The latest Law on Enterprises took effect on January 1, 2021, accordingly, there are some change and supplement on provisions. In particular, there are provisions on Authorization in business registration under the latest Law on Enterprises. Please kindly read the content of our article:

Legal grounds:

• Law on Enterprises No. 59/2020/QH14 issued by the National Assembly on June 17, 2020 (“Law on Enterprises 2020“);
• Decree No. 01/2021/ND-CP issued by the Government on January 04, 2021 on enterprise registration (“Decree 01″);
• Civil Code No. 91/2015/QH13 issued by the National Assembly on November 24, 2015 (“Civil Code 2015“).

1. What is authorization in business registration?

According to the provisions of Article 135 of the Civil Code 2015, ” Representation rights shall be established according to a power of attorney between a principal and a representative (hereinafter referred to as authorized representation); according to a decision of a competent authority, a charter of a juridical person or as prescribed by law (hereinafter referred to as legal representation)”.

Thus, Authorization is a form of representation recognized by law, allowing individuals and organizations to perform certain rights, obligations and activities on behalf of other individuals and organizations.

Specifically, if a new company’s Owner do not know the relevant legal provisions, they can authorize Capable Counsel to represent on their behalf the procedures. It makes business registration quickly, convenient and cost-effectively.

2. What can the clients grant powers to Capable Counsel?

For setting up a company, whether such a company is a limited liability company or a joint stock company, whether with foreign or domestic investment, founders or investors can empower Capable Counsel to conduct all necessary procedures for getting the results from the licensing authorities.

Similarly, for amending licenses, in case a Vietnam-based company would like to amend its licenses to reflect the new change or adding more information under its business plan, then such a company can authorize Capable Counsel to proceed on their behalf.

In addition, for an enterprise carrying out conditioned business activities, such an enterprise shall apply for sub-licenses. Capable Counsel has the capacity and experience to assist the enterprise in implementing all statutory procedures for obtaining the sub-licenses.

3. What can Capable Counsel do when acting on behalf of the Clients? 

In short, to proceed with authorized works from the clients, Capable Counsel will work:

(i) to provide legal advice for clients;

(ii) to draft, review and/or revise applications when necessary

(iii) to complete all applications for submitting

(iv) to submit applications and pay official fees to the licensing authorities

(v) to closely follow up, approach, meet, and work with the officers of the licensing authorities when necessary to explain and demonstrate the points to be clarified; and

(v) to obtain the results from the licensing authorities.

To sum up, Capable Counsel can perform all assignments in order to get the final results.

4. When to terminate the authorization? 

Indeed, the Clients and Capable Counsel can mutually agree on the duration of authorization for implementing administrative procedures. However, if there is no such agreement, the authorization shall automatically terminate when Capable Counsel completes the assigned works.

5. Notarization of a power of attorney

Following Decree 01, letters of authorization do not need to be notarized when carrying out procedures of business registration. However, in case of authorization to execute business registration procedures via the National Business Registration Portal, Capable Counsel’s staff shall apply online by his/her account. Therefore, he/she shall fulfill his/her liaison information in the letter of authorization before submitting.