DECREE No.78/2015/ND-CP
September 14, 2015
ENTERPRISE REGISTRATION
Pursuant to the Law on
Government organization dated December 25, 2001;
Pursuant to Law on
Enterprises dated November 26, 2014;
Pursuant to Law on
Investment dated November 26, 2014;
Pursuant the Law on
Tax administration dated November 29, 2006;
Pursuant the Law on
the amendments to the Law on Tax administration dated November 20, 2012;
Pursuant to the Law on
Credit institutions dated June 16, 2010;
At the request of the
Minister of Planning and Investment,
The Government
promulgates a Decree on enterprise registration.
Chapter I. GENERAL PROVISIONS
Article 1. Scope
This Decree deals with
necessary documents and procedures for registration of enterprises and business
households; business registration authorities
Article 2. Regulated
entities
This Decree applies
to:
1. Vietnamese, foreign
organizations and individuals (hereinafter referred to as entities) applying
for enterprise registration under Vietnam’s law;
2. Individuals, groups
of individuals, and households applying for registration of business households
under this Decree;
3. Business
registration authorities;
4. Tax authorities;
5. Other entities
involved in enterprise registration.
Article 3.
Interpretation of terms
In this Decree, the
terms below are construed as follows:
1. Enterprise
registration means the enterprise’s founder registering information about the
enterprise to be established; an enterprise registering changes or intended
changes in information about enterprise registration with the business
registration authority, which is retained in National Enterprise Registration
Database. Enterprise registration includes registration of enterprise
establishment, registration of changes of enterprise registration information,
and other obligation to register, notify under this Decree.
2. National Enterprise
Registration Information System means the system of dedicated information
about enterprise registration established and operated by the Ministry of
Planning and Investment in cooperation with other agencies to send, receive,
store, display, or perform other tasks serving enterprise registration.
3. National Business
Registration Portal is an electronic information portal for entities to apply
for enterprise registration online, access information about enterprise
registration, publish enterprise registration information, and for business
registration authorities to issue certificates of enterprise registration.
4. National Enterprise
Registration Database is the collection of data about enterprise registration
nationwide. Information in the application for enterprise registration and
legal status of the enterprise stored in National Enterprise Registration
Database are considered original information about the enterprise.
5. Online enterprise
registration means the enterprise’s founder or the enterprise applying for
enterprise registration via National Business Registration Portal.
6. Online application
for enterprise registration means the application for enterprise registration
submitted via National Business Registration Portal which consists of the same
documents as those of the paper application that are converted into digital
formats. An online application for enterprise registration is as valid as a
paper one.
7. Electronic document
means electronic data created online or scanned from a paper document in the
.doc or .pdf format, which contains the exact and complete information on the
paper document.
8. Public digital
signature means a form of electronic signature prescribed by regulations of law
on digital signature and authentication of digital signature.
9. Business
registration accounts are accounts created by National Enterprise Registration
Information System for organizations and individuals to apply for enterprise
registration online. Business registration accounts are used for authentication
of online application for enterprise registration in case the enterprise’s
founder or the enterprise does not use a public digital signature.
10. Legitimate copies
of documents in the application for enterprise registration are copies taken
from the master register or copies authenticated by a competent authority, or
copies that have been compared to the originals.
11. Document
digitalization means scanning information on papers and converting them into
electronic documents.
12. Data
standardization means reviewing, comparing, and adjusting information about
enterprise registration and status of enterprises in National Enterprise
Registration Database.
Article 4. Rules for
enterprise registration
1. The enterprise’s
founder or the enterprise shall complete the application for enterprise
registration and take legal responsibility for the legitimacy, truthfulness,
and accuracy of information therein. If an enterprise has multiple legal representatives,
their signatures in the application for enterprise registration have the same
value.
2. The business
registration authority is responsible for the legitimacy of the application for
enterprise registration, not violations against the law committed by the
enterprise and the enterprise’s founder.
3. The business
registration authority does not have the responsibility to settle disputes
between members, shareholders of the company or between the enterprise with
other entities.
Article 5. The right
to establish enterprises and obligation to apply for enterprise registration of
the enterprise’s founder
1. Establishing
enterprises is the right of every individual and organization. This right is
protected by the State.
2. The enterprise’s
founder or the enterprise has the obligation to apply for enterprise
registration in accordance with this Decree and relevant legislative documents.
3. Business
registration authorities and other agencies are prohibited to harass applicants
while receiving and processing applications for enterprise registration.
4. Ministries,
ministerial agencies, the People’s Councils and the People’s Committees are not
permitted to promulgate their own regulations on enterprise registrations.
Regulations on enterprise registration promulgated by Ministries, ministerial
agencies, the People’s Councils and the People’s Committees against this Clause
shall be annulled from the effective date of this Decree.
Article 6. Application
form for enterprise registration and certificate of enterprise registration
1. Templates of the
application form for enterprise registration and certificate of enterprise
registration promulgated by the Ministry of Planning and Investment are used
nationwide.
2. Certificates of
enterprise registration are issued to enterprises established and operated
under the Law on Enterprises. Contents of the certificate of enterprise
registration are specified in Article 29 of Law on Enterprises and written
according to information in the application for enterprise registration.
The certificate of enterprise registration is also the tax registration
certificate of the enterprise. The certificate of enterprise registration
is not a business license.
3. In case the content
of a certificate of enterprise registration, certificate of
branch/representative office registration, or certificate of registration of
business location in the form of electronic data in the National Enterprise
Registration Database is at the same time different from that of the paper
certificate, the one on which information is consistent with information in the
application for enterprise registration shall prevail.
Article 7. Writing
business lines
1. When registering
establishment of an enterprise, notifying changes of business lines, or
applying for the certificate of enterprise registration, the enterprise’s
founder or the enterprise shall select the level 4 business lines in Vietnam’s
system of business lines and write them on the application for enterprise
registration, notification of changes of enterprise registration, or
application for the certificate of enterprise registration. The business
registration authority shall provide instruction, compare information, and
enter the enterprise’s business lines in National Enterprise Registration
Database.
2. Specific level 4
business lines will be specified in a Decision of the Minister of Planning and
Investment.
3. Conditional
business lines prescribed in other legislative documents shall be written as
prescribed therein.
4. Business lines that
are not mentioned in Vietnam’s system of business lines but prescribed in other
legislative documents shall be written as prescribed therein.
5. Business lines that
are not mentioned in Vietnam’s system of business lines and also not in other
legislative documents, the business registration authority shall consider
adding them to National Enterprise Registration Database if they are not
prohibited, then request the Ministry of Planning and Investment (General
Statistics Office) to consider adding new business lines.
6. In case an
enterprise wishes to register more detailed business lines than level 4, it
shall select a level 4 business line in Vietnam’s system of business lines,
then specify the enterprise's business lines right under the level 4 line,
provided the detailed lines are appropriate for the level 4 line.
7. Business lines
prescribed in Clause 3 and Clause 4 of this Article shall be written in
accordance with Clause 6 of this Article, which means detailed business lines
must be written under the business lines prescribed by relevant legislative
documents.
8. Enterprises are
entitled to engage in conditional business lines if they satisfy all conditions
and are able to maintain fulfillment of such conditions throughout their
operation. Specialized agencies are responsible for management of conditional
business lines and inspection of enterprises’ fulfillment of conditions.
9. When a business
registration authority receives a notification from a competent authority that
an enterprise is engaging in conditional business lines without satisfying all
conditions, the business registration authority shall request the enterprise to
stop engaging in such conditional business lines. If the enterprise fails
comply with the request, the business registration authority shall request the
enterprise to report as prescribed in Point c Clause 1 Article 209 of Law on
Enterprises. If the enterprise fails to report, the business registration
authority shall revoke the certificate of enterprise registration as prescribed
in Point d Clause 1 Article 211 of Law on Enterprises.
Article 8. Enterprise
ID number, ID numbers of affiliates of enterprises and business locations
1. Each enterprise is
issued with a single enterprise ID number. This number is also the enterprise’s
taxpayer identification number (TIN).
2. The enterprise ID
number exists throughout its operation and shall not be issued to any other
organization or individual. When an enterprise ceases to operate, the
enterprise ID number will be invalidated.
3. Enterprise ID numbers
are created, sent, and received automatically by National Enterprise
Registration Information System, tax registration information system, and
written on certificates of enterprise registration.
4. Regulatory agencies
shall uniformly use enterprise ID number to manage and exchange information
about enterprises.
5. ID numbers of an
enterprise’s affiliates are issued to the enterprise’s branches and
representative offices.
6. ID number of a
business location is a series of 5 digits from 00001 to 99999. This number is
not TIN of the business location.
7. In case the TIN of
the enterprise, branch, or representative office is invalidated because of tax
offences, it must not be used in business transactions from the day on which
the TIN invalidation is announced by the tax authority.
8. With regard to
branches and representative offices that are established before the effective
date of this Decree but have not had their own ID numbers, the enterprise shall
contact the tax authority to be issued with a 13-digit TIN, then change the
registration information at the Business Registration Office as prescribed.
9. Enterprise ID
numbers of enterprises established and operated under investment license or
certificate of investment (also the Certificate of Business Registration) are
their TINs.
Article 9. Quantity of
application for enterprise registration
1. Each enterprise or
its founder shall submit 01 application for enterprise registration.
2. The business
registration authority must not request the enterprise or its founder to submit
more applications or documents other than those in the application for
enterprise registration as prescribed.
Article 10. Personal
identification numbers in the application for enterprise registration
1. Vietnamese citizen:
unexpired ID card or Vietnamese passport
2. Foreigner:
unexpired foreign passport or an equivalent document.
Article 11.
Authorization of enterprise registration
In case the enterprise
or its founder authorizes another organization or individual to follow
enterprise registration procedures, the authorized person must submit one of
the personal identification papers in Article 10 of this Article together with:
1. A legitimate copy
of the service contract between the enterprise or its founder and the
enterprise registration agent, and a letter of introduction; or
2. The letter of
attorney as prescribed by law.
Article 12. Granting
enterprise registration under contingency procedures
1. Granting enterprise
registration under contingency procedures means granting enterprise registration
without using National Enterprise Registration Information System .
2. Business
registration authority and tax authority shall cooperate in enterprise
registration under contingency procedures according to the for paper document
circulation.
3. Depending on the
expected time of recovery of National Enterprise Registration Information
System , except for force majeure events, the Ministry of Planning and
Investment shall make a prior notice of time for business registration
authorities to grant enterprise registration under contingency procedures.
4. Within 15 working
days from the end of contingency procedures for enterprise registration,
business registration authorities must update new information on National
Enterprise Registration Database.
Chapter II. DUTIES AND ENTITLEMENTS OF BUSINESS
REGISTRATION AUTHORITIES
Article 13. Business
registration authorities
1. Each province and
central-affiliated city (hereinafter referred to as province) and district,
provincial town, provincial city (hereinafter referred to as district) has a
business registration authority. To be specific:
a) The business
registration authority of each province is the Business Registration Office
which is affiliated to the Department of Planning and Investment of the
province.
Each Business
Registration Office may open branches within the provinces to receive
applications and return results.
One or two more
Business Registration Offices may be open in Hanoi and Ho Chi Minh City. The
establishment of additional Business Registration Offices is decided by the
People’s Committees of Hanoi and Ho Chi Minh City after consulting with the
Ministry of Planning and Investment.
b) The business
registration authority of each district is the Finance – Planning Department of
the People’s Committee of the district which is in charge of business household
registration according to Article 15 of this Decree (hereinafter referred to as
business registration authority of the district).
2. Each business
registration authority has its own account and seal.
Article 14. Duties and
entitlements of Business Registration Offices
1. Directly receive
applications for enterprise registration, examine their validity, issue or
reject issuance of certificates of enterprise registration.
2. Cooperate in
developing, managing, operating National Enterprise Registration Information
System ; carry out data standardization, update local enterprise registration
data on National Enterprise Registration Database.
3. Provide information
about enterprise registration on National Enterprise Registration Database
within the province to the People’s Committee, Department of Taxation of the
province, relevant agencies and entities as prescribed by law.
