Company Formation and Corporate Legal Services
A company formed quickly but with sloppy legal design usually has to make many repairs when it starts raising capital, signing large contracts or facing internal disputes. Corporate legal is not just the Enterprise Registration Certificate: it also includes the charter, governance structure, voting rights, legal representatives, meeting dossiers, authorizations and daily decision-making mechanisms.
Quick summary: company formation and corporate legal
| Suitable for | Investors forming a new company in Vietnam and operating enterprises needing to standardize their corporate legal dossiers. |
|---|---|
| Key documents | Owner information, intended charter capital, business lines, head office address and the legal representative’s dossiers. |
| Points to check | The enterprise type suited to the number of owners and fundraising plans, the company name, registered business lines and the representative’s authority. |
Who is this service for?
- Investors wanting to form a new company in Vietnam.
- FDI enterprises needing to form subsidiaries or standardize legal dossiers.
- Companies changing capital, representatives, members or ownership structures.
- Enterprises with many shareholders needing to rebuild charters and operating regulations.
What to get right from the start
- Choosing the enterprise type suited to the number of owners and fundraising plans.
- Designing the charter, voting rights, capital transfer and deadlock mechanisms.
- Determining the legal representative, signing authority and authorization procedures.
- Calculating the ability to contribute full charter capital within 90 days from the Enterprise Registration Certificate issuance date under the Law on Enterprises 2020.
- Preparing beneficial owner dossiers where declaration is required.
- Syncing the ERC with contracts, banking, tax and actual operations.
What does FLAT LAW FIRM do?
- Advising on legal entity structures and formation dossier sets.
- Drafting charters, resolutions, meeting minutes, authorizations and internal regulations.
- Reviewing enterprise registration changes and shareholder/member dossiers.
- Designing operational legal checklists for boards and in-house legal teams.
Working process
- Assessing the business model, owners and governance objectives.
- Preparing the list of dossiers to prepare and points needing internal alignment.
- Drafting dossiers, charters and supporting signing documents.
- Filing dossiers, tracking the business registration authority’s responses and handing over the complete dossier set. Under Clause 5 Article 26 of the Law on Enterprises 2020, the Enterprise Registration Certificate is issued within 03 working days from receipt of a complete and valid dossier; if the dossier is requested for amendment or supplementation, FLAT handles it immediately to avoid interrupting timelines.
Common risks
- Charters copied from templates, not reflecting actual decision-making mechanisms.
- Representatives with signing powers too broad or too narrow for operational needs.
- Minutes, resolutions and authorizations inconsistent when proof is needed later.
- Not standardizing change dossiers before dealing with banks, investors or buyers.
Dossiers to prepare
- Existing charter, ERC, ownership chart, resolutions, meeting minutes and authorizations.
- Contract templates, internal regulations, signatory lists and recent enterprise changes.
- Large transactions, fundraising plans, governance changes or compliance issues needing handling.
Four decisions to settle before filing
The enterprise type is the hardest decision to reverse. A limited liability company is simpler to manage but limited when wanting to issue shares to many investors; a joint stock company is more flexible on capital but requires a tighter governance apparatus and dossiers. Later conversion is possible but time-consuming and usually falls exactly when the enterprise needs to raise capital.
Registered business lines should reflect actual operations and expected operations over the next few years. Registering too few means supplementing when signing large contracts; registering too many conditional lines creates compliance obligations the enterprise does not really need.
The remaining two decisions are charter capital and the legal representative. Charter capital affects capital contribution obligations by deadline, credibility with partners and some business-line conditions. The Law on Enterprises 2020 sets the full contribution deadline at 90 days from the Enterprise Registration Certificate issuance date (Articles 47, 75 and 113, corresponding to each company type), so the figure on the ERC must be what the owners can actually contribute — no inflated declarations. The legal representative needs clear determination of number, scope of authority and replacement mechanisms, as this is the most dispute-prone content in companies with many owners.
After the Enterprise Registration Certificate
Formation does not end at the Enterprise Registration Certificate. The enterprise must still complete a series of post-formation tasks: deciding and managing the seal under the Charter — the enterprise decides seal type, quantity, form and content itself, and no longer needs to notify the seal specimen to the business registration authority from 01/01/2021 under Article 43 of the Law on Enterprises 2020; opening a bank account; registering tax and using e-invoices; handling labour and social insurance procedures; and for foreign-invested enterprises, opening a direct investment capital account.
Current enterprise law also requires enterprises to collect, retain and update information on beneficial owners. For multi-tier ownership structures or those with foreign legal persons, this content should be determined when preparing dossiers rather than supplemented later.
Referenced legal framework
Enterprise formation and operation in Vietnam are governed by the Law on Enterprises 2020, amended and supplemented by Law No. 76/2025/QH15 effective from 01/07/2025, together with decrees on enterprise registration. For foreign investors, procedures are also governed by investment law, including the Law on Investment 2025 No. 143/2025/QH15 effective from 01/03/2026.
Legal regulations, state authority competences and administrative procedures may change over time. The full text of the above instruments can be found at the Government’s system of normative legal documents. The content on this page is orienting and should be checked against the instruments in force at the time of application for each specific dossier.
Frequently asked questions
Should a company have one or multiple legal representatives?
Depends on the operating model, needed signing powers and each enterprise’s internal control mechanism.
Does the charter need to be written separately?
Yes. The charter is a core governance document and should reflect the enterprise’s actual needs rather than just using a default template.
When does the ERC need updating?
When the enterprise changes registered information such as name, address, capital, representative, members or business lines under current regulations. The process, dossiers and notes for each change type are guided at Enterprise registration changes.
Do meeting dossiers need to be kept if the company has few shareholders?
Yes. Meeting dossiers are important evidence for internal decisions and later transactions.
What else should FDI enterprises note?
The company dossier needs syncing with the Investment Registration Certificate (IRC), the capital account, contribution rules and related investment obligations.
Useful links
When to talk to a lawyer
Not every enterprise formation needs a lawyer from the start, but the following cases often generate very large repair costs if done alone:
- Two or more owners needing designed voting rights, capital transfer conditions and deadlock resolution mechanisms.
- Foreign investors or transactions with foreign elements — involving IRC, market access conditions and investment capital accounts.
- Intended business lines in the conditional investment business line list.
- Dossiers repeatedly requested for amendment by the business registration authority or at risk of rejection.
- About to raise capital, carry out M&A or sign high-value contracts and needing a company dossier set up to buyer, bank or investor diligence standards.
Talk to FLAT LAW FIRM
You can send your existing documents, objectives and expected timeline for our team to assess the next steps.