Is it possible to authorize the registration of enterprise establishment?

Authorizing the registration of enterprise establishment is a flexible solution that allows an individual or organization to entrust another person to implement the necessary procedures on their behalf. However, such authorization must strictly comply with legal regulations to ensure its legality and effectiveness. In the following article, NPLaw analyzes the legal provisions governing the authorization of enterprise establishment registration, providing readers with a comprehensive and accurate understanding of this issue.

I. Overview of authorization for enterprise establishment registration

For an authorization to be legally valid, a clear letter of authorization is required, the authorized person must have full legal capacity, and in certain cases, the authorization document may need notarization.

The dossier for authorization of enterprise registration includes: A valid authorization document, a valid copy of the authorized person’s identification documents, and enterprise registration documents as prescribed by law.

Accordingly, when granting authorization, it is necessary to select a trustworthy person, carefully review the contents of the authorization document, and monitor the registration process to ensure compliance with regulations and avoid legal risks.

II. Legal regulations on authorization for enterprise establishment registration

2.1. Definition of authorization for enterprise establishment registration

Authorization for enterprise establishment registration refers to an act whereby an individual or organization (the principal) authorizes another individual or organization (the authorized party) to act on its behalf in implementing legal procedures related to the registration of enterprise establishment at a competent State authority, typically the Department of Planning and Investment or the local business registration authority.

2.2. Cases in which authorization for enterprise establishment registration is permitted

Pursuant to Article 12 of Decree No. 01/2021/ND-CP, the person competent to sign the application for enterprise registration may authorize another organization or individual to implement enterprise registration procedures in the following cases:

2.2.1. Authorization to an individual

The enterprise registration dossier must include a letter of authorization authorizing an individual to implement procedures related to enterprise registration and a copy of the legal identification documents of the authorized individual. Such authorization documents are not required to be notarized or authenticated.

2.2.2. Authorization to an organization

The enterprise registration dossier must include a copy of the service contract with the organization implementing the enterprise registration procedures, a letter of introduction from the organization designating the individual who directly executes the procedures, and a copy of the legal identification documents of such individual.

2.2.3. Authorization to a public postal service provider

When implementing enterprise registration procedures, postal employees must submit a copy of the application submission receipt in the prescribed form taking the confirmation signatures of the postal employee and the person competent to sign the enterprise registration application.

2.2.4. Authorization to a non-public postal service provider

Authorization for enterprise registration procedures in such a case is conducted in the same manner as authorization to an organization.

Thus, under the law, the person competent to sign the enterprise registration application may authorize an individual, an organization, or a postal service provider to implement enterprise registration procedures. Depending on the form of authorization, the enterprise registration dossier must be accompanied by appropriate documents to ensure the legality of the authorization.

2.3. Important notes when authorizing enterprise establishment registration

To ensure that authorization for enterprise registration is completed in compliance with the law, the principal must understand the provisions of Decree No. 01/2021/ND-CP. The following are main points to note:

2.3.1. Eligible authorized parties for enterprise registration

Pursuant to Article 12 of Decree No. 01/2021/ND-CP, four categories of entities may be authorized to implement enterprise registration procedures:

• Individuals (with full civil act capacity);
• Organizations (law firms, consulting firms, etc.);
• Public postal service providers;
• Non-public postal service providers.

2.3.2. The authorized person may implement the entire business registration process

Pursuant to Clause 4 Article 3 of Decree No. 01/2021/ND-CP, the authorized person is the enterprise registration dossier submitter and may perform the following tasks:

• Submitting the enterprise registration dossier to the Business Registration Office;
• Receiving the dossier receipt;
• Paying fees and charges as prescribed;
• Working directly with the business registration authority when additional documents are requested.

For online enterprise registration, the authorized person must provide a personal phone number and email address for verification by the business registration authority. In addition, the dossier submitter must comply with regulations on the format and authentication of electronic documents as guided by the National Business Registration Portal.

2.3.3. Required documents when authorizing enterprise registration

Pursuant to Article 12 of Decree No. 01/2021/ND-CP, the required dossier varies depending on the authorized party:

Authorization to an individual:

• Letter of authorization;
• Copy of ID card/Citizen ID/Passport of the authorized individual.

Authorization to an organization or a non-public postal service provider:

• Service contract between the enterprise and the authorized organization;
• Letter of introduction from the organization designating the individual who directly executes the procedures;
• Copy of the legal identification documents of such individuals.

Authorization to a public postal service provider:

• Copy of the application submission receipt taking the signatures of the postal employee and the person competent to sign the enterprise registration application.

