Forming a partnership in Vietnam is a popular business structure option for foreign investors and business owners. A partnership is a company that must have a minimum of two joint owners, and both of them conduct business activities under one business name.
There are two types of partnerships in Vietnam: general partnership and limited partnership. General partners must be individuals. A general partnership means that without the agreement of other general partners, a general partner cannot be a general partner of another company, an owner of a private company, or an owner of a home business.
Partners under this company hold financial liabilities such as partnership’s debts and capital contribution as for limited partnerships.
Requirements for Registration of Partnership in Vietnam
You may form a general partnership or a limited partnership in Vietnam, given that you fulfill the following requirements:
- Partnership registration form from Cekindo or Vietnam’s Business Registration Office
- Partnership charter
- A list of the company’s partners, along with partners’ passport copies, identification card copies, or other related personal certifications
- Legal capital certification
- General partners’ practice certificate copies related to the business line
Legal and Valid Identification Documents of Partners
1. For Vietnamese citizens
- An identification card or passport (Vietnamese nationals residing in Vietnam)
- Vietnamese visa or foreign passport along with Vietnamese nationality or origin certificate (Vietnamese nationals living overseas)
2. For foreigners
- Foreign passport and resident card from the Vietnamese authority (foreigners living in Vietnam)
- Foreign passport (foreigners living in their home countries or overseas)
Rules of Naming a Partnership
It is compulsory that all partnerships in Vietnam to have a name, and the naming must comply with Government Decree 88/2006/ND-CP. Under this law, a partnership’s name must not be the same as other companies conducting activities in the same business sector and the same city or province.
How to Register a Partnership in Vietnam
- Fill out the registration form.
- Prepare the documents with assistance from Cekindo.
- Submit all accurate and complete records and apply for the partnership at the province’s business registration office under Vietnam’s Department of Planning and Investment.
Limited partners are financially liable for the partnership’s debt and capital contribution, and general partners hold financial liability for the partnership’s obligations and other business liabilities with all their personal assets (property, land, cars, cash, investment, etc.). Therefore, if the partnership fails, general partners need to use their personal assets to pay the partnership debts and liabilities.
There are certain restrictions when it comes to a general partnership as well. For instance, general partners are restricted from conducting business activities for their benefits or other partners’ benefits. Also, a general partner is not allowed to transfer any of their capital contribution to other partners.
However, there are no restrictions on the number of business locations for a partnership in Vietnam. Branch offices or representative offices are also permitted if the partnership company registers its branches and representative offices legally.
How Cekindo can Assist
Vietnam is a crucial destination for foreign individuals and companies looking for additional profits and long-term growth. Therefore, forming a partnership in Vietnam with the support from Cekindo can help you unlock potential business opportunities minus the associated risks.
To the extent that you are thinking of conducting your business in partnership in Vietnam, Cekindo’s legal experts can advise on structure and partnership issues and assist you in drafting proper documents.
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