4. Request enterprises
to report their observance of Law on Enterprises according to Point Clause 1
Article 209 of Law on Enterprises.
5. Carry out
inspections or request competent authorities to carry out inspections at
enterprises according to information in applications for enterprise
registration; provide instructions for business registration authorities of
districts on necessary documents and procedures for business household
registration; provide instructions for enterprises and enterprises’ founders on
necessary documents and procedures for enterprise registration.
6. Request enterprise
to suspend conditional business lines according to Clause 9 Article 8 of this
Decree.
7. Revoke certificates
of enterprise registration in the cases mentioned in Clause 1 Article 62 of
this Decree.
8. Grant other
registrations as prescribed by law.
Article 15. Duties and
entitlements of business registration authorities of districts
1. Directly receive
applications for business household registration, examine their validity, issue
or reject issuance of certificates of business household registration.
2. Cooperate in
developing, managing, operating the system of information about business
households in the district; submit periodic reports to the People’s Committees
of the district, Business Registration Office, and tax authority of the district
on registration of business households in the district.
3. Carry out
inspections or request competent authorities to carry out inspections at
business households according to information in applications for business
household registration;; provide instructions for business households on
necessary documents and procedures for business household registration.
4. Request business
households to report their business performance where necessary;
5. Request business
households to stop engaging in conditional business lines if they fail to
satisfy all conditions.
6. Revoke the
certificates of business household registration in the cases mentioned in
Clause 1 Article 78 of this Decree.
7. Grant other
registrations as prescribed by law.
Article 16. State’s
management of enterprise registration
1. The Ministry of
Planning and Investment shall:
a)
Promulgate or request competent authorities to promulgate legislative documents
on enterprise registration and business household registration; provide
instructions on reporting serving enterprise registration, business household
registration, and online enterprise registration.
b) Provide instruction
and training in enterprise registration for enterprise registration officials
and any organization or individual in demand; supervise the enterprise
registration process.
c) Publish enterprise
registration contents; provide information about enterprise registration, legal
status, and financial statements of enterprises on National Enterprise
Registration Database for relevant agencies of the Government and any
organization or individual in demand;
d) Instruct Business
Registration Offices to standardize data, update local enterprise registration
data on National Enterprise Registration Database;
dd) Organize the
development and management of National Enterprise Registration Information
System ; provide instructions on building up local funds for operation of
National Enterprise Registration Information System ;
e) Take charge and
cooperate with the Ministry of Finance in the connection between National
Enterprise Registration Information System and tax registration
information system;
g) Publish enterprise
information publications where information about enterprise registration,
establishment of branches and representative offices of enterprises nationwide
are posted.
h) Engage in
international cooperation in enterprise registration.
2. The Ministry of
Finance shall:
a) Cooperate with the
Ministry of Planning and Investment in connecting National Enterprise
Registration Information System and tax registration information system
in order to issue enterprise ID numbers, ID numbers of enterprises’ affiliates
and business locations serving enterprise registration and exchange of
information about enterprises;
b) Take charge and
cooperate with the Ministry of Planning and Investment in providing
instructions on collection, transfer, management, and use of fees and charges
for enterprise registration, business household registration, registration of
branches, representative offices, and business locations; fees for provision of
information and enterprise registration information.
3. The Ministry of
Public Security shall take charge and cooperate with relevant Ministries and
agencies in providing instruction on detecting false information in application
for enterprise registration.
4. Ministries,
ministerial agencies, Governmental agencies, within the ambit of their
competence, have the responsibility to provide instruction on regulations of
law on business condition; carry out inspections and impose penalties for
failure to satisfy business conditions; review and post the list of conditional
business lines and business conditions on their websites; send them to the
Ministry of Planning and Investment for posting on National Business Registration
Portal.
5.
The People’s Committees of provinces shall provide adequate human resources,
funding, and other resources for business registration authorities to perform
their duties and entitlements prescribed by this Decree.
Chapter III. REGISTRATION OF ENTERPRISE’S NAME
Article 17. Used names
and confusing names
1. The enterprise or
its founder must not use a name that is already used by another enterprise or
easily confused with another enterprise’s name that is already registered on
National Enterprise Registration Database; except for the names of enterprises
that have been dissolved or declared bankrupt by the court.
2. A name is
considered confusing in the following cases:
a) The cases
prescribed in Clause 2 Article 42 of the Law on Enterprises;
b) The enterprise’s
proper name is the same as another enterprise's name that has been registered.
3. The enterprise’s
name in a foreign language must not coincide with another enterprise's foreign
name that has been registered. The enterprise’s abbreviated name must not
coincide with another enterprise's abbreviated name that has been registered.
Regulations on avoidance of name coincidence are applied nationwide, except for
the names of enterprises that have been dissolved or declared bankrupt by the
court.
4. Enterprises
operating under their investment licenses or certificate of investments (also
the certificate of business registration) whose name are the same as or
confused with other enterprises’ names on National Enterprise Registration
Database are not required to change their names.
5. Enterprises whose
names coincide or are confused with each other are recommended to negotiate
about changing their names or adding geographical areas to their names as a
distinguishing element.
Article 18. Other
issues about naming enterprises
1. An enterprise’s
name consists of two elements:
a) The enterprise’s
type of business entity;
b) The enterprise’s
proper name.
2. Before registering
a name, the enterprise must check National Enterprise Registration Database for
registered names.
3. Business
Registration Offices are entitled to accept or reject enterprises’ selected
names as prescribed by law. The decision given by the Business Registration
Office is final.
4. Enterprises
operating under their investment licenses or certificate of investments (also
the certificate of business registration) may keep using their registered names
and are not required to change their names.
Article 19.
Enterprises’ names violating industrial property rights
1. It is prohibited to
use a protected trade name, brand name, or geographical indication of an
organization or individual as part of an enterprise’s proper name unless it is
accepted by the owner of such protected trade name, brand name, or geographical
indication. Before registering a name, the enterprise or its founder may check
the database of industrial property authorities for registered brand names and
geographical indications.
2. Regulations of law
on intellectual property are the basis for identification of enterprises’ names
that violate industrial property rights.
Enterprises are
legally responsible if their names violate industrial property rights. Every enterprise whose name violates industrial
property rights must change its name.
3. Every holder of
industrial property rights is entitled to request Business Registration Office
to request the enterprise whose name violates industrial property rights to
change its name. The holder of industrial property rights has the obligation to
provide Business Registration Office with necessary documents prescribed in
Clause 4 of this Article.
4. The Business
Registration Office shall request the violating enterprise to change its name
when receiving the notification from the holder of industrial property rights.
Documents to be enclosed with the notification of the holder of industrial
property rights:
a) A legitimate copy
of the conclusion given by a competent authority that the enterprise’s name
violates industrial property rights;
b) A legitimate copy
of the certificate of registration of brand name or geographical indication; an
extract of the national register of brand names and geographical indications
protected by industrial property authority; a legitimate copy of the
certificate of registration of international brand name protected in Vietnam
issued by a industrial property authority.
5. Within 10 working
days from the receipt of adequate documents prescribed in Clause 4 of this
Article, Business Registration Office shall request the enterprise whose name
violates industrial property rights to change its name within 02 months from
the date of request. If such enterprise fails to change its name as requested
by the aforementioned deadline, Business Registration Office shall notify a
competent authority.
6. In case the
notified authority issue a decision to impose an administrative penalty which
requests the enterprise to change its name or remove violating elements from
its name, if the violating enterprise still fails to comply with such request
by the prescribed deadline, Business Registration Office shall request the
enterprise to provide explanation as prescribed in Point c Clause 1 Article 209
of the Law on Enterprises. If the enterprise fails to provide explanation,
Business Registration Office shall revoke the certificate of enterprise
registration as prescribed in Point d Clause 1 Article 211 of the Law on
Enterprises.
7. The Ministry of
Planning and Investment and the Ministry of Science and Technology shall
provide detailed guidance on this Article.
Article 20. Names of
branches, representative offices, business locations
1. Names of branches,
representative offices, business locations shall comply with Article 41 of the
Law on Enterprises.
2. Apart from the
Vietnamese name, the enterprise’s branch, representative office, or business
location may register a foreign name and abbreviated name.
3. The phrase “công
ty” and “doanh nghiệp” must not be used as part of the proper name of the
enterprise’s branch, representative office, or business location.
4. When a state-owned
enterprise is converted into a financially dependent unit after restructuring,
its existing name before restructuring may be retained.
Chapter IV. DOCUMENTS AND PROCEDURES FOR REGISTRATON OF
ENTERPRISES, BRANCHES, REPRESENTATIVE OFFICES, AND BUSINESS LOCATIONS
Article 21.
Application for registration of private enterprises
1. Application form
for enterprise registration
2. Legitimate copy of
one of the private enterprise’s owner ID papers prescribed in Article 10 of
this Decree (hereinafter referred to as ID papers).
Article 22.
Application for registration of multi-member limited liability companies,
joint-stock companies, and partnerships
1. Application form
for enterprise registration
2. The company’s
charter.
3. List of members of
the multi-member limited liability company or partnership; list of founding
shareholders and foreign shareholders of the joint-stock company. List of
authorized representatives of foreign shareholders being organizations.
4. Legitimate copies
of:
a) ID paper if the
founder is an individual;
b) The decision on
establishment or certificate of enterprise registration or an equivalent
document, ID paper of the authorized representative and the letter of attorney
if the founder is an organization;
c) The certificate of
investment registration if the enterprise is founded or co-founded by foreign
investors or foreign-invested business organizations according to the Law on
Investment and its instructional documents.
Article 23.
Application for registration of single-member limited liability company
1. Application form
for enterprise registration
2. The company’s charter.
3. A legitimate copy
of one of the authorized representative’s ID papers prescribed in Article 10 of
this Decree if the single-member limited liability company is operated under
Point a Clause 1 Article 78 of the Law on Enterprises.
A list of authorized
representatives and legitimate copies of ID papers of each authorized
representative if the single-member limited liability company is operated under
Point b Clause 1 Article 78 of the Law on Enterprises.
4. Legitimate copies
of:
a) ID paper of the
company’s owner if the company is owned by is an individual;
b) The decision on
establishment or certificate of enterprise registration or an equivalent
document, the Charter or an equivalent document of the company’s owner if the
company’s owner is an organization (except for the State);
c) The certificate of
investment registration if the enterprise is founded by foreign investors or
foreign-invested business organizations according to the Law on Investment and
its instructional documents.
5. The letter of attorney
if the company is owned by an organization.
Article 24.
Application for registration of companies established after a full/partial
division, consolidation, merger
1. In case of full
division of a limited liability company or joint-stock company, apart from the
documents mentioned in Article 22 and Article 23 of this Decree, the
applications for enterprise registration of new companies must include the
resolution on full division of company according to Article 192 of the Law on
Enterprises, a legitimate copy of the minutes of meeting on company division of
the Board of members if the company is a multi-member limited liability
company, of the General meeting of shareholders if the company is a joint-stock
company, and a legitimate copy of the certificate of enterprise registration or
an equivalent document of the divided company.
2. In case of partial
division of a limited liability company or joint-stock company, apart from the
documents mentioned in Article 22 and Article 23 of this Decree, the application
for enterprise registration of transferee company must include the resolution
on partial division of company according to Article 193 of the Law on
Enterprises, a legitimate copy of the minutes of meeting on partial division of
company of the Board of members if the company is a multi-member limited
liability company, of the General meeting of shareholders if the company is a
joint-stock company, and a legitimate copy of the certificate of enterprise
registration or an equivalent document of the (divided company) transferor
company.
3. In case of
consolidation of several companies into a new company, apart from the documents
mentioned in Article 22 and Article 23 of this Decree, the application for
enterprise registration of consolidated company must include documents
prescribed in Article 194 of the Law on Enterprises and a legitimate copy of
the certificate of enterprise registration or an equivalent document of the
consolidating companies.
4. In case of merger
of one or some companies into another company, apart from the documents
mentioned Chapter VI of this Decree, the application for enterprise
registration of acquirer company must include documents prescribed in Article
195 of the Law on Enterprises and legitimate copies of certificates of enterprise
registration or equivalent documents of the acquirer companies and acquired
companies.
