Setting up a partnership
07 Feb 2018
What is a partnership?
According to Article 172 of the Law on Enterprise of Vietnam, a partnership is:
1. A partnership means an enterprise of which:
a) At least 02 partners are co-owner of the company who run business together in a common name (hereinafter referred to as general partner). Apart from general partners, the company may have contributing partners;
b) General partners are individuals who are responsible for the company’s obligations with all of their property;
c) Contributing partners are only liable for the company’s debts up to the value of capital contributed to the company.
2. A partnership has its own legal status from the issuance date of the Certificate of Business registration.
3. Partnerships must not issue any kind of shares.
– At least 02 partnership members, in addition, the company may have contributing partners
– General partners are individuals who have high professional qualifications, are reputable with their business and are responsible for the debts of the company with all their assets
– General partners can participate in managing and operating the company
– Capital-contributing members are not allowed to participate in management an d shall be liable only co their caption contributed
– Have its legal status from the issuance date of the Certificate of Business Registration
– Must not issue any kind of stocks
Dossier of registration for the establishment of a partnership
1. Application for enterprise registration
2. Company Charter
3. List of members
4. Valid copy of the following documents:
– One of the personal identification documents for the joint founder who is an individual
– The establishment decision or the Certificate of Business Registration or other equivalent papers, one of the personal identification papers of the authorized representative and the corresponding letter of attorney in the case of the joint founder is organization
– Certificate of Investment Registration for cases where enterprises are established or joined by foreign investors or foreign-invested economic organizations
5. In case, the owner or legal representative of the enterprise is not the one who directly submits the dossier, the authorized person must submit a valid copy of one of the personal identification papers (1. For Vietnamese citizens: Valid citizen identification or identify card of Vietnamese passport. 2. For foreigners: Foreign passport or paper valid for the replacement of valid foreign passports.), enclosed with:
– A valid copy of the contract of service provision between the founder of the enterprise or the enterprise and the service-providing organization carrying out procedures relating to the registration of the enterprise and a letter of introduction of the organization to the person directly conducting the procedure related to the registration of the enterprise; or
– Written authorization in accordance with the law for individuals to carry out procedures related to the Certificate of Business Registration.