Conditions on Documents and Procedures for Business Registration Regarding Business Registration Documents

Yes. These prohibitions create favorable opportunities for investors to know their capabilities and choose a suitable business model. These regulations also eliminate the situation where each industry and each level arbitrarily sets business conditions for the industries and professions under their management.

2.2.3.2. Conditions on business lines

The 2005 Enterprise Law sets out a principle that originates from innovative legal thinking and guarantees the right to freedom of business: “Enterprises of all economic sectors have the right to conduct business in industries that are not prohibited by law”. This is an important principle to ensure smooth business registration because when registering a business, the registrant must choose the business industry.

Business lines are formed due to the needs of social life. Because of the great demand that penetrates into every corner of social life, business lines are very rich and diverse. This diversity and richness are opportunities for choosing to do business. However, there are business lines that can go against public order, against social ethics or can cause harm to society, cause damage to third parties, threaten security, national defense or require a special ability of the person conducting business... Meanwhile, business is an activity aimed at profit. Therefore, sometimes businessmen disregard the common interests of the community of others and conduct unauthorized or incapacitated businesses, such as organizing betting, organizing martial arts competitions to the death, buying and selling military weapons, producing harmful chemicals, receiving deposits and lending money at interest, providing medical examination and treatment... In reality, when society has needs, people can conduct business to provide products or services to meet those needs, while not all needs are legitimate, beneficial to society and beneficial to consumers. Sometimes there are needs that

corrupt moral values or affect social order and security, such as buying and selling nude pictures, serving sadomasochistic needs, buying and selling human organs, buying and selling aphrodisiacs... Therefore, depending on political, economic, cultural, social conditions and customs, the State can at different times issue regulations prohibiting or restricting certain business lines.

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The 2005 Enterprise Law provides as follows:

“2. For industries and professions that are required by investment laws and relevant laws, enterprises may only conduct business in those industries and professions when they meet all the prescribed conditions.

Business conditions are requirements that enterprises must have or must fulfill when doing business in a specific industry or profession, expressed in terms of a business license, certificate of eligibility to do business, practice certificate, certificate of professional liability insurance, legal capital requirements or other requirements.

3. Business activities that are detrimental to national defense, security, social order and safety, historical traditions, culture, ethics, Vietnamese customs and traditions, and people's health, or that destroy resources or the environment are prohibited.

The Government specifically regulates the list of prohibited business lines and occupations.

4. The Government shall periodically review and re-evaluate all or part of business conditions; abolish or propose to abolish conditions that are no longer appropriate; amend or propose to amend unreasonable conditions; issue or propose to issue new business conditions according to state management requirements.

5. Ministries, ministerial-level agencies, People's Councils and People's Committees at all levels are not allowed to prescribe conditional business lines and business conditions" (Article 7).

These regulations highlight several important issues:

First , business lines are divided into three categories: (1) Free business lines; (2) conditional business lines; and (3) prohibited business lines. This classification is very suitable for ensuring freedom of business, but is also sufficient for protecting society and third parties. In principle, the State does not prevent any business lines, but clearly stipulates prohibited and restricted business lines.

Second , the reasons for banning certain business lines are described specifically, clearly and entirely for the common good of everyone.

Third , conditional business lines are set out at certain times depending on specific situations and circumstances.

Fourth , the establishment of business conditions, their amendment and abolition are within the competence of the Government.

Fifth , prohibit ministries, branches and local authorities from arbitrarily setting business conditions.

It cannot be said otherwise, these regulations completely support freedom of business. When registering a business, prohibited business lines must be eliminated. If the trader persists in doing business in prohibited business lines, he or she is considered to have seriously violated the law. Some acts of trading in prohibited goods are considered crimes, such as: buying, selling, transporting, storing drugs, weapons, ammunition, trafficking women, children ...

2.2.3.3. Conditions on documents and procedures for business registration Regarding business registration documents

The 2005 Enterprise Law stipulates: “The business registration authority shall review and be responsible for the validity of the dossier when issuing the Business Registration Certificate; it shall not require the enterprise founder to submit additional documents not specified in this Law” (Article 15, Clause 3).

This provision aims to ensure the simplicity of procedures so that people can easily access them when registering a business. However, the business registration dossier under this Act is still complicated.

The business registration dossier is considered the most complete document on the history of the enterprise, and is defined by the Enterprise Law 2005 as the basis for the State to decide on the establishment of enterprises and the management of enterprises that have been established. The Enterprise Law 2005 stipulates specific contents that the State needs to manage depending on each type of enterprise, industry, and business scale. Basically, the business registration dossier includes:

1. Application for business registration;

2. Charter (if company);

3. List of members for limited liability companies, list of general partners for partnerships, list of founding shareholders for joint stock companies;

4. Copies of ID cards and household registration books of the founders and legal representatives of the enterprise;

5. For businesses operating in industries requiring legal capital, practice certificates or business licenses, they must have additional certificates and licenses issued by competent agencies and organizations in accordance with the provisions of law.

During the business registration process, the registrant is not obliged to present other documents and prove whether his/her actions are legal or not.