Article 25.
Application for enterprise registration in case of conversion
1. In case of
conversion of a single member limited company into a multi-member limited liability
company, the application for registration of conversion consists of:
a) Application form
for enterprise registration;
b) Charter of the
converted company according to Article 25 of the Law on Enterprises;
c) A list of members
and legitimate copies of ID papers of the company’s members that are
individuals and legitimates copies of certificate of enterprise registration or
equivalent documents of the company’s members being organizations.
d) Transfer contract
or documents proving completion of the transfer; or giveaway contract in case
the company’s owner gives away part of charter capital to another individual or
organization; the decision of the company’s owner on raising more capital (if
any).
2. In case of
conversion of a multi-member limited liability company into a single member
limited company, the application for registration of conversion consists of:
a) Application form
for enterprise registration;
b) Charter of the
converted company according to Article 25 of the Law on Enterprises;
c) Legitimate copy of
ID paper of the company’s owner if the company is owned by an individual, or
legitimate copy of the decision on establishment or certificate of enterprise
registration or equivalent documents of the company if the company is owned by
a organization;
d) Legitimate copy of
ID paper of the authorized representative if the single-member limited
liability company is operated under Point a Clause 1 Article 78 of the Law on
Enterprises.
A list of authorized
representatives and legitimate copies of ID papers of each authorized
representative if the single-member limited liability company is operated under
Point b Clause 1 Article 78 of the Law on Enterprises.
The letter of attorney
if the company is owned by an organization.
dd) The contract to
transfer stakes in the company or documents proving completion of the transfer;
e) A decision and
legitimate copy of the minutes of meeting of the Board of members of the
multi-member limited liability company on conversion of the company.
3. In
case of conversion of a private enterprise into a limited liability company,
the application for registration of conversion consists of:
a) Application form
for enterprise registration;
b) Charter of the
converted company according to Article 25 of the Law on Enterprises;
c) A list of creditors
and unpaid debts, including tax debts, and deadlines for paying them; list of
current employees; list of unfinished contracts;
d) A list of members
as prescribed in Article 26 of the Law on Enterprises in case of conversion
into a multi-member limited liability company; legitimate copies of ID papers
of the company’s members that are individuals and legitimates copies of
certificate of enterprise registration or equivalent documents of the company’s
members being organizations.
dd) A written
commitment of the private enterprise’s owner to take personal responsibility
with all of his property for every unpaid debt of the private enterprise and to
pay the debts when they are due;
e) A decision and
legitimate copy of the minutes of meeting of the Board of members of the
multi-member limited liability company on conversion of the company.
a) A
written commitment of the private enterprise’s owner or agreement between the
private enterprise’s owner and other capital contributors on keep using current
employees of the private enterprise.
4. In case of
conversion of a limited liability company into a joint-stock company and vice
versa, the application for registration of conversion consists of:
a) Application form
for enterprise registration;
b) Charter of the
converted company according to Article 25 of the Law on Enterprises;
c) A decision of the
company’s owner or a decision and legitimate copy of the minutes of meeting of
the Board of members or the General Meeting of Shareholders on conversion of
the company;
d) A list of members
or a list of founding shareholders, foreign shareholders, and legitimate copies
of the documents prescribed in Clause 4 Article 22 and Clause 4 Article 23 of
the Law on Enterprises;
dd) The contract for
stake transfer or documents proving completion of the transfer or agreement on
capital contribution.
5. Conversion of a
company in case of inheritance shall comply with regulations on conversion of
corresponding type of company. In this case, the transfer contract or documents
proving completion of the transfer shall be replaced with documents certifying
the lawful right of inheritance.
Article 26. Documents
and procedures for registration of credit institutions
1. Documents and
procedures for registration of credit institutions, their affiliates,
notification of establishment of business locations of credit institutions
shall comply with this Decree and vary according to the type of business; the
application must include a legitimate copy of the license or written approval
issued by the State bank of Vietnam.
2. In case the State
bank of Vietnam appoints the representative of a credit institution under
special control, the application for registration of replacement of
representative shall comply with Article 43 of this Decree. The decision of the
owner (if the company is a the single-member limited liability company), the
decision and legitimate copy of the minutes of meeting of the Board of members
(if the company is a multi-member limited liability company), the decision and
legitimate copy of the minutes of meeting of the General meeting of
shareholders or the Board of Directors (if the company is a joint-stock
company) shall be replaced with a legitimate copy of the decision on
appointment of the credit institution’s representative by the State bank of
Vietnam.
3. In case the State
bank of Vietnam directly contributes capital or buy shares, or appoints another
credit institution to contribute capitals of buy shares of a credit institution
under special control, the application for change of enterprise registration
information shall comply with relevant regulations of this Decree. The decision
of the owner (if the company is a the single-member limited liability company),
the decision and legitimate copy of the minutes of meeting of the Board of
members (if the company is a multi-member limited liability company), the
decision and legitimate copy of the minutes of meeting of the General meeting
of shareholders or the Board of Directors (if the company is a joint-stock company),
the transfer contract or documents proving completion of the transfer shall be
replaced with a legitimate copy of the decision of the State bank of Vietnam.
Article 27. Receiving
and processing applications for enterprise registration
1. The enterprise, its
founder or authorized representative shall submit applications at Business
Registration Office of the province where the enterprise’s headquarters is
situated.
2. Applications for
enterprise registration shall be received and updated on National Enterprise
Registration Information System when:
a) It contains
adequate documents as prescribed in this Decree;
b) The enterprise’s
name has been written on the application form for enterprise registration or
change of enterprise registration information or notification of change of
enterprise registration information;
c) There is an address
of the person who submits the application for enterprise registration;
d) Fees and charges
for enterprise registration are fully paid.
3. After receiving an
application for enterprise registration, Business Registration Office shall
give a confirmation slip to the person who submits the application.
4. After giving the
confirmation slip, Business Registration Office shall enter information in the
application for enterprise registration into National Enterprise Registration
Information System and check the legitimacy of the application and
documents contained therein.
Article
28. Time limit for issuing certificate of enterprise registration and
confirmation of change of enterprise registration information
1. Business
Registration Office shall issue the certificate of enterprise registration and
confirmation of change of enterprise registration information within 03 working
days from the receipt of the satisfactory application.
2. If the application
is not satisfactory, Business Registration Office shall inform the applicant of
necessary revisions and supplementation within 03 working days from the receipt
of the application. Business Registration Office must include every necessary
revision and supplementation to the application in a notification.
3. After the
aforementioned deadline, if the certificate of enterprise registration or
certificate of change of enterprise registration information is not issued or
enterprise registration information on National Enterprise Registration
Database is not changed, or no notification of necessary revisions and
supplementation to the application for enterprise registration is received, the
enterprise or its founder is entitled to lodge a complaint as prescribed by
regulations of law on complaints and denunciation.
Article 29. Issuance
of certificate of enterprise registration
1. Every enterprise
shall be issued with the certificate of enterprise registration when all of the
conditions in Clause 1 Article 28 of the Law on Enterprises are satisfied.
2. Every enterprise
may receive the certificate of enterprise registration directly at Business
Registration Office or pay a charge to receive it by post.
3. Information on the
certificate of enterprise registration is effective from its issuance date. The
enterprise is entitled to do business from the issuance date of the certificate
of enterprise registration, except for conditional business lines.
4. The enterprise is
entitled to request Business Registration Office to provide copies of the
certificate of enterprise registration and pay fees for them.
Article 30.
Standardization and update of enterprise registration data
1. In case information
about enterprise registration on the certificate of enterprise registration or
confirmation of change of enterprise registration information is not consistent
with that on the application for enterprise registration, Business Registration
Office shall make a notice and rectify information or instruct the enterprise
to do so.
2. In case information
about enterprise registration on National Enterprise Registration Database is
inadequate or inaccurate compared to the certificate of enterprise registration
or the paper application for enterprise registration because of data transfer
process, Business Registration Office shall update information or instruct the
enterprise to do so.
3. The enterprise has
the responsibility to update information about its phone number and email when
changing enterprise registration information.
4. Standardization of
data, digitalization of documents, update and transfer of enterprise
registration data of applications for enterprise registration submitted before
the effective date of this Decree shall be carried on according to annual plans
of Business Registration Offices.
5. The Ministry of
Planning and Investment shall provide detailed guidance on this Article.
Article 31. Provision
of enterprise registration information
1. Within 05 working
days from the issuance date of the certificate of enterprise registration or
changes of enterprise registration information, Business Registration Office
shall send information about enterprise registration or changes of enterprise
registration information to the tax authority, statistical agency, employment
authority, and social insurance authority. The authorities using enterprise
registration information sent by Business Registration Office must not request
enterprises to provide information that is already sent by Business
Registration Office.
2. Business
Registration Office shall send a monthly list of enterprises registered in the
previous month, including their information, to relevant regulatory bodies and
the People’s Committee of the district where the enterprise’s headquarters is
situated.
3. The provision and
exchange of enterprise registration information between business registration
authority and other regulatory authorities shall be done in the form of paper
or electronic documents.
4. Other organizations
and individuals may pay fees to obtain information about enterprise
registration, legal status, and financial statements of enterprises via
National Business Registration Portal or at Business Registration Office or the
Ministry of Planning and Investment.
Article 32. Fees and
charges for enterprise registration
1. The enterprise or
its founder must pay fees and charges for enterprise registration when
submitting the application for enterprise registration. Fees and charges for
enterprise registration may be submitted directly at Business Registration
Office or transferred to its account using electronic payment services. Fees
and charges for enterprise registration shall not be refunded if the enterprise
is not issued with the certificate of enterprise registration.
2. Online payment of
fees and charges is supported on National Business Registration Portal. Fees
for electronic payment services must not be included in fees and charges for
enterprise registration, fees for provision of enterprise registration
information, and fees for publishing of enterprise registration information.
3. In case errors
occur during the process of electronic payment services, the payer shall
contact the payment service provider.
4. The Ministry of
Finance shall take charge and cooperate with the Ministry of Planning and
Investment in providing guidance on collection, management, and use of fees for
registration of enterprises and business households, fees for provision of
enterprise registration information, and fees for publishing enterprise
registration information to defray the costs of business registration
authorities.
Article 33.
Registration of branches, representative offices; notification of establishment
of business locations
1. Application for
registration of branch/representative office:
When registering a
branch/representative office, the enterprise must send the notification of
establishment of the branch/representative office to Business Registration
Office of the province where the branch/representative office is situated. The
notification shall contain:
a) The enterprise ID
number;
b) Name and address of
the enterprise’s headquarters;
c) Name of the
branch/representative office to be established;
d) Address of the
branch/representative office;
dd) Scope of operation
of the branch/representative office;
e) Tax registration
information;
g) Full name,
residence, ID number/passport number or number of another ID paper of the head
of the branch/representative office;
h) Full name and
signature of the legal representative of the enterprise.
The notification must
be enclosed with:
- The decision and
legitimate copy of the minutes of meeting of the Board of members (if the
company is a multi-member limited liability company), of the company’s owner or
the Board of members or the company's president owner (if the company is a the
single-member limited liability company), of the Board of Directors (if the
company is a joint-stock company), or general partner (if the company is a
partnership) on establishment of the branch/representative office;
- A legitimate copy of
the decision to appoint the head of the branch/representative office;
- Legitimate copy of
the ID paper of the head of the branch/representative office.
2. Notification of
establishment of business location:
The business location
of an enterprise may be located outside its headquarters. An enterprise may
only establish its business locations within the province in which its
headquarters or branches are located. Within 10 working days from the date of
establishment of business location, the enterprise shall send a notification to
Business Registration Office. The notification shall contain:
a) The enterprise ID
number;
b) Name and address of
the enterprise’s headquarters or branch (if the business location is located in
a province where the enterprise’s branch is located);
c) Name and address of
the business location;
dd) Business lines of
the business location;
dd) Full name,
residence, ID number/passport number or number of another ID paper of the head
of the business location;
e) Full name, signature
of the legal representative of the enterprise if the business location is
affiliated to the enterprise; full name, signature of the head of the branch if
the business location is affiliated to the branch.
