GOVERNMENT --------------------   No. 78-2015-ND-CP

NATIONAL ASSEMBL SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom – Happiness ------------------------------------------------------------------- 14 September 2015

 

DECREE ON ENTERPRISE REGISTRATION

Pursuant to the Law on Organization of the Government dated 25 December 2001; Pursuant to the Law on Enterprises dated 26 November 2014;

Pursuant to the Law on Investment dated 26 November 2014;

Pursuant to the Law on Tax Management dated 29 November 2006 as amended 20 November 2012; Pursuant to the Law on Credit Institutions dated 16 June 2010;

On the proposal of the Minister of Planning and Investment ["MPI"]1;

The Government hereby issues a Decree on enterprise registration

 

CHAPTER 1

General Provisions

Article 1      Governing scope

This Decree provides detailed regulations on the application file, sequence and procedures for registration of enterprises and of household businesses; and regulates business registration offices ["BRO"] and State administration of enterprise registration.

Article 2      Applicable entities

This Decree applies to the following:

1.       Both  domestic  and  foreign  organizations  and  individuals  conducting  enterprise  registration  in accordance with the law of Vietnam.

2.       Individuals, groups of individuals and family households conducting registration of a household business in accordance with this Decree.

3.       Business registration offices ["BRO"].

4.       Tax offices.

5.       Other organizations and individuals involved in enterprise registration

1              Square brackets contain translator's comments only.

Article 3      Definitions

In this Decree, the following terms are construed as follows:

1.         Enterprise registration means that the person establishing an enterprise registers information about the proposed enterprise, or that an enterprise registers changes or proposed changes of registered enterprise items with the business registration office [BRO] and such information is stored in the national enterprise registration database. Enterprise registration comprises registration to establish an enterprise, registration of a change of a registered enterprise item, and discharge of other obligations to register and provide notices under this Decree.

2.      National system of information about enterprise registration means the system of specialized information about enterprise registration which the Ministry of Planning and Investment ["MPI"] in co-ordination with other relevant State agencies operates in order to send, receive, store and display data and undertake other professional work of processing data, servicing the work of registering enterprises.

3.         National  enterprise  registration  portal  means  the  electronic  information  portal  to  be  used  by organizations and  individuals  to  conduct  online  enterprise  registration  electronically, to  access information about enterprise registration, to announce [publish] registered enterprise items, and to service the work of the business registration office [BRO] in issuing enterprise registration certificates [ERCs].

4.         National enterprise registration database means the collection of data on enterprise registration throughout the whole country. Information in any enterprise registration file and information about the legal status of the enterprise as stored on this database has legal validity as original information about such enterprise.

5.         Online enterprise registration means that the person establishing the enterprise or the enterprise itself registers the enterprise via the national enterprise registration portal.

6.         Application file for online enterprise registration means a file for enterprise registration lodged online via the national enterprise registration portal, and includes data the same as required for a paper file but converted into electronic format; and this file has the same legal validity as a file for enterprise registration with data in paper form.

7.         Electronic data [e-data] means data generated online or scanned from a paper document and expressed in ".doc" or ".pdf" form and which expresses in an accurate and complete manner the entire contents of the paper document.

8.         Public digital signature means the form of electronic signature defined in the law on digital signatures and digital signature certification services.

9.         Business registration account means an account generated by the national system of information on enterprise registration to issue to an organization or individual in order to undertake online enterprise registration. This account is used to authenticate the online enterprise registration file where the person establishing the enterprise or the enterprise itself does not use a public digital signature.

10.       Valid copy means a document in an enterprise registration file which is a copy issued from the original, or a copy certified as a copy from the original by a competent agency or organization, or a copy which has been compared with the original.

11.     Digitization of a file means scanning current data in the form of a paper document and converting information in such paper form into electronic [digital] format.

12.     Standardization of data means taking the steps of reviewing, comparing, supplementing and revising information about registration of enterprises and their operational status on the national enterprise registration database.

Article 4      Principles for resolution of procedures for enterprise registration

1.       The  person establishing an  enterprise or  the  enterprise itself  must make a  declaration in  the application file for enterprise registration and is legally liable for the lawfulness, truthfulness and accuracy of the information declared in such file. If an enterprise has multiple legal representatives, then the signature of each representative in the application file for enterprise registration shall have equal legal validity.

2.       The BRO is liable for the validity of application files for enterprise registration but is not liable for any breaches by a person establishing an enterprise or the enterprise itself.

3.       The BRO shall not resolve disputes between members and shareholders of a company with each other or with other organizations and individuals [entities], or between an enterprise with other organizations and individuals.

Article 5      Right to establish enterprise, and obligation of person establishing an enterprise to conduct enterprise registration [in accordance with law]

1.       Organizations and individuals [entities] have the right to establish an enterprise in accordance with law, which right is protected by the State.

2.       The person establishing an enterprise or the enterprise itself has the obligation to conduct enterprise registration in accordance with this Decree and other relevant legal instruments.

3.       It is strictly prohibited for the BRO or any other agency to cause difficulties for entities while such BRO or agency is receiving the application file for and resolving enterprise registration.

4.       Ministries, ministerial equivalent agencies and all level people's councils and people's committees must not issue regulations on enterprise registration for specific application within their respective branches or localities. Any provision on enterprise registration which was issued by a ministry, ministerial equivalent agency, people's council or people's committee and which is contrary to the provisions  in  this  clause  shall  no  longer  be  valid  as  from  the  effective  date  of  this  Decree [1 November 2015].

Article 6      Letter requesting enterprise registration, and enterprise registration certificate

1.       MPI stipulates the standard forms for an enterprise registration certificate [ERC] and for the letter requesting enterprise registration, which are uniformly applicable nationwide.

2.       An ERC shall be issued to any enterprise established and operating pursuant to the  Law on Enterprises. The contents prescribed in article 29 of the Law on Enterprises shall be recorded on the ERC on the basis of the information in the application file for enterprise registration. The ERC is concurrently the tax registration certificate of the enterprise. The ERC is not a business licence.

3.         If an ERC, or a certificate of registration of the operation of a branch or representative office, or the certificate of registration of a business location which is stored in the form of e-data in the national enterprise registration database has items which are different from those in the document in paper form of any such certificates, then the certificate with legal validity shall be the certificate which correctly records items in the application file for enterprise registration.

Article 7      Recording business lines

1.       The person establishing the enterprise or the enterprise itself shall, when registering establishment of the enterprise, when notifying an addition or change of business line or when requesting exchange [of the current certificate] for an ERC, select a Level 4 business line from the system of economic branches of Vietnam2 in order to record same on the request for an ERC, on the notice of change of registered enterprise items or on the request to exchange for an ERC. The BRO shall guide, compare and enter the business line of the enterprise in the national enterprise registration database.

2.       The specific contents of Level 4 economic sub-lines shall be recorded in accordance with the

Decision on the system of economic branches of Vietnam issued by MPI.

3.       Any conditional business line as prescribed in another legal instrument shall be recorded [on the

ERC] in accordance with the business line prescribed in such legal instrument.

4.       Any conditional business line not appearing in the system of economic lines but is prescribed in another legal instrument shall be recorded in accordance with the business line prescribed in such other legal instrument.

5.       Any business line not appearing in the system of economic lines and not prescribed in another legal instrument shall be acknowledged by the BRO on the national enterprise registration database so long as it is not a prohibited line of business, and at the same time the BRO shall request MPI (Statistics Department) to consider adding such new business line.

6.       An enterprise wishing to register a business line in more detail than the Level 4 business line must still select a business line from the Level 4 economic sub-lines and then record the further details below same, ensuring that the details comply with the Level 4 business line selected. In such case, the business line of the enterprise shall be the detailed business line which the enterprise has so recorded.

7.       The recording of business lines as prescribed in clauses 3 and 4 above shall be implemented in accordance with clause 6 above, in which a detailed business line shall be recorded in accordance with the business line prescribed in specialized branch law.

8.         An enterprise has the right to conduct business in a conditional business investment line as from the date it satisfies all conditions prescribed by law, and must ensure that it satisfies such conditions throughout its entire operational process. State administration of conditional business investment lines and inspection of compliance by enterprises with such conditions falls within the jurisdiction of specialized branch agencies under specialized branch law.

9.       When the BRO receives an official letter from an authorized agency advising that an enterprise is conducting business in  a  conditional business investment line  without satisfying the  conditions prescribed by law, the BRO shall issue a notice requiring the enterprise to suspend such line. If the enterprise fails to suspend business in such line as requested, then the BRO may require it to report pursuant to article 209.1(c) of the Law on Enterprises, and if the enterprise fails to so report, then the BRO shall revoke its ERC pursuant to article 211.1(d) of the Law on Enterprises.

Article 8      Enterprise code number, enterprise subsidiary code number, and business location code number

 

1.       Each enterprise shall be issued with one unique code number which shall be called its enterprise code number. This number shall also be the tax code of the enterprise.

2.       The enterprise code number shall exist throughout the entire operational process of the enterprise, and shall not be issued to any other entity. When an enterprise terminates its operation, its tax code shall be invalidated.

3.       Enterprise code numbers shall be automatically generated, sent and received via the national information system on enterprise registration [and/or] the information system on tax registration, and shall be recorded on ERCs.

4.       State administrative agencies shall uniformly use enterprise code numbers in order to manage and exchange information about enterprises.

5.       Enterprise subsidiary code numbers shall be issued for the branches, representative offices and business locations of the enterprise.

6.       The code number of a business location shall comprise five digits from 00001 to 99999. This code number is not the tax number of the business location.

7.       If the tax code number of an enterprise or its branch or representative office is no longer valid because of a breach of the law on tax, then such enterprise or its branch or representative office is no longer permitted to use such tax code number in economic transactions as from the date the tax office provides public notification of termination of validity of such number.

8.         Any branch or representative office which was established prior to the effective date of this Decree but does not have an enterprise subsidiary code number should directly contact the tax office for issuance of a 13 digit tax code and thereafter conduct procedures to change registered operational items at the BRO in accordance with regulations.

9.       Applicable to any enterprise established and operating in accordance with an investment licence or investment certificate (concurrently the business registration certificate), the enterprise code number shall be the tax code number which the tax office issued to such enterprise.

Article 9      Number of sets of application file for enterprise registration

1.       The person establishing the enterprise or the enterprise itself shall lodge one set of its application file when conducting enterprise registration.

2.       The BRO is not permitted to request the person establishing the enterprise or the enterprise itself to lodge any additional file or documents other than those required by regulations in the application file for enterprise registration.

 

Article 10    Documents for personal identification in application file for enterprise registration

1.       A Vietnamese citizen must provide his or her unexpired citizen's card, people's identify card or passport.

2.       A foreigner must provide his or her unexpired passport or document in lieu of passport.

Article 11    Delegation of authority to conduct procedures for enterprise registration

If the person establishing the enterprise or the enterprise itself delegates authority to another entity to conduct procedures to register the enterprise, then the proxy, when conducting such procedures, must lodge a copy of one of the documents for personal identification prescribed in article 10 above, together with:

1.       Valid copy services contract between the person establishing the enterprise and/or the enterprise itself on the one hand and the service provider who will conduct the procedures for enterprise registration on the other hand, and also a letter of introduction from the service provider to the person who will directly conduct such procedures; or

2.       Power of attorney in accordance with law to the person who will conduct procedures for enterprise registration.

Article 12    Issuance of enterprise registration in accordance with back-up procedures

1.       Issuance of  enterprise registration via back-up procedures means issuance other than  via the national system of information about enterprise registration.

