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What the charter is, and why it must not be drafted wrongly

The charter is a compulsory document in the file for forming a công ty TNHH một thành viên (a single-member limited liability company), under article 24 of Luật Doanh nghiệp 2020 (the Law on Enterprises). A file with no charter, or with a charter missing compulsory content, is sent back by the business registration authority, which lengthens the time to licence.

Since 1 July 2025 the authority receiving enterprise registration files locally is no longer Sở Kế hoạch và Đầu tư (the Department of Planning and Investment). That power has passed to the Phòng Doanh nghiệp và Kinh tế tập thể at Sở Tài chính tỉnh Gia Lai, at 181-183 Lê Hồng Phong, Phường Quy Nhơn, telephone 0256.3903666.

The compulsory content, chapter by chapter

Clause 2 of article 24 of Luật Doanh nghiệp 2020 lists the main items of a charter: name and head office; business lines; charter capital; the owner's details; rights and obligations; management structure; the legal representative; how decisions are adopted; pay of managers; profit distribution and treatment of losses; dissolution; how the charter is amended. The law sets no number of chapters; a common layout runs to eight:

Chapter I, general provisions: company name, legal form, head office address, business lines, legal representative, company seal.

Chapter II, charter capital: the total, the composition of the contributed assets (cash, foreign currency, gold, land use rights, intellectual property rights, other assets), the 90 day period for contributing it from the date the enterprise registration certificate is issued, and how the charter capital may be increased or reduced.

Chapter III, the company owner: the individual or corporate details of the owner, and the rights and obligations under articles 76 and 77 of Luật Doanh nghiệp 2020.

Chapter IV, the company's rights and obligations: freedom of enterprise, the right to raise capital, and the obligations to register the enterprise, pay tax and safeguard employees' interests.

Chapter V, organisation and management: the company chairman or members' council, the director or general director, and the powers of the legal representative under articles 12 and 13 of Luật Doanh nghiệp 2020.

Chapter VI, accounting and finance: the financial year (the calendar year or another financial year chosen by the company), and the regime for books and financial statements.

Chapter VII, reorganisation and dissolution: division, separation, consolidation, merger and conversion of form under articles 198 to 202 of Luật Doanh nghiệp 2020, and the dissolution procedure under article 208.

Chapter VIII, implementing provisions: the charter takes effect from the date the enterprise registration certificate is issued, the number of copies made, and where they are kept.

Common mistakes that get the file sent back

Stating the administrative area wrongly is the most common mistake at present. Since 1 July 2025 the province of Bình Định no longer exists as a separate administrative unit; the whole area has been merged into Gia Lai province, with its administrative centre in Quy Nhơn. The district level is likewise no longer an intermediate administrative unit: a company's head office address now has two levels only, commune or ward, and province.

Another mistake is leaving out compulsory information about the contributed assets, leaving the contribution deadline blank, or stating a deadline other than 90 days with no basis for it. Stating the wrong title for the legal representative, one that does not match the management model chosen (company chairman or members' council), also gets the file returned for correction.

Where to file the charter in Gia Lai

The file for forming a single-member limited liability company, including the charter, goes to the Phòng Doanh nghiệp và Kinh tế tập thể at Sở Tài chính tỉnh Gia Lai, 181-183 Lê Hồng Phong, Phường Quy Nhơn. The enterprise registration certificate is processed and issued within three working days from receipt of a complete and valid file.

The process

1. Gather the company details Settle the company name, the head office address (using the new commune or ward), the business lines, the charter capital and the owner's details.
2. Draft the charter with every compulsory item Make sure it contains everything required by article 24 of Luật Doanh nghiệp 2020, with the administrative areas as they now stand.
3. Sign the charter The charter bears the name and signature of the owner, if an individual, or of the legal representative of a corporate owner (point b of clause 3 of article 24 of Luật Doanh nghiệp 2020).
4. File the enterprise registration File with the Phòng Doanh nghiệp và Kinh tế tập thể at Sở Tài chính tỉnh Gia Lai, with the application, the charter and the identity documents.