3. After receiving
satisfactory documents from the enterprise, Business Registration Office shall
enter information into National Enterprise Registration Information System
in order to request an ID number of the branch/representative
office/business location. Within 03 working days from the receipt of
satisfactory documents, Business Registration Office shall issue the
certificate of registration of branch/representative office, or update
information about the business location on National Enterprise Registration
Database. Business Registration Office may issue a certificate of registration
of business location at the request of the enterprise.
4. In case the
enterprise establishes a branch/representative office in a province other than
the province in which its headquarters is located, Business Registration Office
of the province where the branch/representative office is located shall send
information to the Business Registration Office of the province where the
enterprise’s headquarters is located.
5. Establishment of
overseas branches/representative offices shall comply with the law of the host
country.
Within 30 working days
from the official opening date of the overseas branch/representative office,
the enterprise must send a written notification to Business Registration
Office. The notification must be enclosed with a legitimate copy of the
certificate of registration of branch/representative office or an equivalent
document in order to update information about the enterprise’s branches and
representative offices on National Enterprise Registration Database.
Article 34.
Notification of use, change, destruction of seal design
1. Every enterprise is
entitled to decide the design, content, and quantity of its seal and the seals
of its branches and representative offices. An enterprise may have multiple
seals with the same design and content.
2. Before using,
changing, or destroying a seal design of an enterprise or its
branch/representative office, the enterprise must send a notification to
Business Registration Office of the province where the enterprise, branch, or
representative office is situated in order to post the seal design on National
Business Registration Portal. The notification shall contain:
d) Name, ID number,
address of the enterprise or its branch/representative office;
b) The quantity of
seals, seal design, and its effective date.
3. After receiving the
seal design, Business Registration Office shall give a confirmation slip to the
enterprise and post the seal design on National Business Registration Portal.
4. Business
Registration Office is not responsible for the truthfulness, accuracy,
legitimacy, appropriateness, and distinction of the seal design as well as
dispute over the management and use of the seal design.
5. When an enterprise
receives a notification that its seal design has been posted, the previous
notifications are no longer valid.
Chapter V. ONLINE ENTERPRISE REGISTRATION
Article 35. Online
enterprise registration
1. Every organization
and individual may apply for enterprise registration online. Business
Registration Office shall enable all applicants to search information and apply
for enterprise registration online.
2.
Applicants shall use public digital signatures or business registration
accounts to apply enterprise registration online.
3. An Online
application for enterprise registration is as valid as a paper application.
Article 36. Validity
of online application for enterprise registration
An online application
for enterprise registration is valid when all of the following conditions are
satisfied:
1. There are sufficient
electronic documents with complete contents as paper documents. Names of
electronic documents must be relevant to names of paper documents.
2. Information about
enterprise registration on electronic documents is complete and accurate.
3. Online applications
for enterprise registration must be authenticated with public digital
signatures or business registration accounts of enterprises’ legal
representatives.
Article 37. Procedures
for online enterprise registration using public digital signatures
1. The legal
representative shall enter information, download electronic documents, append
the digital signature on the electronic registration application, and pay fees
online according to the procedures on National Business Registration Portal.
2. After the
application is sent, the legal representative will receive a confirmation slip.
3. If the application
is satisfactory, Business Registration Office shall send information to the tax
authority to automatically generate an enterprise ID number. After receiving
the enterprise ID number from the tax authority, Business Registration Office
shall issue the certificate of enterprise registration and notify the
applicant. If the application is not satisfactory, Business Registration Office
shall send an electronic notification to the applicant for revision or
supplementation of the application.
4. Procedures for
online enterprise registration are also applied to registration of the
enterprise’s branches, representative offices, and business locations.
Article 38. Procedures
for online enterprise registration using business registration account
1. The legal
representative shall enter information, download electronic versions of ID
papers from National Business Registration Portal in order to be issued with a
business registration account.
2. The legal
representative shall use the business registration account to enter
information, download electronic documents, and authenticate the online
application for enterprise registration according to the procedures on National
Business Registration Portal.
3. After the
application is sent, the legal representative will receive a confirmation slip.
4. Business
Registration Office shall examine the application and send an electronic
notification to the applicant for revision or supplementation of the
application if it is not satisfactory. If the application is satisfactory,
Business Registration Office shall send information to the tax authority to
generate an enterprise ID number. After receiving the enterprise ID number from
the tax authority, Business Registration Office shall send an electronic
notification of issuance of the certificate of enterprise registration to the
applicant.
5. After receiving the
notification, the legal representative shall submit a paper application for
enterprise registration enclosed with the confirmation slip to Business
Registration Office, whether directly or by post.
6. After receiving the
paper application, Business Registration Office shall compare documents therein
with the documents submitted online and issue the certificate of enterprise
registration if they are consistent.
If Business
Registration Office does not receive the paper application within 30 days from
the day on which the notification of issuance of the certificate of enterprise
registration is sent, the online application is no longer valid.
7. The legal
representative is responsible for the completeness and accuracy of the
paper application compared to the online application. In case the paper
application is not consistent with the online application but the applicant
fails to notify Business Registration Office, it will be considered fraudulent
and dealt with as prescribed in Clause 1 Article 63 of this Decree.
8. Procedures for
online enterprise registration are also applied to registration of the
enterprise’s branches, representative offices, and business locations.
Article 39. Imposition
of penalties for violations, settlement of complaints and disputes related to
public digital signatures and business registration accounts
The disputes,
complaints, and violations related to management, use of public digital
signatures and business registration accounts shall be handled in accordance
with regulations of law.
Chapter VI. DOCUMENTS AND PROCEDURES FOR REGISTRATION OF
CHANGES OF ENTERPRISE REGISTRATION INFORMATION
Article 40.
Registration of relocation of headquarters address
1. Before registering
the relocation of the headquarters address, the enterprise must complete all
tax procedures related to relocation in accordance with regulations of law on
taxation.
2. If the headquarters
is relocated within the same province, the enterprise shall send a notification
to the Business Registration Office where the enterprise was registered. The
notification shall contain:
a) Name, enterprise ID
number, TIN, or number of certificate of business registration (in case the
enterprise has not had a enterprise ID number or TIN);
b) New address of the
headquarters;
c) Full name and
signature of the legal representative of the enterprise.
The notification must
be enclosed with the decision and legitimate copy of the minutes of meeting on
relocation of the Board of members (if the enterprise is a multi-member limited
liability company), the General Meeting of Shareholders (if the enterprise is a
joint-stock company), general partners (if the enterprise is a partnership), or
decision of the company’s owner (if the enterprise is a single-member limited
liability company). The decision and minutes of meeting must specify the
changes in the company’s charter.
When receiving the
notification, Business Registration Office shall give a confirmation slip to
the enterprise, examine the validity of documents, and issue the certificate of
enterprise registration.
3. If the headquarters
is relocated to another province, the enterprise shall send a notification to
the Business Registration Office of the province to which the headquarters is
relocated. The notification shall contain:
a) Name, enterprise ID
number, TIN, or number of certificate of business registration (in case the
enterprise has not had a enterprise ID number or TIN);
b) New address of the
headquarters;
dd) Full name,
residence, signature, ID number/passport number or number of another ID paper
of the enterprise’s legal representative.
The notification must
be enclosed with:
- A legitimate copy of
the revised charter of the company;
- A list of members
(if the enterprise is a multi-member limited liability company); a list of
authorized representatives (if the enterprise is a single-member limited
liability company); a list of founding shareholders, foreign shareholders,
authorized representatives of shareholders being foreign organizations (if the
enterprise is a joint-stock company); or a list general partners (if the
enterprise is a partnership);
- The decision and
legitimate copy of the minutes of meeting on relocation of the Board of members
(if the enterprise is a multi-member limited liability company), the General
Meeting of Shareholders (if the enterprise is a joint-stock company), general
partners (if the enterprise is a partnership), or decision of the company’s
owner (if the enterprise is a single-member limited liability company).
When receiving the
notification, Business Registration Office of the province to which the
headquarters is relocated shall give a confirmation slip to the enterprise,
examine the validity of documents, issue the certificate of enterprise
registration, and send information to the Business Registration Office where
the enterprise was initially registered.
4. The relocation of
the enterprise’s headquarters does not affect the enterprise’s rights and
obligations.
Article 41. Registration
of change of enterprise’s name
1. When changing its
name, the enterprise shall send a notification to Business Registration Office
that issued the certificate of enterprise registration. The notification shall
contain:
a) The current name,
enterprise ID number, TIN or number of certificate of business registration (in
case the enterprise has not had an enterprise ID number or TIN);
b) The new name;
c) Full name and
signature of the legal representative of the enterprise.
The notification must
be enclosed with the decision and legitimate copy of the minutes of meeting on
relocation of the Board of members (if the enterprise is a multi-member limited
liability company), the General Meeting of Shareholders (if the enterprise is a
joint-stock company), general partners (if the enterprise is a partnership), or
decision of the company’s owner (if the enterprise is a single-member limited
liability company). The decision and minutes of meeting must specify the
changes in the company’s charter.
2. When receiving the
notification, Business Registration Office shall give a confirmation slip to
the enterprise, examine the validity of documents, and issue the certificate of
enterprise registration if the new name does not contravene regulations on
naming enterprises.
3. The change of an
enterprise’s name does not affect the enterprise’s rights and obligations.
Article 42.
Registration of changes of general partners
In case of dismissal
or admission of a general partner as prescribed in Article 180 and Article 181
of the Law on Enterprises, the partnership shall send a notification to
Business Registration Office where it was registered. The notification shall
contain:
1. Name, enterprise ID
number, TIN, or number of certificate of business registration (in case the
enterprise has not had a enterprise ID number or TIN);
2. Full name,
residence, signature, ID number/passport number or number of another ID paper
of new general partner or dismissed general partner;
3. Signatures of all
general partners or authorized general partners, except for the dismissed one;
4. Changes of the
company’s charter.
The notification must
be enclosed with a legitimate copy of the ID paper of the new general partner.
When receiving the
notification, Business Registration Office shall give a confirmation slip,
examine the validity of documents, and issue the certificate of enterprise
registration.
Article 43.
Registration of replacement of legal representatives of limited liability
companies and joint-stock companies
1. The application for
replacement of the legal representative of a limited liability company or
joint-stock company consists of:
a) A notification of
replacement of the legal representative;
b) A legitimate copy
of the ID paper of the new legal representative;
c) The decision of the
company’s owner on replacement of the legal representative (if the enterprise
is a single-member limited liability company); decision and legitimate copy of
the minutes of meeting of the Board of members on replacement of the legal
representative (if the enterprise is a multi-member limited liability company);
The decision and
legitimate copy of minutes of meeting of the General Meeting of Shareholders on
replacement of the legal representative (if the enterprise is a joint-stock
company) in case it changes the company’s charter;
The decision and
legitimate copy of minutes of meeting of the Board of Directors on replacement
of the legal representative (if the enterprise is a joint-stock company) in
case it does not change the company’s charter except for name and signature of
the legal representative according to Article 25 of the Law on Enterprises;
The decision and
minutes of meeting must specify the changes in the company’s charter.
2. Content of the
notification of replacement of the legal representative:
a) Name, enterprise ID
number, TIN, or number of certificate of business registration (in case the enterprise
has not had a enterprise ID number or TIN);
b) Full names, ID
numbers/passport numbers or number of another ID paper, positions, permanent
residences of the current legal representative and the new legal
representative;
c) Full name and
signature of one of the following persons:
The company’s owner if
the enterprise is a single-member limited liability company owned by an
individual.
The Chairperson of the
Board of members or the company's President if the enterprise is a
single-member limited liability company owned by an organization.
The Chairperson of the
Board of members if the enterprise is a multi-member limited liability company.
In case the Chairperson of the Board of members is the legal representative,
the notification shall bear the signature of the new Chairperson elected by the
Board of members.
