In today's context of fierce competition, trademarks are easily infringed by illegal competition practices, which can affect the performance and reputation of businesses, individuals, and organizations because brands are an important part of their business activities, contributing to building the position of products and services in the minds of customers while creating a difference in the market.
With such importance, a trademark is an intellectual property that needs to be protected. To ensure trademark protection, it is necessary to promptly carry out registration procedures and issue a Protection Title/Certificate of Registered Trademark.
Understanding the above needs of customers, on the occasion of the 4th anniversary of establishment, Aladin Law Firm Limited kindly offers a program of free trademark protection services for the first 100 customers who successfully sign a contract. Legal service contract for trademark protection registration with Aladin Law Firm (either at the Hanoi headquarters or the Ho Chi Minh office). The following services will be included in the package:
- Consulting on procedures for establishing intellectual property rights protection for trademarks and brands;
- Preliminary search and advice on trademark protection capabilities;
- Support classifying pre-registration product/service categories;
- Drafting registration documents;
- Guide and assist customers in preparing and providing documents to carry out registration procedures;
- Submit registration applications at the National Office of Intellectual Property and monitor the progress of the application until the application is validly accepted;
- Respond to official dispatches and make amendments at the request of state agencies;
- Monitor application status and notify customers.
The program applies from November 1, 2023, to December 31, 2023
Promotion form: Customers will receive a free voucher to use the service. Each voucher only applies service fee reduction to one brand. Do not combine multiple vouchers for the same brand.
Applicable customers: Customers who have been using the services of Aladin Law Firm are Vietnamese organizations and individuals.
Additionally:
- The above service fee incentives are not for in-depth trademark search services.
- The above trademark registration service does not apply to foreign individuals who do not permanently reside in Vietnam; foreign organizations or individuals that do not have production or business establishments in Vietnam.
- State fees and charges for trademark registration are paid by customers. These fees and charges may change from time to time according to regulations of State agencies and depend on the number of groups and number of products/services in the product/service group that customers register for protection.
Aladin Law Company Limited is confident that with experienced lawyers and a team of enthusiastic, dedicated, and professional consultants, we will bring the most satisfaction to customers.
Please contact hotline: 1900.57.57.73 or register via Website: https://www.aladinlaw.com/ for detailed advice and the fastest support.
Best regards!
The topic of legal procedures for registering to establish a household business will cover basic issues such as: What is a household business, the features of a household business, the necessary conditions when registering a household business, the business code of household business, and procedures for registering.
1. What is a household business? Features of household business
Household businesses, according to Article 79 of Decree 01/2021/ND-CP dated January 4, 2021 on business registration are regulated as follows:
“1. A household business is established by an individual or family household members that shall take responsibility for business operations of the household business with all of their property. If a household business is established by members of a family household, one of them shall be authorized to act as the representative of the household business. The individual applying for registration of household business or the person authorized by the family household members to act as the representative of the household business shall be the owner of the household business.”
In addition, some other types of production are also classified as household businesses, but do not require business registration at state agencies, specifically according to Clause 2, Article 79 of Decree 01/2021. /ND-CP:
“2. Households engaged in agriculture, forestry, aquaculture, salt production, street vendors, nomadic or seasonal businesspeople, and service providers earning low revenues are not required to apply for the establishment of household businesses, except for conditional business lines. The provincial People’s Committees shall specify the low revenues applied within their provinces.”
Thus, this is a simple model among current business models, with different characteristics under the current Enterprise Law as follows:
- Household businesses are not juridical persons like most other types of businesses such as Partnerships, Limited Liability Companies or Joint Stock companies.
- A household business is owned by an individual who is a Vietnamese citizen or registered household members and is responsible with all of his or her assets for the household's business activities. For a business owned by an individual, that individual has full decision-making authority over all business activities of that household business.
- Business households are allowed to do business in many locations but must register one location as their headquarters;
- Business households are not allowed to open additional branches or representative offices.
Above are some characteristics of business households that any business owner should keep in mind when registering a business household. In the next section, we will learn about some necessary conditions for establishing a business household when registering a business household.
2. Some necessary conditions when establishing a household business
Household businesses are registered by an individual or household members.
