ORDER AND PROCEDURES FOR ESTABLISHMENT OF PARTNERSHIPS

Partnerships operate with a combination of the personal reputation and trust of many people with the unlimited joint liability regime of partnership members, suitable for businesses in fields with high demand for business owner reputation and small scale of operations. The order and procedures for establishment of partnerships can be learned in the article below.

1.         Some characteristics of partnerships

–          There are least 02 partners that are joint owners of the company and do business under the same name. There can be limited partners in addition to general partners;

A general partner shall be an individual whose liability for the company’s obligations is equal to all of his/her assets. A limited partner can be an organization or an individual whose liability for the company’s debts is equal to the promised capital contribution.

Noted:

+          A general partner must not be the owner of a sole proprietorship; must not be a general partner of another partnership unless it is accepted by the other general partners.

+          A general partner must not, in their own names or others’ names, do business in the same busines lines as those of the partnership for personal gain or to serve the interests of another organization or individual.

+          A general partner must not transfer part or all of his/her stake in the company to another organization or individual unless it is accepted by the other general partners.

–          Partnerships company have legal status from the date of issuance of the Enterprise Registration Certificate.

–          Partnerships are not allowed to issue any type of securities.

2.         Registration procedures for establishment of partnerships

a.        Step 1: To prepare and submit application for establishment of partnerships

Documents for the registration of partnerships include:

–          Application for business registration of partnerships;

–          Company charter;

–          List of members;

–          Copies of:

+         Legal documents of the individual for the legal representative of the enterprise;

+         Personal legal documents for company members who are individuals; Legal documents of the organization for the company member being an organization; Legal documents of the individual for the authorized representative and document appointing the authorized representative.

For company members who are foreign organizations, copies of the organization’s legal documents must be consularly legalized according to regulations;

+         Investment registration certificate in case the enterprise is established by a foreign investor or an economic organization with foreign investment capital according to the provisions of the Investment Law and its guiding documents.

Applications for registration of establishment of a partnership can be submitted in one of two methods:

–          Submitting to the One-Stop division of  Business Registration Office under the Department of Planning and Investment (Business Registration Office) of the province/city where the enterprise is expected to be headquartered; or

–          Submitting online at the National Business Registration Portal.

>> SHAREHOLDERS, GENERAL SHAREHOLDERS OF A PUBLIC COMPANY https://linconlaw.vn/shareholders-general-shareholders-of-a-public-company/

>> PROCEDURES FOR ESTABLISHMENT OF MULTI-MEMBER LIMITED LIABILITY COMPANY https://linconlaw.vn/procedures-for-establishment-of-multi-member-limited-liability-company/

b.        Step 2: Dossiers for processing

Within 03 working days from the date of receiving valid documents, the Business Registration Office completes and returns the results of the administrative procedures.

c.        Step 3: Receiving the results of registration on establishment of partnerships

In case the dossier is valid and a Enterprise Registration Certificate is issued, the enterprise will receive the results directly at the Business Registration Office or by post (in case of authorization of business registration to the postal unit).

3.         Competent agency for handling

Business Registration Office – Department of Planning and Investment of the province/city where the enterprise is expected to locate headquarter.