The Chairperson of the
Executive Board if the enterprise is a joint-stock company. In case the
Chairperson of the Executive Board is the legal representative, the
notification shall bear the signature of the new Chairperson elected by the
Executive Board.
In case the
Chairperson of the Board of members, the company's President, or the
Chairperson of the Executive Board of the company makes a getaway, is under
police detention, has a mental disease or another disease that renders him/her
unable to control himself/herself, or refuses to sign the notification, the
notification must bear full names and signatures of members of the Board of
members, the company’s owner, or members of the Executive Board who voted for
replacement of the legal representative.
When receiving the
notification, Business Registration Office shall give a confirmation slip,
examine the validity of documents, and issue the certificate of enterprise
registration.
Article 44. Registration
of change of charter capital or capital contribution (stake) ratio
1. In case of change
of ratio of capital contributions by members of a multi-member limited
liability company, of general partners of a partnership, the enterprise shall
send a notification to Business Registration Office where the enterprise was
registered. The notification shall contain:
a) Name, enterprise ID
number, TIN, or number of certificate of business registration (in case the
enterprise has not had a enterprise ID number or TIN);
b) Full name, address,
nationality, ID number/passport number or number of another ID paper, or number
of decision on establishment, enterprise ID number of each member/general
partner.
c) The ratio of
capital contribution of each member/general partner;
d) Registered charter
capital and new level of charter capital; time and method of
increasing/decreasing capital;
dd) Full name,
nationality, ID number/passport number or number of another ID paper, permanent
residence, and signature of the enterprise’s legal representative or authorized
general partner.
2. In case of change
of charter capital, the notification prescribed in Clause 1 of this Article
must be enclosed with the decision and legitimate copy of the minutes of
meeting of the Board of members (if the enterprise is a multi-member limited
liability company), the General Meeting of Shareholders (if the enterprise is a
joint-stock company), or decision of the company’s owner (if the enterprise is
a single-member limited liability company) on change of charter capital; a
written approval for capital contribution, purchase of shares/stakes by foreign
investors given by the Department of Planning and Investment of the province in
the case mentioned in Clause 1 Article 26 of the Law on Investment.
3. If the General
Meeting of Shareholders ratifies offering of shares to increase charter capital
and assigns the Board of Directors to complete procedures for registration of
charter capital after the end of each offering, the notification prescribed in Clause
1 of this Article and application for permission to increase charter capital
must be enclosed with:
a) A decision and
legitimate copy of the minutes of meeting of the General Meeting of
Shareholders on offering of shares to increase charter capital, which specifies
the quantity of shares offered and that the Board of Directors will complete
procedures for registration of charter capital after each offering;
b) A decision and
legitimate copy of minutes of meeting of the Board of Directors of the joint-stock
company on registration of increase of charter capital after each offering.
The decision and
minutes of meeting must specify the changes in the company’s charter.
4. In case charter
capital is decreased, the company must promise to settle all debts and other
liabilities after capital decrease; the notification must be enclosed with the
latest financial statement of the company.
5. When receiving the
notification, Business Registration Office shall give a confirmation slip,
examine the validity of documents, and issue the certificate of enterprise
registration.
Article 45.
Registration of changes of members of multi-member limited liability company
1. In case of
admission of new members, the company shall send a notification to Business
Registration Office where the enterprise was registered. The notification shall
contain:
a) Name, enterprise ID
number, TIN, or number of certificate of business registration (in case the
enterprise has not had a enterprise ID number or TIN);
b) Names, enterprise
ID numbers, addresses of headquarterss of members being organizations; full
names, nationalities, ID numbers/passport numbers or numbers of other ID papers
of members being individuals; value of capital contribution, time of capital
contribution, type of assets contributed as capital, quantity and value of each
type of assets contributed as capital by the new members;
c) Capital
contributions that are changed after admission of new members;
d) Charter capital of
the company after admission of new members;
dd) Full name and
signature of the legal representative of the company.
The notification must
be enclosed with:
- A decision and
legitimate copy of minutes of meeting of the Board of members on admission of
new members;
- Certifications of
new members’ capital contribution;
- A legitimate copy of
the decision on establishment or certificate of enterprise registration or an
equivalent document, a legitimate copy the ID paper of the authorized
representative and letter of attorney of each member being an organization,
legitimate copy of the ID paper of each member being an individual;
- A written approval
for capital contribution, purchase of shares/stakes by foreign investors given
by Department of Planning and Investment of the province in the case mentioned
in Clause 1 Article 26 of the Law on Investment.
The decision and
minutes of meeting of the Board of members must specify the changes in the
company’s charter.
When receiving the
notification, Business Registration Office shall give a confirmation slip,
examine the validity of documents, and issue the certificate of enterprise
registration.
2. In
case of changes of members because of stake transfer, the company shall send a
notification to Business Registration Office where it was registered. The notification shall contain:
a) Name, enterprise ID
number, TIN, or number of certificate of business registration (in case the
enterprise has not had a enterprise ID number or TIN);
b) Names, addresses of
headquarterss of organizations; full names, nationalities, ID/passport numbers
of individuals; stakes being transferred;
c) Stakes of members
after transfer;
d) Time of transfer;
dd) Full name and
signature of the legal representative of the company.
The notification must
be enclosed with:
- A transfer contract
or documents proving completion of the transfer;
- A legitimate copy of
the decision on establishment or certificate of enterprise registration or an
equivalent document, a legitimate copy the ID paper of the authorized
representative and letter of attorney of each new member being an organization,
legitimate copy of the ID paper of each new member being an individual;
- A
written approval for capital contribution, purchase of shares/stakes by foreign
investors given by Department of Planning and Investment of the province in the
case mentioned in Clause 1 Article 26 of the Law on Investment.
When receiving the
notification, Business Registration Office shall give a confirmation slip,
examine the validity of documents, and issue the certificate of enterprise
registration.
3. In case of change
of members because of inheritance, the company shall send a notification to
Business Registration Office where it was registered. The notification shall
contain:
a) Name, enterprise ID
number, TIN, or number of certificate of business registration (in case the
enterprise has not had a enterprise ID number or TIN);
b) Full name,
ID/passport number, nationality, stake of each giver and inheritor;
c) Time of
inheritance;
d) Full name and
signature of the legal representative of the company.
The notification must
be enclosed with a legitimate copy of certification of the inheritor’s right to
inherence and legitimate copy of the inheritor’s ID paper.
When receiving the
notification, Business Registration Office shall give a confirmation slip,
examine the validity of documents, and issue the certificate of enterprise
registration.
4. In case of changes
of members because of a member’s failure to contribute capital as prescribed in
Clause 3 Article 48 of the Law on Enterprises, the company shall send a
notification to Business Registration Office where it was registered. The
notification shall contain:
a) Name, enterprise ID
number, TIN, or number of certificate of business registration (in case the
enterprise has not had a enterprise ID number or TIN);
b) Names, addresses of
headquarterss of organizations; full names, nationalities, ID/passport numbers,
nationalities, and capital supposed to be contributed by members who fail to
contribute capital, and the buyers of their slots.
c) Full name and
signature of the legal representative of the company.
The notification must
be enclosed with the decision and legitimate copy of the minutes of meeting of
the Board of members on changes of members because of failure to contribute
capital and a list of remaining members of the company. The decision and
minutes of meeting of the Board of members must specify the changes in the
company’s charter.
When receiving the
notification, Business Registration Office shall give a confirmation slip,
examine the validity of documents, and issue the certificate of enterprise
registration.
5. Registration of
changes of members because of stake offering;
The registration of
changes of members in case of stake offering is similar to registration of
changes of members because of stake transfer. In this case, the transfer
contract or documents proving completion of the transfer shall be replaced with
documents certifying the offering contract.
Article 46.
Registration of replacement of owner of single-member limited liability company
1. In
case an owner of a company transfers the entire charter capital to another
individual or organization, the transferee must register the replacement of the
company’s owner. The registration
documents include:
a) A notification of
changes of enterprise registration information bearing the signatures of the
old owner or his/her legal representative and the new owner or his/her legal
representative;
b) A legitimate copy
of the ID paper of the transferee (if the transferee is an individual) or legitimate
copy of certificate of enterprise registration or an equivalent document (if
the transferee is an organization); a list of authorized representatives, a
legitimate copy the ID paper of the authorized representative and a letter of
attorney issued by the owner;
c) A legitimate copy
of the revised charter of the company;
d) A capital transfer
contract or documents proving completion of the capital transfer;
dd) A written approval
for capital contribution, purchase of shares/stakes by foreign investors given
by Department of Planning and Investment of the province in the case mentioned
in Clause 1 Article 26 of the Law on Investment.
2. In case of
replacement of the owner of a single-member limited liability company under a
decision of a competent authorities on restructuring of state-owned
enterprises, the registration documents are the same as Clause 1 of this
Article, except for the transfer contract or documents proving completion of
the transfer that are replaced with the decision on replacement of the
company’s owner issued by a competent authorities.
3. In
case of replacement of the owner of a single-member limited liability company
because of inheritance, registration documents include:
a) A notification of
changes of enterprise registration information bearing the signature of the new
owner or his/her legal representative;
B) A legitimate copy
of the revised charter of the company;
c) a Legitimate copy
of the new owner’s ID paper;
d) A legitimate copy
of the certificate of the inheritor’s lawful right to inheritance.
4. In case more than
one individual or organization inherits the capital of the owner of the
single-member limited liability company, it will be converted into a
multi-member limited liability company. The application for conversion consists
of:
a) Application form
for enterprise registration;
b) The revised charter
of the company;
c) A list of members;
d) Legitimate copies
of ID papers of members being individuals; legitimate copies of certificates of
enterprise registration or equivalent documents of members being organizations.
dd) A legitimate copy
of the certification of the lawful right to inheritance of inheritors.
5. In case of stake
offering, the registration of replacement of the owner of the single-member
limited liability company is the same as the case of stake transfer in Clause 1
of this Article. IN this case, the contract for stake transfer or documents
proving the completion of transfer will be replaced with the offering contract.
6. When receiving the
notification, Business Registration Office shall give a confirmation slip,
examine the validity of documents, and issue the certificate of enterprise
registration.
Article 47.
Registration of change of private enterprise in case the enterprise is sold,
offered, the owner dies or is missing
In case the owner of a
private enterprise sells or offers the enterprise, dies, or is missing, the
buyer, receiver, or inheritor of the enterprise must register the change of
private enterprise’s owner. Registration documents include:
1. A notification of
change of enterprise registration information bearing the signature of the
seller/giver and the buyer/receiver, or signature of the inheritor in case the
private company’s owner dies or is missing;
2. A legitimate of ID
paper of the buyer/receiver/inheritor.
3. A sale contract,
offering contract, or documents proving completion of the transfer in case the
private company is sold or offered; a legitimate copy of the certification of
the inheritor’s right to inheritance.
When receiving the notification,
Business Registration Office shall give a confirmation slip, examine the
validity of documents, and issue the certificate of enterprise registration.
Article 48.
Registration of changes of registered information about branches,
representative offices, business locations
1. Before registering
the change of location of a branch of representative office, the enterprise
must complete all tax procedures related to relocation in accordance with
regulations of law on taxation.
2. When changing
registered information about a branch/representative office/business location,
the enterprise shall send a notification of change of registered information
about the branch/representative office/business location to Business
Registration Office of the province where the branch/representative office is
situated. When receiving the notification, Business Registration Office shall
give a confirmation slip, examine the validity of documents, change information
about the branch/representative office/business location on National Enterprise
Registration Database, and issue the certificate of registration of
branch/representative office/business location within 03 working days from the
day on which satisfactory documents are received. Business Registration Office
shall issue a certification of change of registered information about the
branch/representative office/business location at the request of the
enterprise.
3. In case a
branch/representative office/business location is relocated to another
province, the enterprise shall send a notification of change of registered
information about the branch/representative office/business location to
Business Registration Office of the province to which the branch/representative
office is relocated.
When receiving the
notification, Business Registration Office of the province to which the
branch/representative office is relocated shall give a confirmation slip,
examine the validity of documents, issue the certificate of registration of
branch/representative office to the enterprise, and send information to the
Business Registration Office of the province where branch/representative office
was initially located.