Fully meet the following conditions (specified in Clause 1, Article 82 of Decree 01/2021/ND-CP):
a) The registered business lines are not banned;
b) The name of the household business is conformable with regulations of Article 88 hereof;
c) The application for household business registration is valid;
d) Fees for household business registration are fully paid.
The household business registration certificate is issued based on information in the household business registration application declared by the household business founder and is responsible for himself.
3. Business code of household business
Circular No. 02/2023/TT-BKHDT of the Ministry of Planning and Investment: Amending and supplementing some articles of Circular 01/2021/TT-BKHDT dated March 16, 2021 of the Minister of Planning and Investment. According to the latest guidance on business registration, household business registration procedures will be linked between business registration agencies and tax authorities from July 1, 2023. Specifically, the household business's code is also its tax code. After registration, this code will be transferred from the tax registration agency to the business registration office where the household business is registered and recorded directly on the business registration certificate.
4. Document required when registering a household business
Documents required when registering a business household according to Clause 2, Article 87 of the Government's Decree dated January 4, 2021, on business registration include:
An application for household business registration includes:
a) The application form for household business registration;
b) Legal documents of the owner of the household business or family household members applying for household business registration;
c) The copy of the minutes of the meeting of family household members on the establishment of household business in case the household business is established by family household members;
d) The copy of the letter of authorization made by the family household members to authorize a person to act as the owner of the household business in case the household business is established by family household members.
e) Degree certificates for conditional occupations (notarized copies).
5. Household business registration procedures
Location for receiving documents: District business registration agency where the business household is headquartered.
Procedure for registering business households in case of direct submission:
Step 1: After receiving the application, the district business registration office issues a receipt within 3 working days from the date of receiving valid information
Step 2: The district business registration office issues a Household Business Registration Certificate to the household business within 3 working days from the date of receipt of valid documents.
In case the information is invalid, the district business registration office is responsible for notifying the applicant or the founder in writing within 3 working days from the date of receiving the information. The notice must clearly state the reason and request for document amendments and supplements (if any).
If after 03 working days from the date of submitting the registration application, you do not receive the Household Business Registration Certificate or do not receive a notice requesting amendments or supplements, then the person establishing the household business or the household business has the right to complain or denounce according to the provisions of law on complaints and denunciations.
Step 3: The district business registration office will send a list of household businesses registered last month to the tax authority, the business registration office, and the specialized management agency on the first working week of every month.
6. Procedure for registering via electronic network using digital signature:
The information on the Household Business Registration Certificate is legally valid from the date of issuance, and the household business has the right to do business from the date of issuance, except in cases of conditional business investment and business lines. In case a household business registers the start date of business operations after the date of issuance of the Household Business Registration Certificate, the household business has the right to operate the business from the date of registration, except in the case of conditional business investment and business lines.
Business households can receive the Household Business Registration Certificate directly at the district business registration office or register and pay a fee to receive it by post mail.
Household businesses have the right to request the district-level Business Registration Authority to issue a copy of the registration certificate and pay fees according to regulations.
When business is facing many difficulties and many businesses cannot continue to operate, temporarily ceasing business is an option worth considering if the business does not want to dissolve. In general, temporarily suspending business is simpler and easier to carry out than stopping business completely (dissolving). In the following article, Aladin Law will describe the documents businesses must prepare and the actions required to implement business suspension procedures.
1. What is business suspension?
Suspension of business requires the business to register with the Department of Planning and Investment regarding the temporary suspension of operations. Business suspension must be carried out in accordance with the business suspension procedures prescribed in the Enterprise Law 2020.
According to the provisions of Clause 1, Article 41 of Decree 01/2021/ND-CP, business suspension is the legal status of an enterprise that is temporarily suspending business according to the provisions of Clause 1, Article 206 of the Enterprise Law. The date of changing the legal status to “business suspended" is the date the enterprise registered to suspend business. The end date of the legal status "business suspended" is the date that the enterprise has announced or the date the enterprise registered to resume business before the announced deadline.