2.         The BRO and the tax office shall co-ordinate to resolve procedures to issue enterprise registration via back-up procedures by rotating application files in paper form.

3.       Depending on the forecast time needed to remedy any breakdown or to upgrade the national system of information about enterprise registration, and except in a case of force majeure, MPI shall provide advance notice of such forecast time to all BROs to issue enterprise registration using back-up procedures.

4.       BROs shall, within fifteen (15) business days after they have issued enterprise registrations via back-up procedures, update data  and  new information issued to  enterprises onto  the  national enterprise registration database.

CHAPTER 2

Duties and Powers of Business Registration Offices and State Administration of Enterprise

Registration

 

Article 13    Business registration office [BRO]

1.         Business registration offices are organized at the level of cities and provinces under central authority (abbreviated to provincial level) and at the level of districts, townships and towns under provincial authority (abbreviated to district level) and comprise:

(a)     At the provincial level: The BRO under the Department of Planning and Investment (hereinafter abbreviated to business registration office or BRO).

A BRO may arrange other locations to receive applications and provide results which shall be subsidiaries of such BRO in different locations throughout the province.

Hanoi City and Ho Chi Minh City may establish one or two additional BROs which shall be numbered consecutively. The provincial [municipal] people's committee shall make a decision on establishment of any additional BRO, after reaching agreement with MPI.

(b)     At the district level: The planning and financial office under the district people's committee shall carry out registration of household businesses as prescribed in article 15 of this Decree (hereinafter abbreviated to district business registration office or DBRO).

2.       BROs shall have their own bank accounts and seals.

Article 14    Duties and powers of business registration office [BRO]

1.       To directly receive application files for enterprise registration and to consider their validity, and to issue or refuse to issue ERCs to enterprises.

2.       To co-ordinate in the formulation, management and operation of the national system of information about enterprise registration, and to standardize data on registration of enterprises in the locality and update it onto the national system of information about enterprise registration.

3.       To provide information about enterprise registration kept on the national system of information about enterprise registration and which is within the scope of local management, to the provincial people's committee, the local tax Division, relevant [State] agencies and to entities who request same.

4.       To require enterprises to report on their compliance with provisions of the Law on Enterprises as prescribed in article 209.1(c) of such Law.

5.       To directly inspect, or to request the authorized State agency to inspect enterprises on the basis of the items in their application files for enterprise registration; to provide guidance to DBROs on the sequence and procedures for household business registration; and to provide guidance to enterprises and people establishing enterprises on the sequence and procedures for enterprise registration.

 

6.       To request an enterprise to temporarily suspend business as prescribed in article 7.9 of this Decree.

7.       To revoke the ERC of an enterprise in the cases prescribed in article 62.1 of this Decree.

8.       To register all the various forms stipulated by law.

Article 15    Duties and powers of district business registration office [DBRO]

1.       To directly receive application files for registration from household businesses and to consider their validity, and to issue or refuse to issue household business registration certificates.

2.       To co-ordinate in the formulation, management and operation of an information system on household businesses operating within the locality; and to report periodically to the district people's committee, to the BRO and the district tax office on registration status of household businesses within the locality.

3.       To directly check, or request the competent State authority check household businesses within the locality in  accordance with the  contents of  their  application files  for  registration, and  to  guide household businesses and persons establishing same on the requisite application file, sequence and procedures for registration.

4.       To require household businesses to report on their business status when necessary.

5.       To require a business household to temporarily suspend business in a conditional line of business upon discovery that such household business fails to fully satisfy the conditions.

6.       To revoke the registration certificate of a household business in the cases prescribed in article 78.1 of this Decree.

7.       To register all the various forms stipulated by law.

Article 16    State administration of enterprise registration

1.       MPI shall:

(a)     Issue  in  accordance  with  its  authority,  or  submit  to  the  authorized  level  for  issuance,  legal instruments on enterprise registration and household business registration, guidelines on professional and technical matters, standard forms, and reporting regimes servicing the work of such registration including online registration;

 

(b)     Provide guidance, professional training and development on enterprise registration for staff carrying out registration work and for other entities which so request; and to activate, guide, monitor and inspect registration of enterprises;

(c)     Make public registered enterprise items; and provide information about registered enterprise items, legal status and financial statements of enterprises archived on the national enterprise registration database to relevant Government agencies and to entities who request same;

(d)     Guide BROs to standardize local enterprise registration data and to update it onto the national system of information about enterprise registration;

(dd)   Organize formulation and administration of the national information system on enterprise registration and guide arrangement of funding for operation of such system within the locality;

(e)     Preside over co-ordination with the Ministry of Finance in interconnecting the information system on enterprise registration with the information system on tax;

(g)     Issue  an  enterprise  information  newsletter  for  publication  of  information  about  registration  of enterprises and about the establishment of branches and representative offices of enterprises on a nationwide basis;

(h)     Conduct international co-operation in the enterprise registration sector.

2.       The Ministry of Finance shall:

(a)     Co-ordinate with MPI in interconnecting the national information system on enterprise registration with the information system on tax, aimed at providing enterprise code numbers, enterprise subsidiary code numbers and business location code numbers to facilitate enterprise registration and exchange of information about enterprises;

(b)     Preside over co-ordination with MPI in guiding the regime on collection, payment, management and use of fees for enterprise registration, for household business registration, for registration of establishment of branches and operation of representative offices and business locations, and for provision of information and publication of registered enterprise items.

3.       The Ministry of Public Security shall co-ordinate with other relevant ministries and branches in guiding how to identify fraudulent declarations in application files for registration of enterprises.

4.       Ministries and ministerial equivalent and Government agencies are responsible, within the scope of their respective functions and duties, to guide implementation of the law regarding business conditions, to inspect compliance with business conditions and to deal with any breaches thereof; to review and  announce on  their  websites the  lists  of  conditional business investment lines  and business conditions under the scope of State administration and to send same to MPI to upload onto the national enterprise registration portal.

5.       Provincial people's committees shall arrange sufficient manpower, funding and other resources to ensure BROs fulfil their duties and exercise their powers as prescribed in this Decree.

CHAPTER 3

Registration of Enterprise Name

Article 17    Identical names and names causing confusion

1.       The person establishing an enterprise or the enterprise itself is not permitted to give a name to the enterprise which is identical to or which causes confusion with an already registered enterprise name anywhere in the country and already on the national enterprise registration database, except where the latter enterprise has dissolved or there is an effective court decision declaring it bankrupt.

2.       There is deemed to be confusion with the name of another enterprise in the following cases: (a)     The cases prescribed in article 42.2 of the Law on Enterprises;

(b)     The discrete name of the enterprise [requesting registration] is identical to the discrete name of another registered enterprise.

3.       The foreign language name of an enterprise requesting registration must not be identical with the foreign language name of an already registered enterprise. The abbreviated name of an enterprise requesting registration must not be identical with the abbreviated name of an already registered enterprise. The prohibition on identical names stipulated in this clause applies nationwide, except where an enterprise has dissolved or there is an effective court decision declaring it bankrupt.

4.       Enterprises operating in accordance with an investment licence or investment certificate which is concurrently the  business  registration certificate and  with  an  identical  name  or  name  causing confusion with that of an enterprise registered in the national enterprise registration database, is not mandatorily required to register a change of name.

5.         Enterprises with identical names or names causing confusion are encouraged to reach agreement with each other on registering a change of name or an additional place name so as to distinguish their names.

Article 18    Other matters relevant to naming of enterprises

 

1.       The name of an enterprise comprises two (2) components: (a)     Type of enterprise;

(b)     Discrete name of the enterprise.

2.       Enterprises should, prior to registering their names, consult the list of registered enterprises kept on the national enterprise registration database.

3.       The BRO has the right to agree or to refuse to agree that the proposed name for registration of an enterprise complies with law, and such decision shall be the final decision.

4.       Enterprises operating in accordance with an investment licence or investment certificate which is concurrently the business registration certificate shall continue to use their registered name and are not required to register a change of name.

Article 19    Dealing with cases where the name of an enterprise infringes regulations on industrial property

1.       Use of a protected trade [commercial] name, trademark or geographical indication of another entity to form the discrete name of an enterprise is prohibited, except with the approval of the owner of such protected property. People establishing enterprises may, prior to registering the enterprise name, consult the list of registered trademarks and geographical indications on the database of same kept by the State authority for intellectual property.

2.       Grounds for determining whether the name of an enterprise infringes industrial property rights are stipulated in the law on intellectual property.

An enterprise which gives itself a name which infringes industrial property rights shall be legally liable for same. If the name of an enterprise infringes industrial property rights then such enterprise must register a change of name.

3.       An industrial property owner has the right to request the BRO to require an enterprise with a name which infringes the former's industrial property rights to change the name for compliance. The industrial property owner is obliged to provide the BRO with the necessary data prescribed in clause 4 below.

4.       The BRO shall, on receipt of a notice from an owner alleging infringement of its industrial property rights, issue a notice requiring the infringing enterprise to change its name. A notice from an industrial property owner must enclose:

(a)     Photocopy of written conclusion from the authorized agency that use of the enterprise name is an infringement of industrial property rights;

 

(b)     Valid copy of the certificate of registration of the trademark or geographical indication, and extract from the national register of trademarks and geographical indications issued by the State authority for industrial property rights; or valid copy of the certificate of international registration of a trademark protected in Vietnam, issued by the State authority for industrial property rights.

5.       The BRO shall, within ten (10) days after receipt of the documents prescribed in clause 4 above, issue a notice requiring the infringing enterprise to conduct procedures to change its name within two (2) months after the date of issuance of the notice. If the enterprise fails to change its name by expiry of such time-limit, the BRO shall report to the authorized State agency to deal with the breach in accordance with the law on industrial property.

6.       If the authority competent to deal with infringement issues an administrative penalty applying the measure of compulsory change of name of the enterprise or compulsory elimination of the offending component in such name, but the offender fails to comply with same within the stipulated period, then the  authority  concerned  shall  notify  the  BRO  to  require  the  enterprise  to  report  pursuant  to article 209.1(c) of the Law on Enterprises. If the enterprise fails to send such report, then the BRO shall revoke the ERC of the enterprise pursuant to article 211.1(d) of the Law on Enterprises.

7.       MPI and the Ministry of Science and Technology shall provide detailed guidelines for implementation of this article.

Article 20    Names of branches, representative offices and business locations

1.       The name of a branch, representative office or business location must comply with article 41 of the Law on Enterprises.

2.       The name of a branch, representative office or business location may, in addition to its Vietnamese name, also register a foreign language name and an abbreviated name.

