperson of the Board is responsible for convening these meetings.

• General Meeting of Shareholders (Joint Stock Company):
  The General Meeting of Shareholders must hold an annual meeting once a year within four (04) months from the end of the fiscal year. The purpose is to approve annual financial statements, business plans, elect board members, and decide other important issues.

Under the Law on Enterprises 2020, the establishment of a Supervisory Board is mandatory in the following cases:

• For single-member limited liability companies owned by the State (Clause 2, Article 79).
• For two-member limited liability companies that are State-owned enterprises or subsidiaries of State-owned enterprises (Clause 2, Article 54).
• For joint stock companies organized under the model of General Meeting of Shareholders, Board of Directors, Supervisory Board, and Director/General Director that have 11 or more shareholders, or shareholders that are organizations holding 50% or more of the company’s total shares (Point a, Clause 1, Article 137).

Managing conflicts of interest is critical to ensuring transparency and sustainability in corporate governance. To address this effectively, enterprises should implement the following measures:

First, establish clear policies. The enterprise should issue a code of conduct that clearly defines conflicts of interest and requires disclosure of personal interests by related parties. This ensures understanding and compliance with the rules.

Second, apply strict approval procedures. Where a transaction or decision may cause a conflict of interest, an independent review process must be in place. The related party should abstain from discussions and voting. The final decision should be made by disinterested members of management or the board of directors.

Third, establish independent oversight mechanisms. Independent committees such as an audit committee should be established to review transactions and ensure fairness and alignment with the company’s best interests. This not only mitigates risks but also reinforces shareholder and partner confidence.