2. Procedures for registering business suspension for enterprises
Legal basis for suspension of business
Enterprise Law 2020
Decree No. 01/2021/ND-CP takes effect on January 4, 2021
Circular No. 01/2021/TT-BKHDT takes effect on May 1, 2021
Business suspension applications include:
According to Article 66 of Decree 01/2021/ND-CP:
- Notice of temporary business suspension (reference form in Appendix No. II-19 Circular 01/2021/TT-BKHDT);
- Resolution and decision to suspend business (of the owner of a single-member limited liability company, of the Board of members of a multiple-member limited liability company, of the Board of Directors of a joint stock company, etc.);
- Copy of the meeting minutes of the Board of Members for a limited liability company with two or more members, a partnership; the Board of Directors for a joint stock company; of the partners for a partnership;
- Resolution and decision of the company owner for a single-member limited liability company on suspension of business.
Enterprises, branches, representative offices, and business locations that suspend business shall send a notice to the Business Registration Office where the enterprise, branch, representative office, or business location is located no later than 03 working days before the date of business suspension.
Or you can submit your application through the National Business Registration Portal at https://dangkykinhdoanh.gov.vn/
After receiving the business's application, the Business Registration Office will process it within 03 working days to provide the following results:
- Confirmation that the enterprise has registered to suspend business if the application is valid;
- Notification of amendments and supplement documents if the documents are not valid.
Business suspension period
In accordance with Clause 1, Article 41 of Decree 01/2021/ND-CP, the business suspension period cannot exceed one year. Before the suspension period ends, the business can extend the suspension indefinitely. This is a new and superior feature of the Enterprise Law 2020 on suspension of businesses compared to a maximum of 02 consecutive years (according to the previous Enterprise Law 2014).
3. Suspend business at the request of competent authorities
In case the Business Registration Office receives a document from competent authorities regarding businesses engaging in restricted business lines or business lines restricted to foreign investors without fulfillment of conditions prescribed by law, the Business Registration Office issues a notice requesting businesses to suspend business in restricted business lines, and business lines restricted to foreign investors.
In case the business does not suspend or terminate restricted business lines and business lines restricted to foreign investors, the Business Registration Office requires businesses to report according to the provisions of Point c, Clause 1, Article 216 of the Law on Enterprises
Within 03 working days from the date the Business Registration Office receives the document from the competent authorities requesting to suspend the business, the Business Registration Office updates the information in the National Business Registration Database and publishes it on the National Business Registration Portal.
Notice:
During the business suspension period, businesses will not be allowed to sign contracts or issue invoices. During suspension, the business does not have to submit tax reports.
Above is information about business suspension procedures for businesses. In case you need advice, please contact us if you are having legal problems or need assistance. You can contact us through the online legal consultation hotline number 1900.57.57.73. In addition, you can also send a detailed email to the email address: luatsu@aladinlaw.vn to receive quick, effective support and answers to your questions. We appreciate your cooperation and look forward to accompanying you on every legal journey.
Sometimes, due to disputes or the need to expand, many businesses require division. With many years of experience in consulting during the operation of businesses buying, selling, full dividing, partial dividing, and merging businesses in particular, Aladin Limited Liability Law Company hopes this article will help you better understand the procedure for dividing a limited liability company.
1. What is partial division?
According to Clause 1, Article 199 of the Enterprise Law 2020, it is stipulated: "A limited liability company or joint stock company may be partially divided by transfer part of the divided company’s assets, rights, obligations, and members/shareholders of the existing company (hereinafter referred to as the divided company) to establish one or several new liability companies or joint stock companies (hereinafter referred to as the new company) without ceasing the existence of the divided company.
For example, Limited Liability Company A wants to expand its operations, so it transfers part of its shares to a new company and establishes LLC B. After the separation, company A still operates in parallel with company B.
2. Conditions to partially divide a limited liability company
- The divided company must be a limited liability company or a joint stock company. Private enterprises and partnerships cannot divide business. This comes from the nature of private enterprises and partnerships, which are private companies with no transparency between the assets of the enterprise and the assets of the enterprise owner;
- Must have the consensus of the Board of Members (in an LLC with two or more members). The result of this consensus is the Resolution on partial division of the company;
- The divided company must register a change in charter capital, quantity of members/shareholders in proportion to the capital contribution, shares, and reduced number of members and shareholders (if any); The division of the company is completed when the new company is registered for establishment.
3. Methods of partial dividing a limited liability company
The company can be divided by one of the following methods:
- Divide a portion of the capital contribution, shares of members/shareholders along with assets in proportion with the value of the capital contribution, and shares transferred to new companies according to the ownership ratio in the divided company and in proportion with the value of assets transferred to the new company.