3.       The discrete name of a branch, representative office or business location of an enterprise is not permitted to use the words 'company' or 'enterprise'.

4.       Any State enterprise which converts to become a dependently accounting subsidiary as a result of restructuring requirements is permitted to retain the original name of the State enterprise as it was prior to the restructure.

CHAPTER 4

Application File, Sequence and Procedures for Enterprise Registration and for Registration of Operation of Branches, Representative Offices and Business Locations

 

Article 21    Application file for enterprise registration by private enterprise

1.       Request for enterprise registration.

2.       Valid copy of one of the lawful documents of personal identification of the owner of the private enterprise as stipulated in article 10 of this Decree.

Article 22    Application file for enterprise registration by multiple member LLC, shareholding company or partnership

1.       Request for enterprise registration.

2.       Company [or partnership] charter.

3.       List  of  members  of  the  multiple  member  LLC,  of  partners  of  the  partnership, or  of  founding shareholders and foreign investor shareholders of the shareholding company. List of authorized representatives of foreign shareholders being organizations.

4.       Valid copies of the following documents:

(a)     One of the documents for personal identification stipulated in article 10 of this Decree if the person establishing the enterprise as an individual;

(b)     Copy establishment decision or ERC or other equivalent document, and one of the documents for personal  identification  stipulated  in  article 10  of  this  Decree  in  the  case  of  an  authorized representative and the corresponding letter of authorization if the person establishing the enterprise is an organization;

(c)     Investment registration certificate if the enterprise is being established by a foreign investor (or if the foreign investor or an economic organization with foreign capital is participating in the establishment) as prescribed in the Law on Investment and its implementing guidelines.

Article 23    Application file for enterprise registration by single member LLC

1.       Request for enterprise registration.

2.       Company charter.

3.       Valid copy of one of the documents for personal identification as stipulated in article 10 of this Decree of the authorized representative if the managerial structure of the single member LLC is organized in accordance with article 78.1(a) of the Law on Enterprises;

 

List of authorized representatives, and a valid copy of one of the documents for personal identification prescribed in article 10 of this Decree for each such representative if the managerial structure of the single member LLC is organized in accordance with article 78.1(b) of the Law on Enterprises.

4.       Valid copies of the following documents:

(a)     One of the documents for personal identification as stipulated in article 10 of this Decree of the company owner if he or she is an individual;

(b)     Establishment decision or ERC or other equivalent document, and charter or other equivalent data of the company owner if such owner is an organization (except where the company owner is the State);

(c)     Investment registration certificate if the enterprise is being established by a foreign investor (or if the foreign  investor  or  an  economic organization with  foreign  owned  capital  is  participates in  the establishment) as prescribed in the Law on Investment and its implementing guidelines.

5.       Letter of authorization from the company owner to the authorized representative of the owner if the owner is an organization.

Article 24    Application  file  for  enterprise  registration  by  company  established  on  basis  of  division, separation or consolidation, and by merged company

1.       In the case of division of  an LLC or  shareholding company, the application file for enterprise registration of the newly established companies must also contain, in addition to the documents required by articles 22 and 23 above, the resolution on division of the company in accordance with article 192 of the Law on Enterprises, valid copy minutes of meeting of the members' council (in the case  of  a  multi-member  LLC)  or  of  the  general  meeting  of  shareholders  (in  the  case  of  a shareholding company) regarding division of the company, and valid copy ERC or other equivalent document of the company being divided.

2.       In the case of separation of an LLC or shareholding company, then in addition to the documents prescribed in articles 22 and 23 above, the application file for enterprise registration of a separated company must also contain the resolution on separation prescribed in article 193 of the Law on Enterprises, valid copy minutes of meeting of the members' council (for a multi-member LLC) or of the general meeting of shareholders (for a shareholding company) regarding separation of the company, and a valid copy ERC or other equivalent document of the company being separated.

3.         In the case of consolidation of a number of companies into a new company, the application file for enterprise registration of the consolidated company must also contain, in addition to the documents prescribed in articles 22 and 23 above, the documents prescribed in article 194 of the Law on Enterprises and valid copy ERCs or other equivalent documents of the consolidating companies.

4.       In the case of merger of one or more companies into another company, the application file for enterprise registration of the merged company must also contain, in addition to the documents prescribed in Chapter 6 of this Decree, the documents prescribed in article 195 of the Law on Enterprises and valid copy ERCs or other equivalent documents of the merging companies and of the merged company.

Article 25    Application file for enterprise registration in cases of enterprise conversion

1.       Where a single member LLC converts to become a multiple member LLC, the application file for registration of conversion shall comprise:

(a)     Request for enterprise registration;

(b)     Charter of the converted company in accordance with article 25 of the Law on Enterprises;

(c)     List of members and valid copy of one of the documents for personal identification as stipulated in article 10 of this Decree of the company members who are individuals, and valid copy ERCs or equivalent documents of the company members which are organizations;

(d)     Transfer contract or document proving completion of the transfer, or donation contract if the company owner transfers or donates a part of the charter capital to an individual or another organization; and decision of the company owner on raising additional capital contributions if the company raises such additional capital contribution portions from other individuals or organizations.

2.       Where a multiple member LLC converts to become a single member LLC, the application file for registration of conversion shall comprise:

(a)     Request for enterprise registration;

(b)     Charter of the converted company in accordance with article 25 of the Law on Enterprises;

(c)     Valid copy of one of the documents for personal identification as stipulated in article 10 of this Decree if the owner is an individual, or valid copy establishment decision or ERC or equivalent document if the owner is an organization;

(d)     Valid copy of one of the documents for personal identification as stipulated in article 10 of this Decree of the authorized representative if the managerial structure of the single member LLC is organized in accordance with article 78.1(a) of the Law on Enterprises;

List of authorized representatives, and a valid copy of one of the documents for personal identification prescribed in article 10 of this Decree for each such representative if the managerial structure of the single member LLC is organized in accordance with article 78.1(b) of the Law on Enterprises. Letter of authorization from the owner to a proxy if the company owner is an organization.

(dd)   Contract of transfer of capital contribution portion in the company or documents proving completion of the transfer;

(e)     Decision and valid copy minutes of meeting of the members' council of the multiple member LLC on conversion of its company form.

3.       In the case of conversion of a private enterprise to become an LLC, the application file for registration of conversion shall comprise:

(a)     Request for enterprise registration;

(b)     Charter of the converted company in accordance with article 25 of the Law on Enterprises;

(c)     List of creditors and amounts of unpaid debts including taxes and the time-limits for payment; list of current employees; and list of unliquidated contracts;

(d)     List of members in accordance with article 26 of the Law on Enterprises in the case of conversion into a multi-member LLC; and valid copies of one of the documents for personal identification as stipulated in article 10 of this Decree for members of the company who are individuals, and valid copy ERCs or equivalent documents of members who are organizations;

(dd)   Undertaking from the owner of the private enterprise to be personally liable to the full extent of his or her entire assets for all unpaid debts of the private enterprise, and an undertaking to make full payment of all debts when they fall due;

(e)     Written agreements from parties to unliquidated contracts agreeing that the converted LLC may take over and perform such contracts

(g)     Written undertaking from the owner of the private enterprise, or agreement between such owner and other capital contributing members to continue to employ current employees of the private enterprise.

4.       In the case of conversion of an LLC to become a shareholding company and vice versa, the application file for registration of conversion shall comprise:

(a)     Request for enterprise registration;

(b)     Charter of the converted company in accordance with article 25 of the Law on Enterprises;

(c)     Decision of the company owner, or decision and valid copy minutes of the members' council or general meeting of shareholders regarding conversion of the company;

 

(d)     List of members or list of founding shareholders or of ordinary shareholders being foreign investors and valid copy other documents required by articles 22.4 and 23.4 of the Law on Enterprises;

(dd)   Contract of transfer of capital contribution portion or documents proving completion of the transfer or agreement on contribution of investment capital.

5.       Conversion of enterprise type in a case of receipt of an inheritance shall be implemented as stipulated in the provisions applicable to conversion of enterprise type, except that the requirement for the contract of transfer or documents proving completion of the transfer shall be replaced by a requirement for a document certifying the lawful right of inheritance.

Article 26    Application file, sequence and procedures for enterprise registration by credit institution

1.       The application file, sequence and procedures for enterprise registration by a credit institution or its subsidiary units, and for notification of establishment of business locations of credit institutions shall be implemented in accordance with the provisions of this Decree applicable to the particular type of enterprise, and application files must include a valid copy licence or letter of consent issued by the State Bank of Vietnam.

2.         If the State Bank appoints the representative of a credit institution placed under special control, then the application file for replacement of the [current] legal representative shall be implemented in accordance with article 43 of this Decree, and there must also be a valid copy decision of the State Bank appointing the representative to the credit institution, such decision of the State Bank to replace the requirement for [the following which are not required:] decision of the company owner in the case of a single member LLC; decision and valid copy minutes of the member's council in the case of a multiple member LLC; the decision and valid copy minutes of meeting of the general meeting of shareholders or decision and valid copy minutes of the board of management in the case of a shareholding company.

3.       If the State Bank directly participates or appoints another credit institution to participate in capital contribution or purchase of shares in a credit institution placed under special control, then the application file for registration of a change in the registered enterprise items shall be implemented in accordance with the corresponding provisions in this Decree, and there must also be a valid copy decision of the State Bank [on capital contribution or purchase of shares etc.], such decision of the State Bank to replace the requirement for [the following which are not required:] decision of the company owner in the case of a single member LLC; decision and valid copy minutes of the member's council in the case of a multiple member LLC; decision and valid copy minutes of meeting of the general meeting of shareholders or decision and valid copy minutes of the board of management in the case of a shareholding company.

 

Article 27    Receiving and processing application file for enterprise registration

1.       The enterprise or the person establishing the enterprise or his or her authorized representative shall lodge the application file prescribed in this Decree with the BRO in the locality where the enterprise [proposes to] establish its head office.

2.       The application file shall be received in order to upload information onto the national information system on enterprise registration when:

(a)     It contains all the documentation required by this Decree;

(b)     The name of the enterprise has been filled in on the request form for enterprise registration or in the request form for registration of a change in registered enterprise items or in the notice of change of registered enterprise items;

(c)     There is a contact address for the person lodging the file; (d)     All fees for enterprise registration are paid.

3.       After accepting an application file, the BRO shall issue a receipt to the person lodging same.

4.       After handing over a receipt for the application file, the BRO shall fully and accurately upload information in such file onto the national information system on enterprise registration, and check the validity of the file and its contents and after standardizing same shall enter them into the above- mentioned system.

Article 28    Deadline for issuance of enterprise registration certificate [ERC] and certificate of change of registered enterprise items

1.       The BRO shall, within three (3) business days after receiving a valid application file, issue an ERC or a certificate of registration of change of registered enterprise items.

2.       If the application file is invalid, or if the enterprise name requested to be registered is incorrect in terms of the regulations, then the BRO shall, within three (3) days after receiving the application file, provide notice in writing of what needs to be amended or supplemented to the person establishing the  enterprise  or  to  the  enterprise  itself.  The  BRO  must  record  all  the  requirements  for  an amendment or addition regarding each application file lodged, in the one notice requiring changes or additions to such application file for enterprise registration.

