How old do you have to be to establish a business? in Vietnam

With the vibrant and integrated business market in Vietnam today, the ages to start a business are very rich and diverse. So at what age does an individual have enough legal capacity and behavioral capacity to establish a business? In this article, ANT Legal will give you specific answers related to age regulations for establishing a business.

Legal basis:
Law on Enterprises 2020
Civil Code 2015

1. Age of establishing a business

Clauses 1 and 2, Article 17 of the Law on Enterprises 2020 stipulate the right to establish a business as follows:

1. Organizations and individuals have the right to establish and manage businesses in Vietnam according to the provisions of this Law, except for the cases specified in Clause 2 of this Article.

2. The following organizations and individuals do not have the right to establish and manage businesses in Vietnam:

dd) Minors; people with limited civil act capacity; people who have lost their civil act capacity; people with difficulty in cognition and behavior control; organizations without legal status;

Accordingly, minors will not have the right to establish and manage businesses.

Pursuant to Clause 1, Article 21 of the 2015 Civil Code, a minor is a person under 18 years old.

Thus, the age of an individual to have the right to establish and manage an enterprise is from Be 18 years old.

In addition, Clause 3, Article 17 of the Law on Enterprises 2020 stipulates as follows:

3. Organizations and individuals have the right to contribute capital, buy shares, and purchase capital contributions to joint stock companies, limited liability companies, and partnerships according to the provisions of this Law, except for the following cases:

a) State agencies and units of the people’s armed forces using state assets to contribute capital to enterprises to gain private profits for their agencies and units;

b) Subjects not allowed to contribute capital into enterprises according to the provisions of the Law on Cadres and Civil Servants, the Law on Public Employees, and the Law on Prevention and Combat of Corruption.

In the case of capital contribution, stock purchase, or capital contribution to an enterprise, enterprise law does not limit the age of participation. Therefore, both adults and minors have the right to contribute capital to the company.

Thus, people under 18 years old do not have the right to establish or manage but do have the right to contribute capital to the company.

2. Can people under 18 years old inherit a business?

Inheriting a company can be understood as inheriting capital contributions, shares and/or management and administration of the company.

According to Clauses 2, 3, 4, Article 21 of the 2015 Civil Code, inheritance of capital contributions and shares of people under 18 years old will be through a representative, specifically:

2. Civil transactions of a person under six years old are established and performed by that person’s legal representative.

3. People from full six years old to under fifteen years old must have the consent of their legal representative when establishing and performing civil transactions, except for civil transactions serving daily living needs appropriate to their age.

4. People from full fifteen years old to under eighteen years old establish and perform civil transactions on their own, except for civil transactions related to real estate and movable property that must be registered and other civil transactions prescribed by law that must be approved by the legal representative.

For cases where the owner of a single-member limited liability company dies, according to Clause 3, Article 78 of the Law on Enterprises 2020, in case the company owner is an individual who dies, the heir according to the will or by law is the company owner or company member.

If the company owner has only one heir who is under 18 years old, then according to the provisions of enterprise law, this person cannot become the company owner.

Pursuant to Article 136 of the 2015 Civil Code, regulations on legal representation of individuals are as follows:

Father and mother to minor children.
Guardian for the ward.
The person appointed by the Court in case the representative specified in Clauses 1 and 2 of this Article cannot be identified.
In case the guardian is the legal representative of the heir under 18 years old, apply Article 52 of the 2015 Civil Code and the order is determined as follows:

A biological brother is the eldest brother or a biological sister is the eldest sister who is the guardian; If the eldest brother or sister is not qualified to be a guardian, the next biological brother or sister will be the guardian, unless there is an agreement that another biological brother or sister will be the guardian.
In case there is no guardian as prescribed above, the grandfather, grandmother, maternal grandfather, and grandmother are the guardians or these people agree to appoint one or more of them as the guardian.
In case there is no guardian as prescribed above, the paternal uncle, maternal uncle, maternal uncle, maternal aunt or maternal aunt will be the guardian.
These people will be the legal representatives of heirs under 18, replacing and representing them to become owners of the company until they are 18 years old.

Thus, to establish and manage a company, an individual must be 18 years old. If under 18 years old, individuals can contribute capital and buy company shares through a legal representative.