A private enterprise is the simplest form for a business entity that is governed by the Enterprise Law. This type of business is not a legal person on its own; in other words, the business and its owner are considered one. As such, a private enterprise is not permitted to issue shares.

Who can register a Private Enterprise?

A private enterprise (also called a sole proprietorship in English) is owned and registered by an individual.

How many Private Enterprises may one individual register?

One individual is only permitted to register one private enterprise.

What is the financial liability of a Private Enterprise owner?

A private enterprise owner is financially liable for the debts of the business with all of his/her assets. This means that if the business fails, the owner of the private enterprise has to use his personal assets (money, house, land, car, etc.) to pay back the debts of the private enterprise.

Who is responsible for the management of a Private Enterprise?

A private enterprise is managed by its owner or by a person the owner of the private enterprise employs. If the owner of a private enterprise employs a director or general director to manage the enterprise, the business registrar must be notified.

Even if a director or general director is employed to manage a private enterprise, the owner of the private enterprise is fully liable for all business operations of the private enterprise.

How many business locations may a Private Enterprise have?

There are no limitations on the number of business locations a private enterprise may have. A private enterprise may also open branches and representative offices as long as they are appropriately registered. Please study Government Decree 88/2006/ND-CP, dated 29 August 2006 on business registration to learn more about how to register branches, representative offices and additional business locations.

Can a Private Enterprise own and use a seal?

Yes. A private enterprise has the right to make and use a seal for its business. Please study the requirements for obtaining a  seal-engraving permit   on this Portal.

Where do I apply to register a Private Enterprise?

You need to apply to the Provincial Business Registration Office under the Department of Planning and Investment in the province where you plan to locate the head office of your business, after completing all the documents for business registration.

Which documents do I need to complete when I register a Private Enterprise?

   1. Application form for registering a Private Enterprise. You can obtain this form from the Business Registration Office.
   2. Copy of one of the legally valid personal identification documents of the private enterprise owner.
   3. Certification of legal capital issued by the competent organization for enterprise that is going to operate in a business line where legal capital is required.
   4. Valid copy of the practice certificate of the enterprise owner or director (Director General) and other individuals in a business line where such a certificate is required.

What kinds of documents are accepted as legally valid personal identification of Private Enterprise Owners?

   1. Valid personal ID card or passport for Vietnamese citizens resident in Viet Nam
   2. One of the following papers that are valid for overseas Vietnamese:
          * Vietnamese passport
          * Foreign passports (or papers that can replace the foreign passport) and one of the following papers that are valid:
          * Certificate of Vietnamese nationality
          * Certificate of losing Vietnamese nationality
          * Certificate of citizen registration
          * Certificate of Vietnamese origin
          * Certificate of having Vietnamese origin
          * Certificate of having Vietnamese blood relations
          * Other papers as regulated by laws
   3. Valid Resident Card issued by a Vietnamese competent authority and passport for foreigners residing in Vietnam
   4. Valid passport for foreigners not residing in Vietnam.

What kind of information do I have to provide in the application form when registering a Private Enterprise?

   1. Name, ethnicity, nationality, birth date of the owner, the number of personal ID card or other personal identification papers of the owner, name of issuing authority for personal ID card and date of issue, registered address of the household book, current residence address, telephone, fax, e-mail or website, if applicable
   2. Name of the enterprise in Vietnamese, and in foreign language or the abbreviated name of enterprise, if applicable
   3. Head office address, telephone, fax, and e-mail, website, if applicable
   4. Business lines according to Vietnam Standard Industrial Classification (VSIC)
   5. Initial investment capital and its distribution among cash, gold or in-kind assets, including the value of each in-kind asset
   6. Legal capital, if the business line(s) require so.
   7. Name and address of branch, if applicable
   8. Name and address of representative office, if applicable
   9. Name and address of business location(s), if applicable
  10. Signature of Enterprise Owner

Do I need to give a name to my Private Enterprise?

Yes, every enterprise, including private enterprises, must have a name.

Are there rules when naming an Enterprise?

Yes. Please study carefully Chapter III, Articles 10-13 of Government Decree 88/2006/ND-CP, dated 29 August 2006 on business registration and Articles 31-34 of the Enterprise Law  to learn more about how to name your enterprise.

According to the Enterprise Law and Government Decree 88/2006, names of enterprises must not overlap or be confused with the name of another enterprise registered in the same business line within the same province or city directly under the Central Government.  Therefore, you are required to check the registered names of all enterprises currently in operation in the archive of the Business Registration Office of the province where you intend to locate your head office. If the name you choose overlaps with an already registered enterprise name, your application would be rejected.

How long does it take to register an Enterprise?

The statutory time limit for the issuance of business registration certificate is 10 working days, from the date of the submission of a fully valid application dossier.

When you submit your application dossier, the business registration office will give you a receipt slip that shows your application date. If the contents of your dossier do not fully comply with the regulations, the registry has to inform you to modify or supplement your application dossier within 10 working days in writing. In this notification, the registry has to clearly indicate what you have to modify or supplement.

Which regulations apply to the registration of an Enterprise?

Enterprise Law 2005 , Government Decree 88/2006/ND-CP dated 29 August 2006 on Business Registration and the Circular No. 03/2006/TT-BKH dated 19 October 2006 on the implementing regulations of the Government Decree 88/2006/ND-CP on Business Registration.