- All capital contributions and shares of one or more members/shareholders along with assets corresponding to the value of their shares and capital contributions are transferred to new companies.
- Divide the business by combining the above two methods. The divided company transfers capital, shares, and assets in both of the above ways to the new companies.
4. Procedures for partial dividing a limited liability company
Procedures for dividing a limited liability company are specified in Clause 3, Article 199 of the Law on Enterprises 2020, specifically:
Step 1: The divided company passes a resolution or decision on partial division
The Board of Members, the company owner of a limited liability company passes a resolution or decision on partial division of the company in accordance with the law and the company's charter before the company carries out the division.
The resolution on partial division of the company must have the following main contents:
+ Name and headquarters address of the divided company
+ Name of each new company
+ Employment plan
+ Method for division
+ Values of assets, rights and obligations transferred from the divided company to the new company/companies
+ Division time.
After being approved, the resolution or decision shall be sent to all creditors and employees within 15 days from its issuance date or ratification date.
Step 2: The company is divided through charter
Members, company owners or shareholders of the company are divided through the charter; they elect appoint Chairman of the Board of Members, Company President, Board of Directors, Director.
Step 3: Proceed with business registration
After agreeing on the list of company members and the Charter of the new company, it is necessary to register the new business to complete the division procedure.
5. Application for partial division of limited liability company
According to regulations on business division application in Article 25 of Decree 01/2021/ND-CP regulating business registration applications for companies established on the basis of company partial division. The division application includes the following documents:
a) For multiple-member limited liability companies
According to Articles 23 and 25 of Decree 01/2021/ND-CP on business registration, documents include:
- The enterprise registration application form
- Company’s charter
- List of members for multiple-member limited liability companies
- Valid copies of the following documents:
- Legal documents of an individual for the legal representative of the enterprise;
- Legal documents of an individual for company members who are individuals; Legal documents of an enterprise for members that are foreign investor that are organizations ; Legal documents of an individual for the authorized representative of the member who is an organization and the document appointing the authorized representative;
- The Certificate of Investment Registration in case the enterprise is established or participates in the establishment by foreign investors or economic organizations with foreign investment capital
- Resolutions or decisions on division of the company
- A valid copy of the meeting minutes of the Board of Members for multiple-member limited liability companies on partial division of the company
For members and shareholders who are foreign organizations, copies of the organization's legal documents must be legalized.
b) For single-member limited liability companies
- The enterprise registration application form
- Company’s charter
- Valid copies of the following documents:
- Legal documents of an individual for the legal representative of the enterprise;
- Legal documents of an individual for company owners who are individuals; Legal documents of an enterprise for the company owner being an organization (except in cases where the company owner is the State); Legal documents of the individual for the authorized representative and documents appointing the authorized representative;
- The Certificate of Investment Registration in case the enterprise is established or participates in the establishment by foreign investors or economic organizations with foreign investment capital according to the provisions of the Investment Law and its guiding documents.
- Resolutions or decisions on division of the company
For members and shareholders who are foreign organizations, copies of the organization's legal documents must be legalized.
Note
- The divided company must register a change in charter capital and quantity of shareholders in proportion to the shares and number of shareholders reduced;
- After business registration, the divided company and the new company must both be responsible for unpaid debts, labor contracts, other property obligations of the divided company, except in the case of the divided company, the new company, the creditors, customers and employees of the divided company have other agreements.
Above is information about the procedure for partial division of a limited liability company. In case you need advice, please contact us if you are having legal problems or need assistance. You can contact us through the online legal consultation hotline number 1900.57.57.73. In addition, you can also send a detailed email to the email address: luatsu@aladinlaw.vn to receive quick and effective support and answers to your questions. We appreciate your cooperation and look forward to accompanying you on every legal journey.
What is tax? After establishing a business, what taxes must businesses pay? These are frequently asked questions by new business owners. This article will help customers better understand the taxes businesses must pay when first participating in production and business activities.
According to Clause 1, Article 3 of the Law on Tax Administration 2019, tax is defined as a mandatory amount of money that organizations and individuals must pay to the State according to the provisions of the law. Taxes are used to serve the public spending needs of the state, contributing to socio-economic development.
