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 partnerships and limited partnerships. 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 prepared by InCorp Vietnam
- 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 (regarding certain business lines)
- General partners’ practice certificate copies related to the business line (regarding certain business lines)
Legal and Valid Identification Documents of Partners
1. For Vietnamese citizens
- A Notarized copy of 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
- A Notarized copy of a Foreign passport and resident card from the Vietnamese authority (foreigners living in Vietnam)
- A legalized copy of a 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 01/2021/ND-CP. Under this law, The business or enterprise is not allowed to register a name of the enterprise that coincides or confuses with the name of another enterprise already registered in the National Database on Enterprise Registration nationwide.
How to Register a Partnership in Vietnam
- Fill out the registration form.
- Prepare the documents with assistance from InCorp Vietnam.
- 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 within the amount of capital committed to contribute to the company. Therefore, if the partnership fails, general partners need to use their personal assets (property, land, cars, cash, investment, etc.) to pay the partnership debts and liabilities. 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 may not own private enterprises; not be a partner of another partnership. Also, they are restricted from conducting business activities for their benefits or other partners’ benefit. And a general partner is not allowed to transfer any of their capital contribution to other partners without the approval of the remaining members.
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.
InCorp Vietnam is a leading provider of global market entry services. We are part of InCorp group, a regional leader in corporate solutions, that encompasses 8 countries in Asia-Pacific, headquartered in Singapore. With over 1,100 legal experts serving over 15,000 Corporate Clients across the region, our expertise speaks for itself. We provide transparent legal consulting, setup, and advice based on local requirements to make your business perfectly fit into the market with healthy growth.
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