What conditions are required to establish a Private Enterprise? What are the required documents and procedures?

I would like to establish a Private Enterprise. What conditions must I satisfy? Specifically, I have a certain amount of capital and intend to establish a business owned and operated by myself. Therefore, what requirements must I meet to establish a Private Enterprise? What documents and procedures are required? How long does it take to receive the Enterprise Registration Certificate?

Conditions for Establishing a Private Enterprise

According to Article 27 of the Law on Enterprises 2025, an enterprise shall be granted an Enterprise Registration Certificate when it satisfies the following conditions:

Article 27. Issuance of Enterprise Registration Certificates

• An enterprise shall be granted an Enterprise Registration Certificate if it fully satisfies the following conditions:

a) The registered business lines are not prohibited from investment and business activities;

b) The enterprise name complies with the provisions of Articles 37, 38, 39, and 41 of this Law;

c) The enterprise registration dossier is valid;

d) The prescribed enterprise registration fees have been fully paid in accordance with the laws on fees and charges.

• In case an Enterprise Registration Certificate is lost, damaged, or otherwise destroyed, the enterprise shall be issued a replacement Enterprise Registration Certificate and must pay the prescribed fee in accordance with the law.

In addition, Articles 188 and Clause 1, Article 189 of the Law on Enterprises 2025 provide specific regulations applicable to Private Enterprises as follows:

• A Private Enterprise is an enterprise owned by one individual who is personally liable with all of his/her assets for all business activities of the enterprise.
• A Private Enterprise is not allowed to issue any type of securities.
• Each individual is entitled to establish only one Private Enterprise. The owner of a Private Enterprise may not concurrently be the owner of a household business or a general partner of a partnership company.
• A Private Enterprise is not entitled to contribute capital to establish or purchase shares or capital contributions in a partnership company, limited liability company, or joint-stock company.
• The investment capital of a Private Enterprise shall be registered by its owner. The owner must accurately register the total amount of investment capital, specifying the capital amount in Vietnamese Dong, freely convertible foreign currencies, gold, and other assets. For capital contributed in other assets, the owner must also specify the type of assets, quantity, and remaining value of each type of asset.

Therefore, to establish a Private Enterprise, the owner must satisfy the following conditions:

- The registered business lines must not be prohibited from investment and business activities.

- The enterprise name must not be identical to or confusingly similar to an existing registered enterprise name.

- The owner of the Private Enterprise must be an individual.

- The investment capital must be accurately declared and registered.

Documents and Procedures for Establishing a Private Enterprise

Required Documents for Establishing a Private Enterprise

Decree No. 168/2025/ND-CP the application dossier for establishing a Private Enterprise includes:

• An application for enterprise registration.
• A copy of the legal identification document of the individual who is the owner of the Private Enterprise.

Procedures for Receiving and Processing Enterprise Registration Applications

Decree No. 168/2025/ND-CP, the procedures for receiving and processing enterprise registration applications are as follows:

Receipt and Processing of Enterprise Registration Applications

• Applicants for enterprise registration shall submit their dossiers to the Business Registration Office where the enterprise's head office is located in accordance with this Decree.
• An enterprise registration dossier shall be accepted for data entry into the National Enterprise Registration Information System when it satisfies the following conditions:

a) The dossier contains all required documents as prescribed by this Decree;

b) The enterprise name has been declared in the application for enterprise registration, application for amendment of enterprise registration contents, or notification of changes to enterprise registration contents;

c) The contact address of the person submitting the enterprise registration dossier is provided;

d) The prescribed enterprise registration fees and charges have been fully paid.