After establishing a business, businesses must pay the following taxes:
Business License tax (or license fee)
Value Added Tax (VAT)
Corporate income tax (CIT)
Personal income tax (PIT)
1. Business License tax (License fee)
License tax, also known as license fee, is a direct tax and is usually a quota levied on business licenses of businesses, organizations, individuals, and household businesses. This is one of the taxes businesses must pay annually to tax authorities.
Subjects and license fee payment rates
According to Clause 1, Clause 2, Article 4 of Decree 139/2016/ND-CP and Clause 1, 2, Article 4 of Circular 302/2016/TT-BTC, tax payers and license fee payment rates are prescribed and determined as follows:
2. Value added tax
Value added tax (VAT) is a tax levied on the added value of goods and services arising in the process from manufacturing, circulation to consumption.
Enterprises that produce, trade goods and services, and import goods subject to value-added tax will be the ones who must pay value-added tax.
Subjects of VAT are goods and services used for manufacture, trade and consumption in Vietnam (including goods and services purchased from organizations and individuals abroad), except for subjects not subject to VAT as guided in Article 4 of Circular 219/2013/TT-BTC.
Tax rates: VAT rates are specified for each type of goods and services, with three tax rates of 0%, 5% and 10%. The list of specific goods and services and in proportion tax rates are specified in Article 9, Article 10 and Article 11 of Circular 219/2013/TT-BTC, amended and supplemented by Circular 43/ 2021/TT-BTC.
VAT calculation method
- Deduction method
- Direct method
With activities of buying, selling and processing gold, silver and gemstones:
For businesses with a revenue of less than 1 billion VND (if they do not voluntarily register to use the tax deduction method) or do not follow the accounting, invoice and document regime:
Including:
- Revenue for calculating VAT is the total amount of actual sales of goods and services recorded on the sales invoice for goods and services subject to VAT, including surcharges and additional fees that the business establishment charged
- The percentage to calculate VAT on revenue is specified for each activity as follows:
- Distribution and supply of goods: 1%.
- Services and construction excluding raw materials: 5%.
- Manufacture, transportation, services associated with goods, construction with raw materials: 3%.
- Other business activities: 2%.
3. Corporate income tax
Corporate income tax is a direct tax, levied on businesses and economic organizations with taxable income including from business activities, manufacture, transportation of goods, services and other activities, and other income of the enterprise according to regulations.
Tax rate:
Tax rate: Method of calculating corporate income tax
4. Personal income tax
Personal income tax is an amount of money that must be deducted from a part of the salary and other income sources of the income generator to the Tax agency to pay into the state budget after being deducted. For individuals with low income below the taxable limit, personal income tax is currently not applicable.
Personal income tax declaration
According to Point c, Clause 2, Article 8 of Decree 126/2020/ND-CP and Point b, Clause 1, Article 44 of the Law on Tax Administration 2019 as follows:
Newly established businesses that choose to declare VAT quarterly will declare personal income tax for employees quarterly, accordingly, the deadline for submitting personal income tax declaration documents is the last day of the first month of the quarter following the quarter in which tax obligations arise ( similar to quarterly VAT declaration).
No later than the 20th day of the month following the month in which tax obligation arises in case of monthly declaration and payment;
No later than the last day of the first month of the quarter following the quarter in which tax obligation arises in case of quarterly declaration and payment.
VAT payment deadline: Coincides with the VAT declaration submission deadline.
Method of calculating personal income tax
For resident individuals with labor contracts of 3 months or more: Deductions are made according to the partially progressive tariff and employees are entitled to family circumstances deductions. The income-paying organization is responsible for settlement on behalf of authorized individuals.
For resident individuals without a labor contract or with a labor contract of less than 03 months: Deduct 10% directly at source before paying income with a total payment of 2,000,000 VND or more, not permitted to calculate family circumstances deductions but can make commitment 02/CK-TNCN (if eligible) so temporary income-payment orgaization won’t deduct tax of these individuals.
For non-resident individuals: deduct 20% before paying income.
Above is information about the types of taxes businesses must pay. In case you need advice, please contact us if you are having legal problems or need support. You can contact us through the online legal consultation hotline number 1900.57.57.73. In addition, you can also send a detailed email to the email address: luatsu@aladinlaw.vn to receive quick and effective support and answers to your questions. We appreciate your cooperation and look forward to accompanying you on every legal journey.