3.       If a person establishing an enterprise has not, on expiry of the above-mentioned deadline, received the ERC or certificate of registration of change of registered enterprise items; or if the changes have not been recorded on the national enterprise registration database; or if the person establishing the enterprise or the enterprise itself has not received a notice requiring amendment to the application file for enterprise registration on expiry of the above-mentioned deadline, then such person or the enterprise  has  the  right  to  make  a  complaint  in  accordance with  the  law  on  complaints and denunciations.

Article 29    Issuance of ERC

1.       An  enterprise  shall  be  issued  with  an  ERC  when  it  satisfies  all  the  conditions  prescribed  in article 28.1 of the Law on Enterprises.

2.       An enterprise may receive its ERC directly at the BRO or it may register and pay fees to receive it in the post.

3.       Information in an ERC has legal validity as from the date the BRO issues such certificate. An enterprise has the right to conduct business activities as from the date of issuance of its ERC, unless it operates in a business line with investment business conditions.

4.       Enterprises have the right to request the BRO to issue copies of their ERCs on payment of the stipulated fees.

Article 30    Standardization of data and updating enterprise registration data

1.       If  the  contents of  an ERC or  certificate of  receipt of  changed enterprise registered items are inconsistent with the contents of the application file, then the BRO must notify and guide the enterprise to rectify such information [contents] or the BRO shall itself directly rectify such information [contents] in accordance with regulations.

2.       If information [contents] about enterprise registration in the national enterprise registration database is missing or is inconsistent with the contents in the ERC or in the paper application file for enterprise registration due to a fault during the data transfer process, then the BRO shall guide the enterprise to amend and update such information [contents] or the BRO shall itself directly amend and update such information [contents] in accordance with regulations.

3.       An enterprise is responsible to update and/or amend information being its telephone number and email address when it changes its registered enterprise items.

4.       The BRO shall, in accordance with an annual plan, undertake the work of standardization of data, digitization of files, and transfer of data in application files for enterprise registration prior to the effective date of this Decree.

5.       MPI shall provide detailed guidelines for implementation of this article.

Article 31    Providing information about registered enterprise items

 

1.       The BRO must, within five (5) business days after issuing an ERC or certificate of change of registered items, send information about such ERC or change to the tax office, statistics office, labour management office and social insurance office. These four offices are obliged to use the information so provided and must not require an enterprise to supply information which the BRO has already sent them.

2.       A BRO shall each month send a list with information about enterprises which were registered in the previous month to the same level agencies managing specialized branches and also to people's committees of district, townships and provincial townships where the enterprises have their headquarters.

3.       Provision and exchange of information about enterprise registration between BROs and other State administrative authorities may be conducted electronically or by sending written files.

4.       Any entity may request information be provided to it about registered enterprise items and about the legal status and financial statements of an enterprise via the national enterprise registration information portal, or directly at a BRO or at MPI on payment of the stipulated fees.

Article 32    Fees and charges for enterprise registration

1.       The  person  establishing an  enterprise or  the  enterprise itself  must  pay  fees  and  charges  for enterprise registration when lodging the application file, which fees and charges may be paid directly to the BRO or remitted into the latter's account or the person establishing the enterprise or the enterprise itself may use service provider to pay electronically [e-payment]. Fees and charges for enterprise registration are not refundable if the enterprise is not issued with an ERC.

2.       The national enterprise registration portal shall assist e-payment of fees and charges, but any fees paid to service providers shall not be included in the fees and charges for enterprise registration, for provision of information about enterprise registration or for announcement of registered enterprise items.

3.       If an error is discovered during e-payment, the online payer should contact the payment service provider to resolve same.

4.       The Ministry of Finance shall preside over coordination with the MPI to issue guidelines on the amount of fees and charges payable and on the use of fees and charges collected for enterprise registration, for household business registration, for provision of information about registered enterprises and for announcement of registered enterprise items, ensuring that a part of such fees collected are apportioned to cover operational expenses of BROs.

Article 33    Registration of operation of branches and representative offices, and notices of establishment of business locations

1.       Application file for registration of operation of a branch or representative office:

An enterprise must, on registering operation of its branch or representative office, forward a notice about such establishment to the BRO in the locality where the branch or representative office is proposed to be established, such notice to contain the following particulars:

(a)     Enterprise code number;

(b)     Name and head office address of the enterprise;

(c)     Name of the branch or representative office proposed to be established; (d)     Address of location of the branch or representative office;

(dd)   Contents and operational scope of the branch or representative office; (e)     Information about tax registration;

(g)     Full name, residential address, number of people's identity card, passport or other lawful personal identification as prescribed in article 10 of this Decree of the person who will act as head of the branch or representative office;

(h)     Full name and signature of the legal representative of the enterprise.

The notice prescribed in this clause must be accompanied by:

-           Decision  together  with  valid  copy  minutes  of  meeting  on  establishment  of  the  branch  or representative office of the members' council for a multi-member LLC, or of the company owner, or of the members' council or company chairman of a single member LLC, or of the board of management of a shareholding company, or of the partners in the case of a partnership;

-           Valid copy of the decision appointing the person who will act as head of the branch or representative office;

-        Valid copy of one of the documents on personal identification as prescribed in article 10 of this Decree of the person who will act as head of the branch or representative office.

2.       Notice of establishment of business location:

The business location of an enterprise may be outside the address of the enterprise's registered head office, but an enterprise may only establish a business location in the same central province or city where the enterprise has its head office or a branch. An enterprise must forward a notice of business location to the BRO within ten (10) business days after the date of the decision establishing such location, and the notice shall contain the following particulars:

(a)     Enterprise code number;

(b)     Name and head office address of the enterprise, or name and address of the branch (if the business location is established in a central province or city where the branch has its office);

(c)     Name and address of the business location;

(d)     Operational sector of the business location;

(dd)   Full name, residential address and number of people's identify card, passport or other lawful personal identification as prescribed in article 10 of this Decree of the person who will act as head of the business location;

(e)     Full name and signature of the legal representative of the enterprise if the business location belongs to the enterprise, or full name and signature of the person heading the branch in the case of a business location under a branch.

3.       The BRO shall, after receipt of a valid file from an enterprise, upload information onto the national information system on enterprise registration in order to request a code number for the branch, representative office or business location.  Thereafter the BRO shall, within three (3) business days after receipt of a valid application file, issue a certificate of registration of operation of the branch or representative office, and update information about the business location onto the national enterprise registration database for the enterprise in question. If there is a request from the enterprise, the BRO shall issue a certificate of registration of the business location.

4.       If an enterprise establishes a branch or representative office in a central province or city other than the one in which it has its headquarters, then the BRO in the location where such branch or representative office is established shall send a notice to the BRO in the locality where the enterprise has its headquarters.

5.       The establishment of an offshore branch or representative office shall be implemented in accordance with the law of such offshore country.

Within thirty (30) business days after the official opening of an offshore branch or representative office, the enterprise must provide written notice to the BRO in the province where such enterprise is registered, and the notice must be accompanied by a valid copy of the certificate of operation of the branch or representative office or an equivalent document to supplement information about such branch or representative office of the enterprise into the national enterprise registration database.

Article 34    Notification of use of seal, or change or destruction of sample seal

 

1.       An enterprise has the right to make its own decision about the form, contents and number [quantity] of its own seal and those of its branch and representative office. An enterprise is entitled to have multiple seals with the same form and contents.

2.       Before using, changing or destroying the seal sample or changing the quantity of its seals or of those of its branch or representative office, the enterprise must send a notice to the BRO where such enterprise, branch or representative office has its headquarters in order to publish information about the sample seal on the national enterprise registration portal, such notice to contain:

(a)     The name, code number and head office address of the enterprise or of its branch or representative office;

(b)     The number of seals, the sample seal, and the effective date of the seal.

3.       On receipt of a notice of the sample seal from an enterprise or its branch or representative office, the BRO shall send a receipt to the enterprise and publish the sample seal on the national enterprise registration portal.

4.         The BRO is not liable for the truthfulness, accuracy or lawfulness of a seal; or for its compliance with Vietnamese culture and ethics; or if the seal causes confusion with other seals; or for any dispute arising as a result of management and use of a seal.

5.       Once an enterprise has been issued with a notice regarding publication of information about its new seal or the new seal of a branch or representative office, then publication of the earlier information about the sample seal of such enterprise or of its branch or representative office is no longer effective.

CHAPTER 5

Online Enterprise Registration

Article 35    Online enterprise registration

1.       Organizations and individuals [entities] may choose the form of online registration of an enterprise.

The BRO shall create favourable conditions for applicants to understand the online process and to conduct online enterprise registration.

2.       Entities conducting online enterprise registration shall use a public digital signature or a business registration account.

 

3.       An online application file for enterprise registration has the same legal validity as a paper file application.

Article 36    Application file for online enterprise registration

An application file for online enterprise registration is valid when it satisfies all the following:

1.       There is all the same data containing full declarations required for a paper file which has been converted into electronic form, and the names of electronic data items are the same as the names of the equivalent paper documents.

2.       The electronic form enterprise registration information is fully and accurately uploaded.

3.       The application file for online registration is authenticated by a public digital signature or by the business registration account of the legal representative of the enterprise.

Article 37    Sequence and procedures for online enterprise registration using a public digital signature

1.       The legal representative of the enterprise shall enter [declare] information, download and digitally sign and send the e-application and pay fees online in accordance with the rules of the national enterprise registration portal.

2.       The legal representative of the enterprise shall receive an email receipt after it has completed sending the online application.

3.       If the application satisfies all the conditions for issuance of an ERC, the BRO shall transfer the information to the tax office to automatically generate an enterprise code number, and after the BRO receives same it shall issue an ERC for the enterprise and notify the enterprise of such issuance. If the application is invalid, the BRO shall send an email to the enterprise requiring it to amend and/or supplement the application.

4.       The procedure for online enterprise registration prescribed in this article also applies to registration of operation of branches and representative offices and to notification of establishment of business locations by enterprises.

Article 38    Sequence and procedures for  online enterprise registration using a  business registration account

1.       The legal representative of the enterprise shall declare [enter] information in and download e- documents proving his or her personal identity from the national enterprise registration portal in order to be issued with a business registration account.

2.       The legal representative of the enterprise shall use the business registration account to declare information, download e-documents and authenticate the online application for enterprise registration in accordance with the rules of the national enterprise registration portal.

3.       After the person establishing the enterprise [legal representative] has completed sending the online application, he or she shall receive a receipt for it by email.

4.       The BRO shall send an email to the enterprise requiring it to amend or supplement its file if such file is invalid. If the application satisfies all the conditions for issuance of an ERC, the BRO shall transfer the information to the tax office to generate an enterprise code number, and after the BRO receives same it shall issue a notice via the internet to the enterprise regarding [advising] issuance of its ERC.