Article 49.
Notification of addition/change of business lines
1. In case of
addition/change of business lines, the enterprise shall send a notification to
Business Registration Office where it was registered. The notification shall
contain:
a) Name, enterprise ID
number, TIN, or number of certificate of business registration (in case the
enterprise has not had a enterprise ID number or TIN);
b) The new or changed
business lines;
c) Full name and
signature of the legal representative of the enterprise.
The notification must
be enclosed with the decision and legitimate copy of the minutes of meeting of
the Board of members (if the enterprise is a multi-member limited liability
company), the General Meeting of Shareholders (if the enterprise is a
joint-stock company), general partners (if the enterprise is a partnership), or
decision of the company’s owner (if the enterprise is a single-member limited
liability company) on addition/change of business lines. The decision and
minutes of meeting must specify the changes in the company’s charter.
2. When receiving the
notification, Business Registration Office shall give a confirmation slip,
examine the validity of documents, change information about the enterprise’s
business lines on National Enterprise Registration Database. Business
Registration Office shall issue a certification of change of registered
information about the enterprise at the request of the enterprise.
3. If documents about
addition/change of business lines are not satisfactory, Business Registration
Office shall request the enterprise to complete the documents within 03 working
days.
4. The enterprise has
the responsibility to notify addition/change of its business lines to Business
Registration Office within 10 working days from the occurrence of such
change. Otherwise, the enterprise will
incur penalties in accordance with penalties for administrative violations
against regulations on planning and investment.
Article 50.
Notification of capital investment of private enterprise’s owner
1. In case of increase
or decrease of registered capital investment, the private enterprise’s owner
must send a notification to Business Registration Office where the enterprise
was registered. The notification shall contain:
a) Name, enterprise ID
number, TIN, or number of certificate of business registration (in case the
enterprise has not had a enterprise ID number or TIN);
b) Registered capital
investment, new level of capital, and time of change;
c) Full name and
signature of the private enterprise’s owner.
When receiving the
notification, Business Registration Office shall give a confirmation slip,
examine the validity of documents, change information about the enterprise’s
capital investment on National Enterprise Registration Database. Business
Registration Office shall issue a certification of change of registered
information about the enterprise at the request of the enterprise.
2. If documents about
change of capital investment are not satisfactory, Business Registration Office
shall request the enterprise to complete the documents within 03 working days.
3. The enterprise has
the responsibility to notify the change of capital investment of the private
enterprise’s owner to Business Registration Office within 10 working days from
the occurrence of such change. Otherwise, the enterprise will incur penalties
in accordance with penalties for administrative violations against regulations
on planning and investment.
Article 51.
Notification of change of information about founding shareholders of
joint-stock companies
1. founding
shareholders prescribed in Clause 2 Article 4 of the Law on Enterprises shall
be enumerated on the list of founding shareholders which is submitted to
Business Registration Office upon registration of the enterprise establishment.
2. In case of changes
of information about founding shareholders because some founding shareholders
have not paid or have partly paid for the shares they register, the company
shall send a notification to Business Registration Office where the company was
registered. The notification shall contain:
a) Name, enterprise ID
number, TIN, or number of certificate of business registration (in case the
enterprise has not had a enterprise ID number or TIN);
b) Full name, ID
number/passport number or number of another ID paper of each founding
shareholder being an individual; Name, address of the headquarters, number of
decision on establishment or enterprise ID number of each founding shareholder
being an organization;
c) Full name,
signature, ID number/passport number or number of another ID paper of the
company’s legal representative.
When receiving the
notification, Business Registration Office shall give a confirmation slip,
examine the validity of documents, change information about the company’s
founding shareholders on National Enterprise Registration Database. Business
Registration Office shall issue a certification of change of registered information
about the enterprise at the request of the enterprise.
Founding shareholders
who have not paid for the shares they register are indisputably no longer
shareholders of the company according to Point a Clause 3 Article 112 of the
Law on Enterprises and shall be removed from the list of founding shareholders
of the company.
3. In case of change
of information about founding shareholders because some founding shareholders
transfer their shares, the following documents must be submitted apart from the
documents mentioned in Clause 2 of this Article:
a) A list of
information about founding shareholders after the change;
b) A shares transfer
contract or documents proving completion of the transfer;
c) A written approval
for capital contribution, purchase of shares/stakes by foreign investors given
by Department of Planning and Investment of the province in the case mentioned
in Clause 1 Article 26 of the Law on Investment.
4. In case the
founding shareholder is an organization that is an acquired enterprise, divided
enterprise, or consolidating enterprise, the registration is the same as
registration of change of founding shareholders because of shares transfer
prescribed in Clause 3 of this Article. In this case the acquisition contract,
decision on company division, or consolidation contract shall replace the
transfer contract or documents proving the transfer completion.
5. The registration of
change of founding shareholders in case of offering, inheritance of shares is
the same as registration of change of founding shareholders because of shares
transfer prescribed in Clause 3 of this Article. In this case, the offering
contract or a legitimate copy of the certification of the lawful right to
inheritance shall replace the transfer contract or documents proving the
transfer completion.
6. If documents about
change of founding shareholders are not satisfactory, Business Registration
Office shall request the company to complete the documents within 03 working
days.
7. The joint-stock
company has the responsibility to notify the change of its founding
shareholders to Business Registration Office within 10 working days from the
occurrence of such change. Otherwise, it will incur penalties in accordance
with penalties for administrative violations against regulations on planning
and investment.
Article 52.
Notification of change of foreign shareholders in unlisted joint-stock
companies
1. In case of foreign
shareholders of an unlisted joint-stock company are changed as prescribed in
Clause 3 Article 32 of the Law on Enterprises, the company shall send a
notification to Business Registration Office where it was registered. The
notification shall contain:
a) Name, enterprise ID
number, TIN, or number of certificate of business registration (in case the
enterprise has not had a enterprise ID number or TIN);
b) Information about
foreign shareholders who transfer their shares (transferor shareholders): name,
address of headquarters of each foreign shareholder being a organization; full
name, nationality, permanent residence of each shareholder being a individual;
type of shares and their holdings in the company; type and quantity of shares
being transferred;
c) Information about
foreign shareholders who receive shares (transferee shareholders): name,
address of headquarters of each foreign shareholder being a organization; full
name, nationality, permanent residence of each shareholder being a individual;
type and quantity of shares being received; type of shares and their holdings
in the company;
d) Full name,
signature, ID number/passport number or number of another ID paper of the
company’s legal representative.
The notification must
be enclosed with the decision and legitimate copy of the minutes of meeting of
the General Meeting of Shareholders on changes of foreign shareholders; a list
of foreign shareholders after the change; shares transfer contract or documents
proving completion of transfer; legitimate copy of the decision on
establishment or an equivalent document; legitimate copies of ID papers of
authorized representatives of transferee shareholders being organizations and
corresponding letters of attorneys; legitimate copies of ID papers of
transferee shareholders being individuals; a written approval for capital
contribution, purchase of shares/stakes by foreign investors issued by
Department of Planning and Investment of the province according to the Law on
Investment.
The decision and
minutes of meeting of the General Meeting of Shareholders must specify the
changes in the company’s charter.
When receiving the notification,
Business Registration Office shall give a confirmation slip, examine the
validity of documents, change information about the company’s foreign
shareholders on National Enterprise Registration Database. Business Registration Office shall issue a
certification of change of registered information about the enterprise at the
request of the enterprise.
2. If documents about
change of foreign shareholders are not satisfactory, Business Registration
Office shall request the company to complete the documents within 03 working
days.
3. The company has the
responsibility to notify the change of its foreign shareholders to Business
Registration Office within 10 working days from the occurrence of such change.
Otherwise, it will incur penalties in accordance with penalties for
administrative violations against regulations on planning and investment.
Article 53.
Notification of tax registration information
1. Every enterprise
that changes the tax registration information without changing business
registration information shall send a notification to Business Registration
Office of the province where its headquarters is situated.
The notification shall
contain:
a) Name, address of
headquarters, enterprise ID number, and issuance date of the certificate of
business registration, tax registration certificate, or certificate of
enterprise registration;
b) Changes of tax
registration information.
2. Business
Registration Office shall receive the notification, enter information on
National Enterprise Registration Information System in order to transfer
information to the database of General Department of Taxation. Business
Registration Office shall issue a certification of change of registered
information about the enterprise at the request of the enterprise.
Article 54.
Notification of information about the enterprise’s manager, information about
foreign shareholders; notification of private placement of shares; notification
of lease of private enterprise; notification of change of information about
authorized representatives
1. Within 05 working
days from the day on which information about the full name, address,
nationality, ID number of the enterprise’s manager, a member of the Control
Board or Controller is changed, the enterprise shall send a notification to Business
Registration Office of the province where its headquarters is situated
according to Article 12 of the Law on Enterprises.
2. Within 03 working
days from the day on which information about full name, nationality, passport
number, permanent residence, quantity and types of shares of a shareholder
being a foreigner; name, enterprise ID number, address of headquarters,
quantity and types of shares, full name, nationality, passport number, and
permanent resident of the authorized representative of a shareholder being a
foreign organization is available or changed, the enterprise shall send a
notification to Business Registration Office of the province where its
headquarters is situated according to Clause 3 Article 171 of the Law on
Enterprises.
3. Within 05 working
days from the issuance date of the decision on private placement of shares, the
joint-stock company shall send a notification to Business Registration Office
of the province where its headquarters is situated according to Article 123 of
the Law on Enterprises.
4. Within 03 working
days from the effective date of the enterprise lease contract, the owner of the
private enterprise shall send a notification to Business Registration Office of
the province where its headquarters is situated according to Article 186 of the
Law on Enterprises.
5. Within 10 working
days from the day on which information about authorized representative of the
owner of a single-member limited liability company is changed, the company
shall send a notification to Business Registration Office of the province where
its headquarters is situated.
6. When receiving the
notification, Business Registration Office shall give a confirmation slip,
examine the validity of documents, change information about the enterprise on
National Enterprise Registration Database. Business Registration Office shall
issue a certification of change of registered information about the enterprise
at the request of the enterprise.
Article 55. Publishing
of enterprise registration information
1. Enterprise registration
information shall be published in accordance with Article 33 of the Law on
Enterprises.
2. When receiving the
certificate of business registration, or confirmation of change of enterprise
registration information in terms of business lines, founding shareholders,
foreign shareholders, the enterprise shall pay a fee for publishing enterprise
registration information.
3. Business
Registration Office shall publish the enterprise registration information on
National Business Registration Portal.
Article 56. Cases in
which change of enterprise registration information is not registered
1. The enterprise
shall not register the change of enterprise registration information in the
following cases:
a) Business
Registration Office has issued a notice that the enterprise’s violation results
in revocation of the certificate of enterprise registration, or has issued a
decision to revoke the certificate of enterprise registration;
b) The enterprise is
undergoing dissolution under a decision on enterprise dissolution;
c) The registration is
refused at the request of the court, police authority, or judgment enforcement
authority.
2. The enterprise
mentioned in Clause 1 of this Article may register changes of enterprise
registration information in the following cases:
a) The enterprise has
taken remedial measures as requested by the notice of violations and such
measures are accepted by Business Registration Office;
b) The enterprise has
to register some changes of enterprise registration information to serve its
dissolution process and complete the dissolution dossier as prescribed. In this
case, the application for registration must be enclosed with the enterprise’s
explanation for changes;
c) The enterprise has
implemented the decision of the Court or judgment enforcement authority, and is
accepted by the Court or judgment enforcement authority.
Chapter VII. PROCEDURES FOR BUSINESS SUSPENSION, REISSUANCE
OF CERTIFICATE OF ENTERPRISE REGISTRATION, ENTERPRISE DISSOLUTION, AND
REVOCATION OF CERTIFICATE OF ENTERPRISE REGISTRATION
Article 57. Business
suspension and resumption of business ahead of schedule
1. When an enterprise
carries out procedures for business suspension, a notification of suspension of
the branch/representative office/business location shall be sent to Business
Registration Office where the branch/representative office/business location is
registered.
