Nghị định 78/2015/NĐ-CP đăng ký doanh nghiệp
THE GOVERNMENT
——-
SOCIALIST
REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
—————
No. 78/2015/ND-CP
Hanoi, September
14, 2015
DECREE
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;
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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;
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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0906 22 99 66
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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.
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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.
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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
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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;
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(028) 3930 3279
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0906 22 99 66
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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:
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(028) 3930 3279
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0906 22 99 66
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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.
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(028) 3930 3279
DĐ:
0906 22 99 66
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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:
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Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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;
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(028) 3930 3279
DĐ:
0906 22 99 66
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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:
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(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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.
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Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
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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.
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Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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.
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Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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.
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Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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.
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Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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.
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(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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;
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Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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;
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Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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.
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Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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.
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Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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.
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(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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.
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để sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.
Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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
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Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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:
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Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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
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Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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);
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để sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.
Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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);
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Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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.
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Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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.
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để sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.
Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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);
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để sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.
Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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.
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để sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.
Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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;
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để sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.
Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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:
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để sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.
Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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;
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để sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.
Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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.
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để sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.
Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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:
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để sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.
Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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
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Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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:
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Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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);
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Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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.
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Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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.
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Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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
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Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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.
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Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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
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Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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.
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Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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.
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Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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.
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Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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.
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để sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.
Mọi chi tiết xin liên hệ: ĐT:
(028) 3930 3279
DĐ:
0906 22 99 66
Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:
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
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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
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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
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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:
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(028) 3930 3279
DĐ:
0906 22 99 66
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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:
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(028) 3930 3279
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0906 22 99 66
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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.
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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.
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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.
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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.
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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 .
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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./.
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ON BEHALF OF
THE GOVERNMENT
THE PRIME MINISTER
Nguyen Tan Dung