5.       The legal representative of the enterprise, after receipt of notification of issuance of the ERC, must lodge a paper application file for enterprise registration enclosing the receipt for the online application with the BRO. The above-mentioned items may be lodged by the legal representative directly with the BRO or may be sent in the post.

6.       After receipt of the paper file, the BRO shall compare the list of contents with those in the file sent by email, and if they match then the BRO shall issue an ERC for the enterprise.

If the BRO does not receive the paper file within thirty (30) days after sending its notice about issuance of the ERC, then the online application file of the enterprise shall no longer be valid.

7.       The legal representative is liable for the accuracy and completeness of the paper file as compared to the file sent online. If there are any differences between the two files and the person lodging the paper file fails to notify the BRO of same, then the application file shall be deemed fraudulent and the matter dealt with in accordance with article 63.1 of this Decree.

8.       The procedure for online enterprise registration prescribed in this article also applies to registration of operation of branches and representative offices and to notification of establishment of business locations of enterprises.

Article 39    Dealing with breaches, and complaints and resolution of disputes regarding public digital signatures and business registration accounts

A determination that there is a dispute, handling such dispute, complaints and breaches of management and use of public digital signatures or of business registration accounts shall be dealt with in accordance with provisions of law.

CHAPTER 6

Application File, Sequence and Procedures for Registration of Changes to

Registered Enterprise Items

Article 40    Registration of relocation of head office address of enterprise

1.       An enterprise must, prior to registering relocation of its head office address, conduct procedures with the tax office relevant to such change in accordance with the law on tax.

2.       When changing the head office address from one location to another within the same province or city under central authority where the enterprise is registered, the enterprise shall provide notice to the BRO at which the enterprise is registered, and the contents of the notice shall comprise:

(a)     Name,  enterprise code  number, tax  code  or  number of  business registration certificate (if  the enterprise does not yet have an enterprise code number or tax code);

(b)     Proposed new head office address;

(c)     Full name and signature of the legal representative of the enterprise.

The notice must enclose a decision on the relocation and valid copy minutes of meeting of the

members' council (for a multiple member LLC) or of the general meeting of shareholders (for a shareholding company) or of the partners (for a partnership); or a decision of the company owner (for a single member LLC). The decision and minutes of meeting must record clearly the contents of items which have been amended in the company charter.

Upon receipt of the request, the BRO shall issue a receipt, check the validity of the application file and issue an ERC to the enterprise.

3.         When an enterprise relocates its head office to a different province or city from that where it is registered, it shall provide notice to the BRO of the new locality to which it proposes to relocate, and the notice shall comprise:

(a)     Name,  enterprise code  number, tax  code  or  number of  business registration certificate (if  the enterprise does not yet have an enterprise code number or tax code);

(b)     Proposed new head office address;

(c)     Full name and number of people's identity card, passport or other lawful personal identification as prescribed in article 10 of this Decree, and permanent residential address and signature of the legal representative of the enterprise.

The notice must enclose:

-        Valid copy of the amended charter of the company;

 

-           List of members for a multiple member LLC; list of authorized representatives for a single member LLC; list of founding shareholders, foreign investors and authorized representatives of shareholders being a foreign organization in the case of a shareholding company; and list of partners in the case of a partnership;

-           Decision on the relocation and valid copy minutes of meeting of the members' council for a multiple member LLC, of the general meeting of shareholders for a shareholding company, or of the partners for a partnership; or decision of the company owner for a single member LLC.

Upon receipt of the notice, the BRO in the locality to which the enterprise proposes to relocate shall issue a receipt, check the validity of the file, issue an ERC for the enterprise, and send a notice to the BRO where the enterprise was previously registered.

4.       Relocation of the head office address of an enterprise does not change its rights and obligations.

Article 41    Registration of change of enterprise name

1.       An enterprise which changes its name shall send a notice to the BRO at which the enterprise was issued with its ERC, and the contents of the notice shall comprise:

(a)     Current name of the enterprise, enterprise code number, tax code or number of business registration certificate (if the enterprise does not yet have an enterprise code number or tax code);

(b)     Proposed new name;

(c)     Full name and signature of the legal representative of the enterprise.

The notice must enclose a decision change of enterprise name and valid copy minutes of meeting of the members' council in the case of a multiple member LLC, of the general meeting of shareholders in the case of a shareholding company, or of the partners in the case of a partnership; or the decision [on the change of name] of the company owner in the case of a single member LLC. The decision and minutes of meeting must record clearly the contents of the items which have been amended in the company charter.

2.       Upon receipt of the notice, the BRO shall issue a receipt, check the validity of the application file and issue an ERC for the enterprise if the proposed new name is consistent with the provisions on naming of enterprises.

3.       The change of name of an enterprise does not change the rights and obligations of such enterprise.

 

Article 42    Registration of change of membership of partnership

In the case of admission of a new partner or termination of status of a partner [dismissal] as prescribed in articles 180 and 181 of the Law on Enterprises, the partnership shall send a notice to the BRO where it is registered, and the contents of the notice shall comprise:

1.       Name,  enterprise code  number, tax  code  or  number of  business registration certificate (if  the partnership does not yet have an enterprise code number or tax code);

2.       Full name and number of people's identity card, passport or other lawful personal identification as prescribed in article 10 of this Decree and permanent residential address of the new partner or of the partner whose status as partner has been terminated.

3.         Signatures of all partners or of the authorized partner, but not the signature of the partner whose status as such has been terminated.

4.       Amended items in the partnership charter.

The notice must also enclose valid copy of one of the documents on personal identification as prescribed in article 10 of this Decree of the new partner.

On receipt of the notice, the BRO shall issue a receipt, check the validity of the application file and issue an ERC for the enterprise [partnership].

Article 43    Registration of change of legal representative of LLC or shareholding company

1.       An application file for registration of change [replacement] of the legal representative of an LLC or shareholding company shall comprise:

(a)     Notice of replacement of legal representative;

(b)     Valid copy of one of the documents on personal identification as prescribed in article 10 of this

Decree of the new legal representative;

(c)     Decision on the change of legal representative made by the owner in the case of a single member LLC, or decision plus valid copy minutes of meeting of the members' council in the case of a multi- member LLC;

Decision on the change of legal representative and valid copy minutes of meeting of the general meeting of shareholders of the shareholding company if such change also changes the contents of the company charter;

 

Decision and valid copy minutes of meeting of  the board of management of the shareholding company if the change of legal representative does not change the contents of the company charter except for the full name and signature of the legal representative of the company as prescribed in article 253 of the Law on Enterprises;

The above-mentioned decision and minutes of meeting must specify the items in the company charter which are amended.

2.       The notice of change of legal representative of the company shall contain:

(a)     Name,  enterprise code  number, tax  code  or  number of  business registration certificate (if  the enterprise does not yet have an enterprise code number or tax code);

(b)     Full name and number of people's identity card, passport or other personal identification as stipulated in article 10 of this Decree, and position and permanent residential addresses of both the existing legal representative and of the replacement legal representative of the company;

(c)     Full name and signature of one of the following individuals:

-        Company owner of a single member LLC if he or she is an individual;

-           Chairman of the members' council or company chairman in the case of a single member LLC owned by an organization;

-           Chairman of the members' council in the case of a multiple member LLC; if such chairman is the legal representative, then the notice must be signed by the new chairman of the members' council elected by such council;

-           Chairman of the board of management in the case of a shareholding company; if such chairman is the legal representative, then the notice must be signed by the new chairman of the board elected by the board of management;

-           If the chairman of the board of management, company chairman or chairman of the members' council is absent from his or her place of residence, or is in temporary detention, or is incapable of being aware of or controlling his or her acts due to mental or other illness, or refuses to sign the notice for the company, then the notice must also contain the full names and signatures of the members of the members' council or of the company owner or of the members of the board of management who attended and voted unanimously in favour of the change of legal representative of the company.

 

-           The BRO shall, on receipt of a notice of change of legal representative, issue a receipt, check the validity of the application file, and issue an ERC to the enterprise.

Article 44    Registration of change in charter capital or capital contribution ratio

1.       A multiple member LLC which changes the capital contribution ratios of its members or a partnership which changes the capital contribution ratios of its partners must send a notice to the BRO where it is registered, such notice to comprise:

(a)     Name,  enterprise code  number, tax  code  or  number of  business registration certificate (if  the enterprise does not yet have an enterprise code number or tax code);

(b)     Full  name, address, nationality and  number of  people's identity card, passport or  other lawful personal  identification  as  stipulated  in  article 10  of  this  Decree,  or  number  of  decision  on establishment and enterprise code number of each member of the multiple member LLC or of each partner in the case of a partnership;

(c)     Capital contribution ratio of each member of the multiple member LLC or of each partner in the partnership;

(d)     Amount of charter capital formally registered, amount of charter capital after the change; and date and method of such increase or decrease;

(dd)   Full  name, nationality and  number of  people's identity card,  passport or  other lawful  personal identification as stipulated in article 10 of this Decree, permanent residential address and signature of the legal representative of the company or of the authorized partner of the partnership.

2.       In the case of registering a change in charter capital of the company, the notice referred to in clause 1 above must be accompanied by the decision [on the change] and valid copy minutes of meeting of the member's council in the case of a multiple member LLC, or of the general meeting of shareholders in the case of a shareholding company; or the decision on the change made by the company owner in the case of a single member LLC; and a written consent from MPI to the capital contribution or purchase of shares or capital contribution portion by a foreign investor in the cases prescribed in article 26.1 of the Law on Investment.

3.       If the general meeting of shareholders passes an issuance of shares to be offered to increase charter capital and at the same time assigns the board of management to conduct procedures to register the charter capital increase after completion of the tranche, then the notice prescribed in clause 1 above must include the file on registration to increase charter capital comprising:

 

(a)     Decision and valid copy minutes of meeting of the general meeting of shareholders regarding issuance of shares to be offered to increase charter capital, specifying the number of shares to be offered and assigning the board of management to conduct procedures to register such increase on completion of each offer tranche;

(b)     Decision and valid copy minutes of meeting of the board of management of the shareholding company regarding registration of the charter capital increase of the company after completion of any one offering tranche.

Such decision and minutes of meeting must specify the items amended in the company charter.

4.       In the case of a decrease in charter capital, the enterprise must include an undertaking to make full payment of debts and other asset obligations after such decrease, and must also enclose financial statements of the company for the most recent period as at the date of the decision to decrease charter capital.

On receipt of the notice, the BRO shall issue a receipt, check the validity of the application file and issue an ERC to the enterprise.

Article 45    Registration of change of members of multiple member LLC

1.       In a case of admission of a new member, the company must send a notice to the BRO where the company is registered, such notice to comprise:

(a)     Name,  enterprise code  number, tax  code  or  number of  business registration certificate (if  the enterprise does not have an enterprise code number or tax code);

(b)     Name, enterprise code number and head office address in the case of a [new] member which is an organization; or full name, nationality and number of people's identity card, passport or other lawful personal identification as prescribed in article 10 of this Decree in the case of a new member being an individual; value and portion of capital contributed, date of capital contribution, type of assets contributed as capital, and quantity and value of each type of asset contributed as capital by the new member;

(c)     Capital contribution portions of current members as changed after admission of the new member; (d)     Charter capital of the company after admission of the new member;

(dd)   Full name and signature of the legal representative of the company.