2.
When an enterprise or branch/representative office/business location suspends
its operation or resumes its operation ahead of schedule, a notification shall
be sent to Business Registration Office where the enterprise or its
branch/representative office/business location was registered at least 15 days
before the date of suspension or resumption. The suspension period must not exceed one year. If the enterprise
or its branch/representative office/business location is still suspended after
this period, another notification must be sent to Business Registration Office.
The total duration of continuous suspension must not exceed two year.
3. When an enterprise
suspends its operation, the notification must be enclosed with the decision and
legitimate copy of the minutes of meeting of the Board of members (if the
enterprise is a multi-member limited liability company), the company’s owner
(if the enterprise is a single-member limited liability company), the Board of
Directors (if the enterprise is a joint-stock company), or general partners (if
the company is a partnership).
4. The Business
Registration Office shall give a receipt to the enterprise after receiving the
notification of business suspension or resumption of business operation ahead
of schedule. Within 03 working days from the receipt of satisfactory documents,
Business Registration Office shall issue certification that the enterprise,
branch/representative office/business location has registered the business
suspension or early resumption of business operation. Business Registration
Office shall send information about business suspension and early resumption of
business to tax authorities.
Article 58. Reissuance
of certificate of enterprise registration
1. Any enterprise that
wishes to have its certificate of enterprise registration reissued because it
is lost, damaged, or otherwise destroyed shall submit an application for
reissuance of the certificate of enterprise registration to the Business
Registration Office that issued the original one.
Business Registration
Office shall consider reissuing the certificate of enterprise registration
within 03 working days from the receipt of the application.
2. In case the
certificate of enterprise registration was issued improperly, Business
Registration Office shall send a notification to request the enterprise to
complete the documents within 30 days from the notification date in order to
have the certificate of enterprise registration reissued. Business Registration
Office shall reissue the certificate of enterprise registration within 03
working days from the receipt of satisfactory documents.
3. In case information
in the application for enterprise registration is not truthful or not accurate,
Business Registration Office shall notify a competent authority to handle the
case. After a decision on penalties is issued by the competent authority,
Business Registration Office shall request the enterprise to remake the
application and reissue the certificate of enterprise registration within 03
working days from the receipt of satisfactory application.
4.
When an enterprise is issued with a new certificate of enterprise registration,
the old certificates are no longer effective.
Article 59. Procedures
for registering enterprise’s dissolution
1. Before initiating
procedures for registering an enterprise’s dissolution, the enterprise must
complete the procedures for shutdown of its branches, representative offices,
and business locations at the Business Registration Offices of the provinces
where the branches, representative offices, and business locations are
situated.
2. Within 07 working
days from the day on which the decision on dissolution is ratified according to
Clause 1 Article 202 of the Law on Enterprises, the enterprise shall send a
notification on dissolution to Business Registration Office. The notification
must be enclosed with the decision on enterprise’s dissolution of the company’s
owner (if the enterprise is a single-member limited liability company),
decision and legitimate copy of the minutes of meeting on enterprise’s
dissolution of the Board of members (if the enterprise is a multi-member
limited liability company), the General Meeting of Shareholders (if the
enterprise is a joint-stock company), of general partners (if the enterprise is
a partnership).
3. After receiving the
dissolution documents mentioned in Clause 1 Article 204 of the Law on
Enterprises, Business Registration Office shall send information about the
dissolved enterprise to the tax authority. Within 02 working days from receipt
of information from Business Registration Office, the tax authority shall offer
its opinions about the dissolution to Business Registration Office.
4. Within 05 working
days from the receipt of dissolution documents, Business Registration Office
shall change the enterprise’s status on National Enterprise Registration
Database to “dissolved” if the tax authority has no objection and issue a
notification of the enterprise’s dissolution.
5. If the enterprise
uses a seal issued by a police authority, the seal and the certificate of seal
registration shall be returned to the police authority in order to be issued
with a certificate of seal withdrawal. In this case, the seal and certificate
of seal registration in the dissolution documents mentioned in Point c Clause 1
Article 204 of the Law on Enterprises shall be replaced with the certificate of
seal withdrawal.
Article 60. Shutdown
of branches, representative offices, business locations
1. When shutting down
a branch/representative office/business location, the enterprise shall send a
notification of the shutdown to Business Registration Office of the province
where the branch/representative office/business location is situated.
The notification must
be enclosed with the documents mentioned in Clause 2 Article 206 of the Law on
Enterprises, including a decision to shut down the branch/representative office
issued by the owner (if the enterprise is a private enterprise), owner or the
Chairperson of the Board of members or the president (if the enterprise is a
single-member limited liability company), of the Board of members (if the
enterprise is a multi-member limited liability company), the Board of Directors
(if the enterprise is a joint-stock company), or general partners (if the
enterprise is a partnership).
2. Business
Registration Office shall receive the notification, examine the documents,
change the status of the branch/representative office/business location on National
Enterprise Registration Database to “shut down”, and issue a notification of
shutdown of the branch/representative office/business location.
3. The certificate of
registration shall be withdrawn if the branch/representative office/business
location is shut down for 01 year without notifying Business Registration
Office and tax authority. In this case, Business Registration Office shall
issue a notice of violations and request the legal representative of the
enterprise to explain at Business Registration Office. If the legal
representative of the enterprise does not explain within 10 working days from
the date written in the notice, Business Registration Office shall issue a
decision to withdrawn the certificate of registration of the branch/representative
office/business location.
Article 61. Removal of
divided company, consolidating companies, acquired companies
1. Within 03 working
days from the day on which the transferee companies (from a full division),
consolidated company, or acquirer company is granted the certificate of
enterprise registration, Business Registration Office of the province where the
transferor company, consolidating companies, or the acquired company shall
remove them from National Enterprise Registration Database.
2. Business Registration
Office shall also remove branches, representative offices, business locations
of the transferor company, consolidating companies, or the acquired company
from National Enterprise Registration Database.
3. In case the
headquarters of the transferor company, consolidating companies, or the
acquired company is located outside the province where the headquarters of the
transferee companies, consolidated companies, or acquirer company is situated,
Business Registration Office of the latter shall send information to Business
Registration Office of the former to remove the existence of them from National
Enterprise Registration Database.
Article 62. Revocation
of certificate of enterprise registration
1. The cases in which
the certificate of enterprise registration is revoked are specified in Clause 1
Article 211 of the Law on Enterprises and Clause 26 Article 1 of the Law on the
amendments to the Law on Tax administration.
2. Procedures for
revocation of a certificate of enterprise registration under a court’s decision
shall comply with instructions of competent authorities.
3. In
case the act of forging documents in the application for enterprise
registration needs to be investigated as the basis for revocation of the
certificate of enterprise registration as prescribed in Point a Clause 1
Article 211 of the Law on Enterprises, Business Registration Office shall send
a written request for investigation to the police authority. The police authority shall give a
written response to Business Registration Office within 30 working days from
receipt of the written request. If documents in the application for enterprise
registration are forged according to the conclusion given by the police
authority, Business Registration Office shall revoke the certificate of
enterprise registration under the procedures in Clause 1 Article 63 of this
Decree.
Article 63. Procedures
for revocation of certificate of enterprise registration
1. In case the
application for enterprise registration is fraudulent:
If the application for
registration of a new enterprise is found fraudulent, Business Registration
Office shall issue a notice of violations and a decision to revoke the
certificate of enterprise registration.
In case the
application for change of enterprise registration information or notification
of enterprise registration information is found fraudulent, Business
Registration Office shall issue a notice of violations and cancel the changes
that are made according to fraudulent information, restore the certificate of
enterprise registration according to the latest valid documents, and notify a
competent authority.
2. In case an
enterprise is established by an individual or organization banned from
establishing enterprises as prescribed in Clause 2 Article 18 of the Law on
Enterprises:
a) If the enterprise
is a private enterprise or single-member limited liability company owned by an
individual: Business Registration Office where the enterprise is registered
shall issue a notice of violations and a decision to revoke the certificate of
enterprise registration.
b) If the enterprise
is multi-member limited liability company, single-member limited liability
company owned by an organization, joint-stock company, or partnership: Business
Registration Office where the enterprise is registered shall request the
enterprise to replace the member(s) or shareholder(s) banned from establishing
enterprises within 30 days from the date of request. If such member(s) or
shareholder(s) is/are not replaced by the aforementioned deadline, Business Registration
Office shall issue a notice of violations and a decision to revoke the
certificate of enterprise registration.
3. In case an
enterprise violates Point c Clause 1 Article 211 of the Law on Enterprises,
Business Registration Office shall issue a notice of violations and request the
legal representative of the enterprise to explain at Business Registration
Office. If the legal representative of the enterprise does not explain within
10 working days from the date written in the notice, Business Registration
Office shall issue a decision to revoke the certificate of enterprise
registration.
4. In case an
enterprise fails to send reports as prescribed in Point c Clause 1 Article 209
of the Law on Enterprises, within 10 working days from the deadline prescribed
in Point d Clause 1 Article 211 of the Law on Enterprises, Business
Registration Office shall issue a notice of violations and request the legal
representative of the enterprise to explain at Business Registration Office. If
the legal representative of the enterprise does not explain within 10 working
days from the date written in the notice, Business Registration Office shall
issue a decision to revoke the certificate of enterprise registration.
5. In case of
enforcement of a tax decision as prescribed in Clause 26 Article 1 of the Law
on the amendments to the Law on Tax administration, within 10 working days from
the receipt of the request for revocation of the certificate of enterprise
registration issued by the head of the tax authority as prescribed in Clause 31
Article 1 of the Law on the amendments to the Law on Tax administration,
Business Registration Office shall revoke the certificate of enterprise
registration in accordance with the procedures in Clause 3 of this Article.
6. After receiving the
decision to revoke the certificate of enterprise registration, the enterprise
shall initiate procedures for dissolution as prescribed in Article 203 of the
Law on Enterprises.
7. Information about
revocation of the certificate of enterprise registration shall be entered into
National Enterprise Registration Information System and sent to the tax
authority.
Article 64.
Restoration of an enterprise’s legal status after the certificate of enterprise
registration is revoked
Business Registration
Office shall issue a decision to cancel the decision on revocation of the
certificate of enterprise registration and restore the enterprise’s legal
status on National Enterprise Registration Information System in the
following cases:
1. Business
Registration Office determines that the enterprise is not subject to revocation
of the certificate of enterprise registration.
2. Business
Registration Office receives a written request from the tax authority for
restoration of the enterprise’s legal status after the certificate of business
registration is revoked before Business Registration Office updates the
enterprise’s status as “dissolved” on National Enterprise Registration
Information System or within 06 months from the day on which Business
Registration Office issues the decision on revocation of the certificate of
enterprise registration.
Article 65. Following
procedures for registering enterprise dissolution under a court’s decision
The application for
change of enterprise registration information or other information related to
enterprise registration under a court’s decision shall be sent to Business
Registration Office within 15 working days from the effective date of a court’s
decision or judgment. The application must include a legitimat4e copy of the
court’s decision or judgment that is effective.
Chapter VIII. BUSINESS HOUSEHOLD REGISTRATION
Article 66. Business
household
1. Business household
owned by an individual, a group of individuals being Vietnamese citizens from
18 years of age or older, have full civil capacity, or owned by a household may
only register one business location, employs fewer than 10 employees, and take
responsibility for the business operation with all of their property.
2. Households engaged
in agriculture, forestry, aquaculture, salt productions, street vendors,
nomadic businesspeople, and service providers earning low revenues are not
required to registered, except for conditional business lines. The People’s
Committees of provinces shall specify the low revenues applied within their
provinces.
3. Any business
household that hires 10 employees or more must apply for enterprise
registration as prescribed.
Article 67. The right
to establish business households and obligation to register of business
households
1. Every Vietnamese
citizen from 18 years of age or over, has full legal and civil capacity, every
household is entitled to establish business households and has the
responsibility to register business households as prescribed in this Chapter.