+ Business registration application : This is a mandatory document to express the applicant's will. Through the application, the business registrant or their representative informs the business registration authority that they will conduct business under a certain form such as a private enterprise,

partnership, limited liability company, joint stock company. The contents of the application must reflect the will of the applicant but must also ensure that the business registration authority has the necessary information. Usually, the application is made according to the unified form of the business registration authority. The application must have the following main contents:

Name of the business

The name must include two elements: the form of the enterprise and the proper name of the enterprise. The form of the enterprise is selected based on the business needs of the enterprise. The proper name of the enterprise is determined by the enterprise itself and registered with the registration authority.

Articles 31, 32, 33 and 34 of the Enterprise Law 2005 have specific provisions on the issue of enterprise names. This is a necessary factor for the business registration authority to consider whether to allow registration or not. The name of the enterprise must not be duplicated or easily confused with the name of another registered enterprise, or violate traditions, customs, or not clearly state the form of the enterprise. If these provisions are violated, the name will not be accepted and the business registration authority must notify the enterprise to change its name. These provisions ensure state management on the one hand, and on the other hand, ensure the rights of the enterprise itself that is registering for business and other enterprises that have registered for business.

The name of a business is always associated with the reputation and brand of the business. It has a certain value for successful businesses, so it is easily exploited or used illegally. Many customers confuse products and services due to the similarity or similarity of business names, especially in the same business sector. Letting customers confuse and affecting the interests of the business in some way does not guarantee business freedom.

It can be said that violating regulations on business names not only harms the interests of consumers, but also harms the interests of other businesses, and causes difficulties in State management activities. The 2005 Enterprise Law and documents guiding the implementation of this law stipulate standards for naming businesses because in a market economy there are a very large number of businesses and they are increasingly larger, diverse in scale, business lines and rich in business forms.

Business headquarters address

Determining the head office of an enterprise is important for transactions and other legal relationships. It is the place where correspondence, documents, and business certificates take place. The head office of an enterprise is the place where transactions between the enterprise and its customers, partners, and with State agencies. The 1990 Law on Enterprises and the 1990 Law on Private Enterprises require enterprises to have confirmation of their transaction headquarters when registering their business to avoid the problem of "ghost" enterprises, which means that the enterprise applies for establishment but does not exist in reality or disappears to another place to operate to evade taxes or for other illegal purposes. This requirement also helps the State to manage administration easily. Currently, the law does not require enterprises to have confirmation of their head office, but still requires enterprises to declare this issue in order to protect the legitimate interests of customers and business partners of the enterprise, and to clearly know the transaction headquarters of the enterprise for administrative management. The address of the enterprise's head office is an important information to determine the court's jurisdiction in case of a dispute. For these reasons, the business registration authority is obliged to provide it publicly according to Article 27 of the Enterprise Law 2005.

Industry, business

Because the business line plays an important role and significance not only for the enterprise itself, but also for the general economic and social development order as analyzed above. Therefore, information about the business line is required by law when registering a business.

Charter capital for a company, initial investment capital of the business owner for a private enterprise

Capital is the most important factor in business. The previous law provided general regulations on the minimum capital that a business must have for each industry. That capital is called "legal capital". Businesses are required to have a business capital greater than or at least equal to the charter capital. That is a requirement and a factor that allows the establishment and registration of a business. Currently, there is still a notion that: legal capital is necessary to ensure the effective operation of the business. However, in reality, regulations on legal capital on the other hand limit the freedom of business and do not mobilize all sources of capital to participate in production and business. Therefore, the 2005 Enterprise Law and its implementing documents do not have general regulations on legal capital, but there are still legal capital requirements for some special business lines, such as air transport business, banking business... because these special business lines require real financial capacity from the beginning and aim to protect business order and safety for customers and business partners. For business lines that are not bound by legal capital requirements, enterprises are allowed to determine the initial capital level for business activities.

Capital contribution of each member to a limited liability company and a partnership; number of shares registered to be purchased by the founding shareholder, type of shares, par value of shares and total number of shares of each type that can be offered for sale in a joint stock company

The application for business registration must clearly state the capital contribution of the company members. Determining the capital contribution of members is important in: (1) Allocating different benefits of members in the company; and (2) determining the obligation of members to contribute to the company's operations. Therefore, the Enterprise Law 2005 clearly stipulates the issue of capital contribution for each form of enterprise. The issue of capital contribution is also an important provision of the company's Charter because the company's Charter is an agreement and commitment of the company's members to each other. Therefore, it must determine the obligation to contribute to the company and allocate benefits in the company. For these reasons, the application for business registration must publicly state the issue of capital contribution as a basis for the State to protect the interests of each member and to resolve future disputes (if any) between members.

Full name, permanent address, personal information of the legal representative of the enterprise

This requirement is to clearly identify the identity of the person responsible for the enterprise because the enterprise must operate through its representative. This requirement also helps State agencies, customers and business partners to contact and communicate with the enterprise's representative.

+ Company Charter

The charter is a commitment of the company members. It is considered the “Constitution” of the Company. The charter is agreed upon by the members and regulates the most important issues regarding the organization and operation of the company. Therefore, the Enterprise Law 2005 does not provide a model charter for all companies but only requires the charter to have “minimum” provisions. However, compared to the laws of other countries, the Enterprise Law 2005 stipulates that the charter must have too many mandatory provisions, which means that the “minimum” provisions are too many. Thus, business freedom is somewhat restricted. Perhaps the legislator wants to

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