• After receiving the enterprise registration dossier, the Business Registration Office shall issue a receipt confirming the submission of the dossier to the applicant.
• After issuing the receipt, the Business Registration Office shall enter complete and accurate information from the enterprise registration dossier, verify the validity of the dossier, and upload digitized documents included in the enterprise registration dossier to the National Enterprise Registration Information System.
• The founder of an enterprise or the enterprise may request to stop the enterprise registration procedure before the dossier is approved on the National Enterprise Registration Information System. In this case, the authorized signatory of the enterprise registration request shall submit a written request to stop the registration procedure to the Business Registration Office where the dossier was submitted. Within three (03) working days from the date of receipt of the request, the Business Registration Office shall consider and issue a notice regarding the termination of the enterprise registration procedure and cancel the enterprise registration dossier in accordance with the process on the National Enterprise Registration Information System. If the request is rejected, the Business Registration Office shall issue a written notification clearly stating the reasons for refusal to the enterprise founder or the enterprise.

Summary of Required Documents and Submission Procedures

Therefore, to register the establishment of a Private Enterprise, the applicant must prepare the following documents:

• An application for enterprise registration.
• A copy of the individual's legal identification documents, such as an Identity Card or Citizen Identification Card.

After preparing the required documents, the applicant shall submit the dossier to the Business Registration Office where the enterprise's head office is located, receive the receipt confirming the submission of the dossier, and wait for the competent authority to process and issue the result.

Processing Time for Enterprise Registration Applications

According to Article 33 of Decree No. 01/2021/ND-CP, the time limit for issuing an Enterprise Registration Certificate and a Confirmation of Changes to Enterprise Registration Contents is regulated as follows:

Article 33. Time Limit for Issuing Enterprise Registration Certificates and Confirmations of Changes to Enterprise Registration Contents

1. The Business Registration Office shall issue an Enterprise Registration Certificate, issue a Confirmation of Changes to Enterprise Registration Contents, and update changes to enterprise registration information in the National Enterprise Registration Database within three (03) working days from the date of receipt of a valid application dossier.

2. In cases where the application dossier is invalid or the proposed enterprise name does not comply with applicable regulations, the Business Registration Office shall provide a written notification specifying the required amendments and supplements to the enterprise founder or the enterprise within three (03) working days from the date of receipt of the dossier. The Business Registration Office shall include all requirements for amendment and supplementation of the enterprise registration dossier submitted by the enterprise in a single notification requesting the amendment and supplementation of the dossier.

3. If, after the above-mentioned time limit, the enterprise has not been granted an Enterprise Registration Certificate, has not received a Confirmation of Changes to Enterprise Registration Contents, the enterprise registration information has not been updated in the National Enterprise Registration Database, or the enterprise has not received a notification requesting amendments and supplements to the enterprise registration dossier, the enterprise founder or the enterprise shall have the right to file complaints or denunciations in accordance with the laws on complaints and denunciations.

Based on the above regulations, if your application dossier is valid, the Business Registration Office shall issue an Enterprise Registration Certificate to your enterprise within three (03) working days from the date of receipt of the dossier.

In case the application dossier is invalid, the Business Registration Office shall issue a written notification requesting amendments and supplements to the dossier within three (03) working days from the date of receipt of the application.

Starting a business is an important first step for individuals and organizations seeking to establish a stable foundation for their commercial activities. However, the process of setting up a company requires careful preparation, including selecting the appropriate business structure, preparing legal documents, completing registration procedures, and ensuring compliance with applicable regulations. Without proper legal guidance, businesses may face unnecessary delays or potential legal risks during the establishment process.

With extensive experience in corporate and investment consulting, Khanh An Business Law LLC provides professional and comprehensive Enterprise Establishment Services to support clients in successfully setting up their businesses in Vietnam. We assist clients throughout the entire process, including consulting on suitable business models, preparing incorporation documents, submitting applications to competent authorities, obtaining the Enterprise Registration Certificate, and advising on legal matters after establishment.

With a team of experienced lawyers and legal professionals, Khanh An Business Law LLC is committed to delivering reliable, efficient, and tailored solutions that help clients save time, minimize legal risks, and build a strong legal foundation for long-term business development.

Contact Information

KHANH AN BUSINESS LAW LLC

Hotline: (+84) 24 6688 5821 / (+84) 976 529 499

Address: 88 To Vinh Dien, Khuong Dinh, Hanoi, Vietnam

Website: khanhanlaw.com

Email: info@khanhanlaw.net