A partnership is an enterprise in which there are at least two partners who are joint owners of the company and carry out business under one common name. Such joint owners are called general partners. In addition to general partners, a partnership may have limited partners. A partnership is not permitted to issue shares.

Who can be general partners in a Partnership?

General partners must be individuals. A general partner cannot be a private enterprise owner, a general partner of another partnership or the owner of a household business, unless otherwise agreed by the remaining general partners.

What is the financial liability of general partners in a Partnership?

General partners are financially liable for all the debts and other liabilities of the business with all of their assets. This means that if the business fails, the general partners have to use their personal assets (money, house, land, car, etc.) to pay back the debts of the partnership.

What is the financial liability of limited partners in a Partnership?

Limited partners are financially liable for the debts of the partnership to the extent of the capital they contribute.

Are there other restrictions on what general partners may or may not do?

A general partner is not permitted to act on his own behalf or on behalf other person(s) in carrying out the same business activities as that of the partnership for his benefit or for the benefit of others. Furthermore, a general partner is not entitled to transfer a part or whole of his capital contribution to others.

Who is responsible for the management of a Partnership?

A partnership is managed by the Partners' Council. The partners' council elects a partner to act as the chairman of the partners' council and the chairman becomes the director or director general of the partnership, unless it is otherwise provided for in the charter of the partnership.

How many business locations may a Partnership have?

 There are no limitations on the number of business locations a partnership may have. A partnership 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 Partnership own and use a seal?

 Yes. A partnership 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 we apply to register a Partnership?

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 we need to complete when we register a Partnership?

   1. Application formfor registering a Partnership. You can obtain this form from the Business Registration Office.
   2. Draft of the partnership charter
   3. List of partners, copies of the identification cards, passports or other relevant personal certification of partners
   4. 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.
   5. Valid copy of the practice certificate of the general partners or another individual(s) in a business line where such a certificate is required.

What kinds of documents are accepted as legally valid personal identification of partners?

   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:
      a) Vietnamese passport
      b) 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 we have to provide in the application dossier when registering a Partnership?

   1. Name, ethnicity, nationality, birth date and gender of the partners, the number of personal ID card or other personal identification papers of partners, 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. Registered capital; and its distribution and nature are listed in the list of partners
   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 and full names of every partner

Do we need to give a name to the Partnership?

Yes, every enterprise, including partnerships, 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 2005 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.