Note: If the above documents are not fully provided, the Business Registration Office may refuse to accept the dossier.

2.3.4. Authorization document is not required to be notarized or authenticated

Clause 1 Article 12 of Decree No. 01/2021/ND-CP provides that where authorization is granted to an individual to implement enterprise registration procedures, a letter of authorization is required but notarization or authentication is not mandatory.

However, in cases of online enterprise registration using a business registration account, the authorization document must contain the contact information of the principal for verification purposes.

2.3.5. The authorized person must create a business registration account for online registration

Pursuant to Clause 1 Article 45 and Clause 2 Article 42 of Decree No. 01/2021/ND-CP:

• The authorized person submitting dossiers online must use a business registration account; the authorization document must include the principal’s contact information for verification and payment of fees;
• Individuals must register an account on the National Business Registration Portal.

Important notes:

• Declared information must be consistent with personal legal documents;
• Each individual is issued only one business registration account;
• In Hanoi and Ho Chi Minh City, online enterprise registration is mandatory.

2.3.6. Documents required when receiving the enterprise registration result

After the Business Registration Office approves the dossier, the authorized person must personally receive the result and bring:

• The original ID card/Citizen ID/Passport for identity verification;
• A valid authorization document to prove the right to receive the result.

If the above documents are not provided, the Enterprise Registration Certificate may not be issued. 

III. Questions on authorization for enterprise establishment registration

3.1. What contents are included in the latest authorization letter for enterprise establishment registration? Which content is the most important and why?

3.1.1. Detailed contents of the authorization letter for enterprise establishment registration

Based on standard authorization letter templates, the main contents include:

- Information of the Principal (Party A)

• Full name and title;
• Address of headquarters;
• Enterprise Registration Certificate number and licensing information.

- Information of the Authorized Party (Party B)

• Full name, date of birth, nationality;
• Identification document number (ID card/Citizen ID/Passport) and issuance details;
• Residential address.

- Scope and contents of authorization

Party B is authorized to execute enterprise registration tasks, including:

• Submitting dossiers and receiving results at the Business Registration Office;
• Having the right to sub-authorize or engage another entity to perform the work.

- Term of authorization

• The authorization remains effective until completion of procedures at the Department of Planning and Investment.

- Obligations of the Parties

• Party B must perform authorized tasks and report the results;
• The authorization is made voluntarily, without coercion;
• Both parties commit to complying with the agreed contents.

- Final provisions

• Both parties confirm that they fully understand their rights, obligations, and the legal consequences of the authorization.

3.1.2. The most important content and the reason

The section on Scope and Contents of Authorization is the most important because:

• It clearly defines the authorized tasks, preventing errors or actions beyond the permitted scope;
• It serves as the legal basis for the business registration authority to assess the dossier and verify the lawful authority of the dossier submitter;
• It protects the legitimate rights and interests of both parties and prevents disputes or abuse of authorization.

Clearly defining the scope of authorization ensures that the enterprise registration process is conducted efficiently, lawfully, and in compliance with regulations.

3.2. Is notarization mandatory for the authorization letter for enterprise establishment registration?

Pursuant to Clause 1 Article 12 of Decree No. 01/2021/ND-CP, as of 2024, the person competent to sign the enterprise registration application may authorize another organization or individual to implement enterprise registration procedures.

Where authorization is granted to an individual, the enterprise registration dossier must include a letter of authorization and a copy of the authorized person’s legal identification documents. Such an authorization letter is not required to be notarized or authenticated.

Accordingly, the person competent to register an enterprise may authorize another person to complete registration procedures without notarization of the authorization letter.

3.3. Is signature authentication required when authorizing enterprise establishment registration?

Pursuant to Article 12 of Decree No. 01/2021/ND-CP, the person competent to register an enterprise may authorize another organization or individual to implement the procedures.

• If authorization is granted to an individual, the dossier must include a letter of authorization and a copy of the authorized individual’s legal identification documents; notarization or authentication is not required.
• If authorization is granted to an organization, a service contract, a letter of introduction, and a copy of the legal identification documents of the individual performing the procedures are required.
• If authorization is granted to a public postal service provider, the postal employee must submit the application submission receipt taking confirmation from both parties.
• If authorization is granted to another postal service provider, regulations applicable to authorization to organizations apply.

In summary, enterprise registration may be authorized without requiring signature authentication on the authorization letter.

IV. Legal consulting services related to authorization for enterprise establishment registration

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