2. Each individual and
household mentioned in Clause 1 of this Article may register only one business
household nationwide. The individuals mentioned in Clause 1 of this Article are
entitled to contribute capital and buy shares of enterprises as individuals.
3. Individuals who
establish and contribute capital to a business household must not concurrently
hold the position of owner of a private enterprise, general partner of a
partnership, unless otherwise agreed by the other general partners.
Article 68.
Certificate of business household registration
1. Certificates of
business household registration shall be issued to business households
established and operated under this Decree.
2. The certificate of
business household registration is issued according to information in the
application for business household registration, which is provided by the
business household founder.
3. Information on the
certificate of business household registration is effective from its issuance
date; the business household is entitled to do business from the issuance date
of the business household, except for conditional business lines.
4. Every business
household may receive the certificate of business household registration
directly at business registration authority of the district or pay a charge to
receive it by post.
5. The business
household is entitled to request business registration authority of the
district to provide copies of the certificate of enterprise registration and
pay fees for them.
Article 69. Rules for
business household registration
1. The business
household or its founder shall complete the application for business household
registration and take legal responsibility for the legitimacy, truthfulness,
and accuracy of information provided therein.
2. The business
registration authority of the district is responsible for the legitimacy of the
application for business household registration, not violations of law
committed by the business household or its founder.
3. The business
registration authority of the district is not responsible for settling disputes
between individuals of a business household or between the business household
and other entities.
Article 70. Quantity
of application for business household registration
Each business
household shall submit 01 application to the business registration authority of
the district when applying for business household registration or change of
registration information.
Article 71. Procedures
for business household registration
1. The individual,
group of individuals, or representative of the household shall submit the
application form for business household registration to the business
registration authority of the district where the business location is situated.
Content of application form:
a) Name, address,
phone number, fax number, email address (if any) of the business household;
b) Business lines;
c) Capital;
d) Quantity of
employees;
dd) Full names,
signatures, residences, numbers and dates of issue of unexpired ID cards or
passports of individuals establishing the business household (if the business
household is established by a group of individual) or of the individual (if the
business household is established by a individual), or representative of the
household (if the business household is established by a household).
The application form
must be enclosed with legitimate copies of the unexpired ID cards or passports
of individuals in the business household or representative of the household,
and a legitimate copy of the minutes of meeting of the group of individuals on
establishment of the business household (in case the business household is
established by a group of individuals).
2. When receiving the
application, the business registration authority of the district shall give a
receipt to the applicant and issue the certificate of business household
registration within 03 working days from the receipt of the application if all
of the following conditions are satisfied:
a) The registered
business lines are not prohibited;
b) The name of the
business household is conformable with Article 73 of this Decree;
c) Fees and charges
for registration are fully paid.
If the application is
not satisfactory, within 03 working days from the receipt of the application,
the business registration authority of the district shall inform the applicant
of necessary revisions or supplementation.
3. After 03 working
days from the date of submission of the application for business household
registration, if the certificate of business household registration is not
issued or no request for revision or supplementation of the application is
given, the applicant is entitled to lodge a complaint as prescribed by
regulations of law on complaints and denunciation.
4. In the first week
of every month, the business registration authority of the district shall send
a list of business households registered in the previous month to the tax
authority of the same district, Business Registration Office, and regulatory
agencies of the province.
Article 72. Business
location of business household
Business households,
including those doing nomadic business, must select a fixed location to
register the business household. This location may be the permanent or
temporary residence, the most frequent business location, or the collecting
station. Business households doing mobile business are entitled to do business
outside the registered location. The registered location and the actual
business locations must be notified to the tax authority and market
surveillance authority.
Article 73. Naming
business households
1. Each business
household has its own name, which consists of two elements:
a) The phrase “Hộ kinh
doanh”;
b) The proper name.
The proper name
consists of letters in Vietnamese alphabet, the letters F, J, Z, W, digits, and
symbols.
2. It is prohibited to
use words or symbols that contradict Vietnam’s tradition, history, culture, and
ethics in the business household’s proper name.
3. The business
household’s name must not consists of the phrase “công ty” or “doanh nghiệp”
4. The business
household’s proper name must not coincide with the name of another registered
business household in the same district.
Article 74. Business
lines of business household
1. When applying for
registration of a new business household or change of business household
registration information, the applicant shall write the business lines on the
application for or notification of changes of business household registration
information. The business registration authority of the district shall record
the business lines on the certificate of business household registration.
2. A business
household may start engaging in a conditional business lines from the day on
which all conditions are fulfilled and must maintain the fulfillment of such
conditions throughout its operation. Specialized agencies are in charge of
management of conditional business lines and fulfillment of conditions.
3. In case the
business registration authority of the district receives a notification from
another competent authority that a business household engages in conditional
business lines without satisfying all conditions, the business registration
authority shall request the business household to stop engaging in the
conditional business lines and notify a competent authority to handle the case.
Article 75.
Registration of change of business household registration information
1. When changing
business household registration information, the business household shall
notify the changes to the business registration authority of the district where
it was registered in the following order:
a) The business
household sends a notification of changes of business household registration to
the business registration authority of the district.
b) When receiving the
application, the business registration authority of the district shall give a
receipt and issue the certificate of business household registration within 03
working days from the receipt of the satisfactory application. If the
application is not satisfactory or the business household’s name is not
conformable, the business registration authority shall inform the applicant of
necessary revision/supplementation within 03 working days from the receipt of
the application.
c) When receiving a
new certificate of business household registration in case of changes of
business household registration information, the old certificate must be
returned.
2. In case a business
household is relocated to another district, a notification of relocation shall
be sent to the business registration authority of the district to which the
business household is relocated. The notification must be enclosed with a
legitimate copy of the minutes of meeting of the group of individuals on
relocation (if the business household is established by a group of individual)
and legitimate copies of the unexpired ID cards or passports of the individuals
or the representative of the households.
Within 05 working days
from the issuance date of the certificate of business household registration,
the business registration authority of the district to which the business
household is relocated must send a notification to the business registration
authority of the district where the business household was initially
registered.
Article 76. Suspension
of business household
1. If the suspension
period is from 30 days and longer, the business household must send a
notification to the business registration authority of the district and the
supervisory tax authority. The suspension period must not exceed one year.
2. The notification
must be sent to the business registration authority of the district at least 15
days before the suspension date. When receiving the notification, the business
registration authority of the district shall give a receipt to the person who
submits the notification. Within 03 working days from the receipt of the
satisfactory documents, the business registration authority of the district
shall issue a confirmation of registration of suspension to the business
household.
Article 77. Shutdown
of business household
When a business
household shuts down its operation, it must send a notification and return the
original certificate of business household registration to the business
registration authority of the district where the business household was
registered, settle all outstanding debts, including tax debts, and financial
obligations.
Article 78. Revocation
of certificate of business household registration
1. A business
household shall have its certificates of business household registration
revoked in the following cases:
a) Information
provided in the application for business household registration is fraudulent;
b) Business operation
is not commenced within 06 months from the issuance date of the certificate of
business household registration;
c) The business is
suspended for more than 06 consecutive months without notifying the business registration
authority of the district where the business household was registered;
d) The business
household engages in banned business lines;
dd) The business
household is established by persons banned from establishing business
households;
e) No reports on
business household’s performance are submitted as prescribed in Clause 4
Article 15 of this Decree.
2. If
the information in the application for business household registration is found
fraudulent, the business registration authority of the district shall issue a
notice of violations and a decision to revoke the certificate of business
household registration.
If
the application for changes of business household registration information is
found fraudulent, the business registration authority of the district shall
issue a notice of violations, cancel the changes, restore the certificate of
business household registration according to latest valid documents, and
request a competent authority to handle the case.
3. In case the
business household fails to commence its business within 06 months from the
issuance date of the certificate of business household registration or suspends
its operation for more than 06 consecutive months without notifying the
business registration authority where the business household was registered or
fails to submit business performance reports as prescribed in Clause 4 Article
15 of this Decree, the business registration authority of the district shall
issue a notice of violations and request the representative of the business household
to explain at the office of the business registration authority. If the legal
representative of the enterprise fails to explain within 10 working days from
the date written in the notice, the business registration authority shall issue
a decision to revoke the certificate of business household registration.
4. In case the
business household engages in banned business lines, the business registration
authority of the district shall issue a notice of violations and a decision to
revoke the certificate of business household registration.
5. In case the
business household is established by persons banned from establishing business
households:
a) If the business
household is established by an individual banned from establishing business
households, the business registration authority of the district shall issue a
notice of violations and a decision to revoke the certificate of business
household registration.
b) If the business
household is established by a group of individuals that include the individual
banned from establishing business households, the business registration
authority of the district shall issue a notice of violations and request the
business household to replace such individual within 15 working days from the
date of notice. If the business household fails to replace the banned
individual, the business registration authority of the district shall issue a
notice of violations and a decision to revoke the certificate of enterprise
registration.
Article 79. Reissuance
of certificate of business household registration
1. In
case a certificate of business household registration is lost, damaged, or
otherwise destroyed, the business household may submit an application for
reissuance of the certificate of business household registration to the business
registration authority of the district which issued the original one.
The business
registration authority shall consider reissuing the certificate of business
household registration within 03 working days from the receipt of the
application.
2. In case the
certificate of business household registration was issued improperly, the
business registration authority shall send a notification to request the
business household to complete the documents within 30 days from the
notification date in order to have the certificate of business household
registration reissued. The business registration authority shall issue the
certificate of business household registration within 03 working days from the
receipt of satisfactory documents.
3. When a business
household is issued with a new certificate of business household registration,
the old certificates are no longer effective.
Chapter IX. IMPLEMENTATION
Article 80. Penalties
and rewards
1. Officials who
require enterprise founders to submit additional documents, impose new
procedures or conditions for enterprise registration against this Decree,
harass organizations and individuals in the process of enterprise registration
or during inspection of enterprise registration information shall be dealt with
as prescribed by law.
2. Business
registration authorities and officials who accomplish their missions shall be
rewarded as prescribed.
Article 81. Transition
clauses
1. The Ministry of
Planning and Investment shall provide guidance on transfer of enterprise
registration data at Business Registration Offices and investment registration
authorities to National Enterprise Registration Database.
2. Information on
certificates of business registration and certificates of business registration
and tax registration at Business Registration Offices and business registration
information on investment licenses or certificate of investments (also
certificates of business registration) must be transferred into National
Enterprise Registration Information System .
3. Enterprise registration
information at Business Registration Office and investment registration
authorities are original information about enterprises during the transfer
process.
4. Enterprises issued
with certificates of enterprise registration, certificates of business registration,
certificates of business registration and tax registration, investment
licenses, or certificate of investments (also certificates of business
registration) before the effective date of this Decree shall keep operating
under such certificates and license without having to apply for a certificate
of enterprise registration. Enterprises shall be issued with certificates of
enterprise registration using the new design when applying for changes of
enterprise registration information.
5.
Any enterprise that wishes to replace its certificate of business registration
or certificate of business registration and tax registration with a certificate
of enterprise registration without changing business registration and tax
registration information shall submit an application form enclosed with the
original certificate of business registration and original certificate tax
registration certificate or original certificate of business registration and
tax registration to Business Registration Office in order to be issued with the
certificate of enterprise registration.
6. Any enterprise that
wishes to replace its investment license or certificate of investment (also
certificate of business registration) with a certificate of enterprise
registration without changing business registration information shall submit an
application form enclosed with a legitimate copy of the investment license or
certificate of investment and a legitimate copy of the tax registration
certificate in order to be issued with the certificate of enterprise
registration.
Article 82. Effect
1. This Decree comes
into force from November 01, 2015.
2. This Decree
replaces the Government's Decree No. 43/2010/ND-CP dated April 15, 2010 on
business registration and the Government's Decree No. 05/2013/ND-CP dated
January 09 2013 on amendments to some articles on administrative procedures of
the Decree No. 43/2010/ND-CP.
Article 83.
Responsibility for implementation
Ministers, Heads of
ministerial agencies, Heads of Governmental agencies, Presidents of the
People’s Committees of provinces, and entities regulated by this Decree are
responsible for the implementation of this Decree./.