The notice must be accompanied by:

-        Decision and valid copy minutes of meeting of the member's council on admitting the new member;

 

-        Certification of the capital contribution portion of the new member to the company;

-           Valid copy decision on establishment or ERC or other equivalent document, and valid copy of one of the documents for personal identification as prescribed in article 10 of this Decree of the authorized representative and the corresponding letter of authorization in the case of a member being an organization, or valid copy one of the documents for personal identification as stipulated in article 30 of this Decree if the member is an individual.

-           Letter from MPI consenting to the capital contribution or purchase of shares or capital contribution portion by a foreign investor in a case prescribed in article 26.1 of the Law on Investment.

The decision and minutes of the member's council must specify the items amended in the company charter.

On receipt of the notice, the BRO shall issue a receipt, check the validity of the application file and issue an ERC to the enterprise.

2.       In the case of change of membership as a result of assignment of a capital contribution portion, the company shall provide a notice to the BRO where it is registered, such notice to comprise:

(a)     Name, enterprise code number, tax code or number of the business registration certificate (if the enterprise does not yet have an enterprise code number or tax code);

(b)     Name and head office address in the case of an organization; or full name, nationality and number of people's identity card, passport or other lawful personal identification as stipulated in article 10 of this Decree in the case of an individual; capital contribution portion of the assignor and of the assignee;

(c)     Capital contribution portions of all members after the assignment; (d)     Time for implementation of the assignment;

(dd)   Full name and signature of the legal representative of the company.

The notice must be accompanied by:

-        Assignment contract or document evidencing completion of the assignment;

-           Valid copy decision on establishment or ERC or equivalent document; valid copy of one of the documents for personal identification as stipulated in article 10 of this Decree of the authorized representative and the corresponding letter of authorization if the new member is an organization, otherwise copy people's identity card, passport or other lawful identification as stipulated in article 10 of this Decree if the new member is an individual;

 

-           Letter from MPI consenting to the capital contribution or purchase of shares or capital contribution portion by a foreign investor in a case prescribed in article 26.1 of the Law on Investment.

On receipt of the notice, the BRO shall issue a receipt, check the validity of the application file and issue an ERC to the enterprise.

3.       In the case of change in membership as a result of inheritance, the company shall send a notice to the BRO where it is registered, such notice to comprise:

(a)     Name, enterprise code number, tax code or number of the business registration certificate (if the enterprise does not yet have an enterprise code number or tax code);

(b)     Full name and number of people's identity card, passport or other lawful personal identification as stipulated in article 10 of this Decree, and nationality and capital contribution portion of the member being the legator and of each legatee;

(c)     Date of inheritance;

(d)     Full name and signature of the legal representative of the company.

The notice must be accompanied by a valid copy document proving lawful inheritance by the legatee, and a valid copy of one of the documents for personal identification as prescribed in article 10 of this Decree of the legatee.

On receipt of the notice, the BRO shall issue a receipt, check the validity of the application file and issue an ERC to the enterprise.

4.       In the case of registration of change of membership as a result of a member failing to implement the undertaking to contribute capital as stipulated in article 48.3 of the Law on Enterprises, the company shall send a notice to the BRO where the company is registered, such notice to comprise:

(a)     Name, enterprise code number, tax code or number of the business registration certificate (if the enterprise does not yet have an enterprise code number or tax code);

(b)     Name and head office address in the case of an organization, or full name and number of people's identity card, passport or other lawful personal identification as prescribed in article 10 of this Decree and  nationality, and  capital  contribution portions  of  both  the  member  failing  to  implement  the undertaking and of the person purchasing such portion which was offered for sale;

 

(c)     Full name and signature of the legal representative of the company.

The notice shall be accompanied by the decision and valid copy minutes of meeting of the members' council on the change of membership due to failure of a member to implement its undertaking on capital contribution, and a list of the remaining members of the company. The decision and minutes must specify the items amended in the company charter.

On receipt of the notice, the BRO shall issue a receipt, check the validity of the application file and issue an ERC to the enterprise.

5.       Registration of change of membership as a result of a member donating its capital contribution portion:

Registration of change of member in a case of the former member donating its capital contribution portion shall be implemented the same as for registration of change of membership arising from assignment of such portion, except that instead of the contract on assignment or document proving completion of the assignment, there must be a contract on donation of the capital contribution portion.

Article 46    Registration of change of owner of single member LLC

1.       If the company owner assigns the entire charter capital to an individual or organization, then the assignee must register the change of company owner, and the application file for registration of such change shall comprise:

(a)     Notice of change of registered enterprise items signed by the new owner or its legal representative and also signed by the former owner or its legal representative;

(b)     Valid copy of the one of the documents for personal identification prescribed in article 10 of this Decree of the assignee if an individual; or valid copy business registration certificate or equivalent if the assignee is an organization; list of authorized representatives and valid copy of one of the documents  for   personal   identification  as   stipulated  in   article 10   of   this   Decree   of   such representatives, and letter of authorization issued by the owner;

(c)     Valid copy amended company charter;

(d)     Assignment contract or document proving completion of the assignment of capital;

(dd)   Letter from MPI consenting to the capital contribution or purchase of shares or capital contribution portion by a foreign investor in a case prescribed in article 26.1 of the Law on Investment.

2.       In a case of change [replacement] of the owner of a single member LLC pursuant to the decision of a competent authority on restructuring of the State owned enterprise, the application file for registration shall be the same as in clause 1 above except that the decision of the competent authority on such change shall be provided instead of the document required in clause 1 (the assignment contract or document proving completion of assignment of capital).

3.       If a single member LLC changes its owner as a result of inheritance, then the company must register the change of owner and the application file shall comprise:

(a)     Notice  of  change  of  registered enterprise items  owner  signed  by  the  new  owner  or  its  legal representative;

(b)     Valid copy amended charter signed by the new owner or its legal representatives;

(c)     Personal identification document as prescribed in article 10 of this Decree of the new owner; (d)     Valid copy document certifying legal inheritance by the legatee.

4.       If more than one individual or more than one organization inherits the capital portion of the owner of the single member LLC, then the company must register conversion into a multiple member LLC, and the application file for such registration shall comprise:

(a)     Request for enterprise registration;

(b)     Amended charter of the converted company; (c)     List of members;

(d)     Personal identification documents document as prescribed in article 10 of this Decree of members being individuals, and valid copy ERC or equivalent document if the members are organizations;

(dd)   Valid copy document certifying lawful inheritance rights of the legatees.

5.       Registration of a change of owner of a single member LLC in a case of donation of the entire capital contributed, shall be implemented the same as the case prescribed in clause 1 above. The file shall contain, instead of the contract of assignment and document proving its completion [as required in the case prescribed in clause 1 above], the contract of donation of the capital contribution.

6.       On receipt of the notice, the BRO shall issue a receipt, check the validity of the application file and issue an ERC to the enterprise.

Article 47    Registration of change of owner of a private enterprise as a result of sale or donation of the enterprise or death or disappearance of the owner

If the owner of a private enterprise sells or donates the enterprise, or if such owner dies or disappears, then the purchaser, donee or legatee must register the change of enterprise owner, and the application file shall contain the following:

1.       Notice of change of registered enterprise items signed by both the seller or donor on the one hand and by the purchaser or donee on the other hand; and signed by the legatee in a case of the owner dying or disappearing.

2.       Valid copy of one of the documents for personal identification as stipulated in article 10 of this Decree of the purchaser, donee or legatee.

3.       Contract of  purchase and sale or contract of donation of  the enterprise, or document proving completion of such assignment or donation if the private company is sold or donated; and a valid copy of the certificate proving the legal right of inheritance of the legatee.

4.       On receipt of the application file, the BRO shall issue a receipt, check the validity of the file and issue an ERC to the enterprise.

Article 48    Registration of change of registered operational items of a branch, representative office or business location

1.         Before registering a change of its office location, a branch or representative office must complete all tax procedures relevant to such relocation in accordance with the law on tax.

2.       When there is a change of registered items of a branch or representative office or business location, the enterprise concerned shall send a notice of change of registered items to the BRO in the locality where such branch or representative office has its office. On receipt of the notice from the enterprise, the BRO shall issue a receipt, check the validity of the application file, and change information being registered operational items of the branch or representative office or business location in the national enterprise registration database and issue a certificate of registered operation for the branch or representative office or a certificate of registration of the business location within 3 business days after receipt of a valid application file. If the enterprise so requests, the BRO shall issue a certificate of change of registered operational items for the branch, representative office or business location.

3.         When a branch or representative office transfers its location to a different province or city from that where it is registered, the enterprise concerned shall send a notice of change of registered operational items of the branch or representative office to the BRO in the locality where the branch or representative office is to be relocated.

On receipt of the notice from the enterprise, the BRO in the new locality of relocation shall issue a receipt, check the validity of the application file, issue a certificate of registered operation of the branch or representative office to the enterprise, and also send information about same to the BRO in the locality where such branch or representative office was previously located.

Article 49    Notification of addition or change to business lines

1.       The enterprise concerned shall send a notice to the BRO at which it is registered to notify additions or changes to its business lines, such notice to comprise:

(a)     Name, enterprise code number, tax code or number of the business registration certificate (if the enterprise does not yet have an enterprise code number or tax code);

(b)     Business line to be added or changed;

(c)     Full name and signature of the legal representative of the enterprise.

The notice must be accompanied by the decision regarding the addition or change to business lines and valid copy minutes of meeting of the members' council in the case of a multiple member LLC, of the general meeting of shareholders in the case of a shareholding company, or of the partners in the case of a partnership; or decision of the company regarding the addition or change to business lines made by the owner in the case of a single member LLC. The decision and minutes of meeting must clearly record the contents of amended items in the company charter.

2.       On receipt of the notice, the BRO shall issue a receipt, check the validity of the application file, and change information being the change or addition to the business lines of the enterprise in the national information system on enterprise registration. If the enterprise so requests, the BRO shall issue a certificate confirming the change of registered enterprise items to the enterprise.

3.       If an application file notifying an addition or change to business lines is invalid, then the BRO shall, within three (3) business days, notify the enterprise to amend same.

4.       An enterprise must notify an addition or change to its business lines to the BRO within ten (10) business days after the change. Any enterprise which fails to notify such change shall be fined in accordance with the law on imposition of penalties for administrative offences in the planning and investment sector.

Article 50    Notification of change in invested capital of owner of private enterprise

1.       The owner of a private enterprise which increases or decreases its registered investment capital shall send a notice of change of capital to the BRO where the enterprise is registered, such notice to contain:

(a)     Name, enterprise code number, tax code or number of the business registration certificate (if the enterprise does not yet have an enterprise code number or tax code);

(b)     Amount of invested capital previously registered, amount of capital to be registered after the change, and date of change;

(c)     Full name and signature of the enterprise owner.

