How are the dossier, procedures, and formalities for business registration of social enterprises implemented?

This English version is translated from the Vietnamese original. In case of any discrepancy, the Vietnamese version prevails.

What criteria must a social enterprise meet to be registered?

According to the Law on Enterprises 2020 (59/2020/QH14), Article 10 – Criteria, Rights and Obligations of Social Enterprises, a social enterprise must simultaneously meet criteria regarding objectives for social and environmental activities; use at least 51% of the enterprise's annual net profit after tax for reinvestment to achieve the registered objectives; and maintain these conditions throughout its operational period. Additionally, a social enterprise has the right to mobilize and receive financial support from individuals and organizations both domestically and internationally to offset management and operational costs, but may not use such support for purposes other than addressing the registered social and environmental issues.

How are the documentation, procedures, and formalities for enterprise registration implemented for social enterprises when newly established?

According to Clause 1 Article 28 of Decree 168/2025/NĐ-CP on Enterprise Registration, the documentation for registering the establishment of a social enterprise shall be implemented in accordance with provisions corresponding to each type of enterprise. A mandatory distinctive requirement is that the documentation must be accompanied by a Commitment to Implement Social and Environmental Objectives, signed by the following parties:

• Private Enterprise: the proprietor of the private enterprise;
• General Partnership: the general partners;
• Limited Liability Company: members who are individuals; the legal representative or authorized representative for members who are organizations;
• Joint Stock Company: founding shareholders who are individuals; other shareholders who are individuals if they agree and wish to sign; the legal representative or authorized representative for founding shareholders or other shareholders who are organizations (if they agree).

"The provincial business registration authority shall post the Commitment to Implement Social and Environmental Objectives on the National Portal on Enterprise Registration when issuing the Certificate of Enterprise Registration to the enterprise." — Clause 1 Article 28 Decree 168/2025/NĐ-CP

What must an operating enterprise do to convert into a social enterprise?

According to Clause 2 Article 28 of Decree 168/2025/NĐ-CP, an enterprise converting into a social enterprise shall submit documentation to the provincial business registration authority where the enterprise has its head office. The documentation shall include:

1. Commitment to Implement Social and Environmental Objectives (in accordance with Clause 1 Article 28);
2. A copy or original of a resolution or decision by the competent internal authority (Board of Members, General Meeting of Shareholders, company proprietor depending on the business type) approving the content of the commitment.

The provincial business registration authority shall update the information and post the Commitment within 03 working days from the date of receiving the documentation.

Within what timeframe must a social enterprise notify of changes or termination of the Commitment content?

Clauses 3 and 4 Article 28 of Decree 168/2025/NĐ-CP provide clarity:

• Change to Commitment content: the social enterprise must send notification to the provincial business registration authority within 05 working days from the date of the decision to change. The notification must be accompanied by: (i) the amended and supplemented Commitment; (ii) the resolution or decision by the competent internal authority approving the content changes.
• Termination of Commitment: the enterprise must also send notification within 05 working days from the date of the decision to terminate, accompanied by the resolution or decision by the competent internal authority.

Upon receiving the notification, the provincial business registration authority shall update the information and post the amended and supplemented Commitment within 03 working days.

If a social protection facility, social fund, or charitable fund converts into a social enterprise, what documentation is distinctive?

Clause 7 Article 28 of Decree 168/2025/NĐ-CP provides that the registration for establishment of a social enterprise based on conversion from a social protection facility, social fund, or charitable fund shall be conducted at the provincial business registration authority where the social enterprise intends to have its head office. The documentation shall include documents according to Clause 1 Article 28 (excluding the Investment Registration Certificate), plus additionally:

• Written approval decision for conversion into a social enterprise issued by the competent authority that granted the establishment permit;
• Certificate of Registration for Establishment (for a social protection facility) or establishment permit and approval of fund statute (for social funds, charitable funds);
• A copy of the Tax Registration Certificate;
• A copy of the approval document from the Investment Registration Authority regarding capital contribution or share purchase by foreign investors (if applicable in accordance with the Law on Investment).

Within 02 working days from the date of issuing the Certificate of Enterprise Registration, the provincial business registration authority shall send a copy of the Certificate of Enterprise Registration and the original establishment permit/certificate to the competent authority to terminate the operations of the predecessor organization.

What are the distinctive rights and obligations of a social enterprise after registration?

According to Clause 2 Article 10 of the Law on Enterprises 2020 (59/2020/QH14), apart from common rights and obligations, social enterprises have noteworthy distinctive rights and obligations:

• Has the right to mobilize and receive financial support from individuals, enterprises, non-governmental organizations and other organizations both domestically and internationally to offset management and operational costs;
• May not use mobilized support funds for purposes other than offsetting costs to address the registered social and environmental issues;
• Must maintain operational objectives and conditions as regulated throughout its operational period;
• If receiving preferential treatment or support, the social enterprise must submit an annual periodic report to the competent authority on its operational status.

What support does A&D Law Firm provide to social enterprises?

Preparing documentation for social enterprise registration requires precision from drafting the Commitment to Implement Social and Environmental Objectives to subsequent conversion or update procedures. A&D Law Firm provides comprehensive legal consulting services for enterprises, assisting from the step of identifying criteria, preparing documentation, to monitoring procedures at the provincial business registration authority. Contact us to receive consulting tailored to your enterprise's specific situation.

This article is for informational reference only regarding legal matters and does not substitute for professional legal advice for specific cases. Please contact a lawyer for accurate and appropriate consultation based on your enterprise's actual circumstances.