On receipt of the notice, the BRO shall issue a receipt, check the validity of the file and change the information about the invested capital of the enterprise in the national enterprise registration database.   If the enterprise so requests, the BRO shall issue it with a certificate confirming the change of registered enterprise items.

2.       If the file notifying the change of investment capital of the enterprise is invalid, the BRO shall, within three (3) business days, notify the enterprise to amend same.

3.         A private enterprise must notify a change of its investment capital to the BRO within ten (10) business days after the change. Any enterprise which fails to notify such change shall be fined in accordance with the law on imposition of penalties for administrative offences in the planning and investment sector.

Article 51    Notification of change of founding shareholder of shareholding company

1.         Founding shareholder defined in article 4.2 of the Law of Enterprises means a founding shareholder declared on the list of founding shareholders prepared and lodged with the BRO at the time of registering establishment of the enterprise.

2.       A company must send a notice to the BRO where it is registered regarding a change in founding shareholders of the company as a result of failure by one or more of such shareholders to pay in full for shares registered for subscription, such notice to comprise:

(a)     Name, enterprise code number, tax code or number of the business registration certificate (if the enterprise does not yet have an enterprise code number or tax code);

(b)     Name, head office address and enterprise code number or decision on establishment of [each] founding shareholder being an organization; or full name and number of people's identity card, passport or other lawful personal identification as stipulated in article 10 of this Decree of [each] founding shareholder being an individual;

(c)     Full name and number of people's identity card, passport or other lawful personal identification as stipulated in article 10 of this Decree and signature of the legal representative of the company.

On receipt of the notice, the BRO shall issue a receipt, check the validity of the file and change the information about  founding shareholders of  the  company in  the national enterprise registration database; and if the enterprise so requests, issue it  with a certificate of change of registered enterprise items.

Founding shareholders who have failed to pay for the shares for  which they subscribed shall automatically no longer be shareholders of the company in accordance with article 112.3(a) of the Law on Enterprises, and their names shall be removed from the list of founding shareholders of the company.

3.       In the case of a change of information about founding shareholders because a founding shareholder transfers its shares, then the file constituting the notice about such change must include, in addition to the documents prescribed in clause 2 above:

(a)     List of information about shareholders after the change

(b)     Contract of transfer of the shares or other document proving completion of the transfer;

(c)     Written consent from MPI to the capital contribution or purchase of shares or capital contribution portion by a foreign investor, in the cases prescribed in article 26.1 of the Law on Investment.

4.       In the case of a founding shareholder which is an organization subject to a merger or separation or which is consolidated with another enterprise, then registration of the change of founding shareholders shall be implemented the same as for the case of a change resulting from transfer of shares prescribed in clause 3 above. However in this case, instead of filing the transfer contract or document proving completion of the transfer, the enterprise is required to file the merger contract, decision on separation of the company, or contract of consolidation of companies.

5.       Registration of a change of shareholder as a result of a receipt of a donation or inheritance of shares shall be the same as prescribed in clause 3 above for a case of share transfer. However in this case, the documents required to be filed are the contract of donation or a valid copy of a document certifying the lawful inheritance right.

6.       If the file notifying the change of founding shareholder is invalid, the BRO shall, within three (3) business days, notify the company to amend same.

7.       A company must notify a change of founding shareholder to the BRO within ten (10) business days after the change. Any company which fails to notify such change shall be fined in accordance with the law on imposition of penalties for administrative offences in the planning and investment sector.

Article 52    Notification of change of shareholder being a foreign investor in an unlisted company

1.       An unlisted shareholding company must send a notice to the BRO where it is registered regarding a change of foreign investor shareholder in the company as prescribed in article 32.3 of the Law on Enterprises, such notice to comprise:

(a)     Name, enterprise code number, tax code or number of the business registration certificate (if the enterprise does not yet have an enterprise code number or tax code);

 

(b)     Information about the foreign investor shareholder assigning its shares, namely the name and head office address in the case of an organization; or the full name, nationality and residential address of the shareholder in the case of an individual; the class of shares and current share ownership ratio in the company; and number of shares and class of shares being assigned;

(c)     Information about the [new] foreign investor shareholder being the assignee of the shares, namely the name and head office address in the case of an organization, or the full name, nationality and residential address of the new shareholder in the case of an individual; number and class of shares assigned; and  number, class  of  shares  and  current  share  ownership ratio  [of  foreign investor shareholders] in the company;

(d)     Full name and number of people's identity card, passport or other lawful personal identification as stipulated in article 10 of this Decree and signature of the legal representative of the company.

The notice must be accompanied by the decision and valid copy minutes of the general meeting of shareholders on the changes of foreign investor shareholders; list of foreign shareholders after the change; contract of assignment [transfer] of the shares or document proving completion of the assignment; valid copy decision on establishment or other equivalent document and valid copy of one of the documents proving personal identification as prescribed in article 10 of this Decree of the authorized representative and the corresponding decision on authorization if the assignee is a foreign organization, or copy people's identity card, passport or other lawful person identification as stipulated in article 10 of this Decree if the assignee of the shares is a foreign individual; and written consent from MPI to the capital contribution or purchase of shares or capital contribution portion by the foreign investor in accordance with the Law on Investment.

The decision and minutes of the general meeting of shareholders must specify the items amended in the company charter.

On receipt of the notice, the BRO shall issue a receipt, check the validity of the file, change information about the shareholders being foreign investors in the national enterprise registration database; and if the enterprise so requests, issue it  with a certificate of change of registered enterprise items.

2.       If the file notifying the change of foreign investor shareholders in the company is invalid, the BRO shall, within three (3) business days, notify the company to amend same.

3.       A company must notify a change of foreign investor shareholders in the company to the BRO within ten (10) business days after a change. Any company which fails to notify such change shall be fined in accordance with the law on imposition of penalties for administrative offences in the planning and investment sector.

 

Article 53    Registration of change of registered tax items

1.       An enterprise which changes its registered tax items without changing its registered business items must provide a notice to the BRO in the locality where the enterprise has its head office, such notice to comprise:

(a)     Name, head office address, enterprise code number and date of issuance of business registration certificate, tax registration certificate or ERC;

(b)     Contents of the change to registered tax items.

2.       The BRO shall receive such notice and upload information from it onto the national enterprise registration database in order to transfer the information to the database of the Department General of Taxation. If the enterprise so requests, the BRO shall issue it with a certificate of change of registered enterprise items.

Article 54    Notification of change of information about enterprise managers, notification of shareholder being a foreign investor, notification of a private placement of shares, notification of lease out of a private enterprise, and notification of change of information about authorized representatives

1.       An enterprise must, within five (5) business days after the date of a change, send a notice to the BRO in the locality where the enterprise has its head office in accordance with article 12 of the Law on Enterprises notifying the change of information about the full name, contact address, nationality, and number of citizen's card or people's identity card or other lawful personal identification of a manager of the enterprise [member of the board of management in the case of shareholding company], or any member of the inspection committee or any inspector.

2.       An enterprise [unlisted shareholding company] must send a notice adding to and updating enterprise registration information to the BRO in the locality where the enterprise has its head office pursuant to article 171.3 of the Law on Enterprises within three (3) business days of the date on which the information is available or from the date on which it is changed, specifying the full name, nationality, passport number, permanent residential address, number of shares and classes of shares in respect of the shareholder being a foreign individual; or name, enterprise code number, head office address, number of shares and classes of shares and full name, nationality, passport number and permanent residential address of the authorized representative in respect of a shareholder being a foreign organization.

3.       An enterprise must send a notice to the BRO in the locality where it has its head office within five (5) business days after the date of issuing a decision to conduct a private share placement as required by article 123 of the Law on Enterprises.

4.       A private enterprise must send a notice to the BRO in the locality where it has its head office within three (3) business days after the date of effectiveness of any contract leasing out such enterprise, as required by article 186 of the Law on Enterprises.

5.       A single member LLC must send a notice to the BRO in the locality where it has its head office within ten (10) business days after the date of any change of authorized representative of the owner of the company.

6.       The BRO shall, on receipt of a notice, issue a receipt to the enterprise, check the validity of the file [the notice] and add to or amend information about the enterprise in the national enterprise registration database. If the enterprise so requests, the BRO shall issue it with a certificate of change of registered enterprise items.

Article 55    Announcement of registered enterprise items

1.       Registered enterprise items must be announced as required by article 33 of the Law on Enterprises.

2.       An enterprise must pay fees for announcement of registered enterprise items [on the national enterprise registration portal] when it receives its ERC or when it receives a notice confirming changes of registered enterprise items relating to business lines, founding shareholders or shareholders being foreign investors.

3.       The BRO shall publish registered enterprise items on the national enterprise registration portal.

Article 56    Cases in which registration of a change to registered enterprise items will not be conducted

1.       A registration of a change to registered enterprise items will not be conducted in the following cases: (a)     The BRO has issued a notice of breach by the enterprise in circumstances requiring revocation of its ERC, or a decision revoking the ERC has already been issued;

(b)     The enterprise is in the process of dissolution pursuant to a dissolution decision made by the enterprise;

(c)     There is a request from a court, judgment enforcement agency or police office [under the Ministry of Public Security].

2.         An enterprise referred to in clause 1 above is permitted to continue registration in the following cases:

(a)     It has already taken measures to remedy the breach as requested in the notice [from the BRO] in a case where such breach qualifies for revocation of the ERC, and the BRO provides consent;

(b)     It is necessary to register a change to the registered enterprise items in order to finalize dissolution including the application file for dissolution required by regulations. In such case, the application file for registration of the change must enclose documentation from the enterprise on the dissolution and the reasons for requesting registration of the change;

(c)     On completion of compliance with the decision of the court or judgment enforcement agency, and with consent from such court or agency.

 

CHAPTER 7

Sequence and Procedures for Registration of Temporary Suspension of Business, Reissuance and Revocation of Enterprise Registration Certificate, and Dissolution of Enterprise

Article 57    Temporary suspension of business by an enterprise, branch, representative office or business location, and resumption of its business ahead of the notified schedule

1.       When  an  enterprise  conducts  procedures  to  suspend  its  business  it  must  send  a  notice  of suspension of business of the operation of its branch, representative office and of a business location to the BRO in the locality where such establishment or business location is registered.

2.       If an enterprise, branch, representative office or business location temporarily suspends business or resumes business thereafter prior to the notified resumption date, then the enterprise must send a notice to the BRO in the locality where such establishment is registered at least fifteen (15) days prior to commencing such suspension of business, or fifteen (15) days prior to resuming business ahead of the scheduled date. The duration of temporary suspension of business must not exceed one (1) year. If the enterprise, branch, representative office or business location continues to suspend business on expiry of the period notified, it must further notify the BRO, and the total duration of continuous suspension must not exceed two (2) years.

3.       A notice of temporary suspension of business must enclose the decision on suspension and valid copy minutes of meeting of the members' council of a multiple member LLC, of the company owner of a single member LLC, of the board of management of a shareholding company, or of the partners in the case of a partnership.

4.       The BRO shall issue a receipt to the enterprise for its notice of temporary suspension of business or notice of resumption of business; and within three (3) business days after receipt of a valid file [the notice], the BRO shall issue a certificate that the enterprise or branch or representative office or business location has registered temporary suspension of business, or that such establishment has registered early resumption of its business operation. The BRO shall send information about registration of the temporary suspension of business or early resumption of business to the tax office for managerial purposes.

Article 58    Reissuance of enterprise registration certificate

1.       An enterprise whose ERC is lost, torn, burned or destroyed in some other manner shall send a request for reissuance of such certificate to the BRO which issued it.

The BRO shall receive the request for reissuance of the ERC and within three (3) business days after the date of receipt, consider and reissue the ERC to the enterprise.

2.       If the ERC was issued incorrectly in terms of the application file, sequence and procedures set out in guidelines, then the BRO shall send a notice to the enterprise to amend same and [re-] lodge a valid file within 30 days after receipt of such notice, in order for the BRO to consider reissuance of the ERC. The BRO shall reissue the ERC within three (3) business days after receipt of valid documents.

3.       If  information  or  declarations  in  an  application  file  for  enterprise  registration  are  untruthful  or inaccurate, the BRO shall notify the competent State agency to deal with the matter. After there is a decision imposing a penalty from the State agency, the BRO shall require the enterprise to re-lodge an application for an ERC and thereafter reissue the ERC to the enterprise within three (3) business days after receipt of valid documentation.

 

4.       When a new ERC is issued, the ERC issued on the previous occasion shall no longer be effective.

Article 59    Sequence and procedures for registration of dissolution of enterprise

1.       An enterprise must, prior to conducting procedures to register dissolution, conduct procedures to terminate operation of its branches, representative offices and business locations with the BROs in the localities of such branches, representative offices and business locations ["establishments"].

2.       An enterprise must, within seven (7) business days after the date on which the enterprise's decision on dissolution is passed in accordance with article 202.1 of the Law on Enterprises, send a notice on such dissolution to the BRO. The notice must include the decision on dissolution made by the company owner of a single member LLC; or such decision and valid copy minutes of the meeting of the member's council of a multiple member LLC, of the general meeting of shareholders in the case of a shareholding company, or of the partners in the case of a partnership.

3.       The BRO shall, after receiving the notice on dissolution from the enterprise in accordance with article 204.1 of the Law on Enterprises, send it to the tax office and the tax office in turn shall, within two (2) business days after receipt of same, offer its opinion on the dissolution to the BRO.

4.       Within five (5) business days after receipt of the notice on dissolution, the BRO shall, if no contrary opinion is received from the tax office, change the legal status of the enterprise on the national database on enterprise registration to record that the enterprise has been dissolved, and at the same time issue a notice confirming dissolution of the enterprise.

5.       In the case of an enterprise using a seal issued by the police [public security] office, the enterprise must return such seal together with the certificate of registration of the sample seal to the police office in order to be issued with a certificate of withdrawal of the seal. In such case, the seal and certificate of registration of the sample seal prescribed in article 204.1(c) of the Law on Enterprises shall be replaced by the certificate of withdrawal of the seal.

Article 60    Termination of operation of a branch, representative office or business location

1.       An enterprise shall, on termination of operation of its branch, representative office or business location, send a notice of such termination to the BRO in the locality where the branch, representative office or business location is situated.

The notice of termination must enclose the documents prescribed in article 206.2 of the Law on Enterprises, including a decision on such termination of operation made by the owner of the private enterprise; of the owner or chairman of the members' council or company chairman of a single member LLC; of the members' council of a multiple member LLC; of the board of management of a shareholding company; or of the partners in the case of a partnership.

2.       The BRO shall receive the notice, check the validity of the notice and documents enclosed, and change  the  legal  status  of  the  branch,  representative office  or  business  location  in  question ["establishment"] on the national database of enterprise registration to "operation terminated", and at

the same time issue a notice confirming such termination of operation of the establishment in question.

3.       If a branch, representative office or business location suspends its operation for a one (1) year period without notifying the BRO and tax office, then the certificate of registration of operation in the case of the branch or representative office or the certificate of registration of the business location shall be withdrawn. In such case, the BRO shall send a notice of breach and require the legal representative of the enterprise to attend the BRO to provide an explanation. If no explanation is provided within ten (10) business  days  from  the  date  prescribed  in  the  notice,  the  BRO  shall  issue  a  decision withdrawing the certificate of the establishment in question.

Article 61    Termination of existence of a company subject to division, consolidation or merger

1.         Within three (3) business days after grant of an ERC to the new company namely the company after division, the consolidated company or the company receiving the merger, the BRO in the locality where the former companies [namely the companies which were divided, the companies before they were consolidated, or the merging companies] had their head office and record their termination of operation on the national database on enterprise registration.

2.       The BRO shall also record termination of operation of any branch, representative office or business location of the former companies on the national database on enterprise registration.

3.       If headquarters of the former companies are located outside the province or city where the head office of the new company is located, then the BRO in the locality of the new company shall send information to the BRO in the locality of the former companies for the latter to remove such former companies [to record termination of their operation] on the national database on enterprise registration.

Article 62    Revocation of enterprise registration certificate

1.       Article 211.1 of the Law on Enterprises and article 1.26 of the Law amending the Law on Tax Management set out the cases in which an ERC will be revoked.

2.       Guidelines  of  the  competent  State  authority  shall  apply  to  the  sequence  and  procedures  for revocation of an ERC if the reason for same is a court decision.

3.       If contents of the application file for enterprise registration were forged, providing the basis for revocation of the ERC pursuant to article 211.1(a) of the Law on Enterprises, then the BRO shall send  a  written request to  the  police  office to  confirm fraudulent conduct. The  police office is responsible to provide a written response with its confirmation within thirty (30) days after receipt of the request from the BRO. If contents of the application file are in fact found to have been forged, then the BRO shall revoke the ERC in accordance with the sequence and procedures prescribed in article 63.1 of this Decree.

Article 63    Sequence and procedures for revocation of enterprise registration certificate

1.       In a case where items declared in the application file for enterprise registration were forged:

If the application file for registration of establishment of a new enterprise contained forged information, then the BRO shall issue a notice of breach by the enterprise and issue a decision revoking its ERC.

If the application file for registration of a change of registered enterprise items or if a notice of such changes contained forged information, then the BRO shall issue a notice of breach by the enterprise and cancel the changes made to the registered enterprise items on the basis of such forged information and restore the ERC which was issued on the basis of the most recent valid application

file, and at the same time notify the competent agency to deal [with the breach] in accordance with law.

2.       In a case where enterprise registration was conducted by a person or organization prohibited from establishing enterprises as prescribed in article 18.2 of the Law on Enterprises:

(a)     In the case of a private enterprise or single member LLC owned by an individual, the BRO in the locality where the enterprise was registered shall issue a notice of breach and also a decision revoking the ERC;

(b)     In the case of a multiple member LLC, or a single member LLC owned by an organization, or a shareholding company or partnership: the BRO where the enterprise was registered shall issue a notice requiring the enterprise to change the members or shareholders who do not have the right to establish an enterprise within thirty (30) days after the date of such notice; and if the enterprise fails to register the appropriate change of members or shareholders, then the BRO shall issue a notice of breach and also a decision revoking the ERC.

3.       In the case of breach of article 211.1(c) of the Law on Enterprises [the enterprise ceased its business activities for one (1) year without notifying the BRO and the tax office], the BRO shall issue a notice of breach and require the legal representative of the enterprise to come to the BRO to explain such breach. If the legal representative fails to attend the BRO on the expiry of ten (10) business days after the deadline set in the notice, then the BRO shall issue a decision revoking the ERC.

4.       In the case where an enterprise fails to send reports as prescribed in article 211.1(c) of the Law on Enterprises, then after ten (10) business days have expired after the deadline for sending the reports set out in article 211.1(d) of the Law on Enterprises, the BRO shall provide a further notice of breach and require the legal representative of the enterprise to attend the BRO to explain; if the legal representative fails to attend, then on the expiry of a further ten (10) business days, the BRO shall issue a notice of breach and also a decision revoking the ERC.

5.       In the case of enforcement of a tax administrative decision as prescribed in article 26.1 of the Law amending the Law on Tax Management, within ten (10) business days after receipt of a written request from the head of the tax office to revoke the ERC as prescribed in article 131 of the above- mentioned Law, the BRO shall revoke the ERC in accordance with the sequence and procedures prescribed in clause 3 above.

6.       An enterprise must conduct dissolution as stipulated in article 203 of the Law on Enterprises after receipt of a decision revoking its ERC.

 

7.       Information about revocation of an ERC must be uploaded onto the national system of information on enterprise registration and sent to the tax office within two (2) days after the date of issuing such decision.

Article 64    Restoring legal status of an enterprise after revocation of its ERC

The BRO shall issue a decision cancelling the decision on revocation and restore the legal status of the enterprise on the national system of information on enterprise registration in the following cases:

1.       The BRO confirms that the enterprise is not in fact in the category of those subject to revocation of their ERC.

2.         The BRO receives a written request from the tax office to restore the legal status of the enterprise after its ERC was revoked but prior to the BRO updating information on the national system of enterprise registration noting dissolution of such enterprise, or where the BRO receives such request from the tax office within six (6) months after the date on which BRO issued the decision revoking such ERC.

Article 65    Resolving procedures for enterprise registration pursuant to a court decision

Within fifteen (15) business days after the effective date of a court decision or verdict, an application requesting registration of changes of registered enterprise items or of other items relevant to enterprise registration pursuant to such court decision must be sent to the competent BRO. The application file for registration must contain a valid copy of the effective decision or verdict of the court.

 

CHAPTER 8

Business Household Registration

[The following articles 66 to 79 have not been translated] Article 66    Business households

Article 67    Right to establish business households and obligation to register them

Article 68    Certificate of business household registration

Article 69    Principles for business household registration

Article 70    Number of application files for business household registration

Article 71    Application file, sequence and procedures for business household registration

Article 72    Business location of business household

 

Article 73    Naming business households

Article 74    Business lines of business households

Article 75    Registration of changes to registered business household items

Article 76    Temporary suspension of household business

Article 77    Termination of operation of household business

Article 78    Revocation of certificate of business household registration

Article 79    Reissuance of certificate of business household registration

 

CHAPTER 9

Implementing Provisions

Article 80    Dealing with breaches, and rewards

1.       Any State official or employee requesting, contrary to the provisions in this Decree, a person establishing an enterprise to lodge additional documents or to conduct further procedures; or any State official or employee subjecting a person establishing an enterprise to conditions for registration which are contrary to the provisions in this Decree, or causing difficulties for any organization or individual while resolving enterprise registration or while checking registered enterprise items shall be dealt with in accordance with law.

2.       BROs and State employees who conduct enterprise registration work well shall be rewarded in accordance with regulations.

Article 81    Conversion of enterprise registration data

1.       MPI shall provide guidelines on conversion of data by BROs and investment registration agencies onto the national enterprise registration database.

2.       Information in business registration certificates and in ERCs regarding tax registration should be stored at all BROs and information about business registered items in licenses or in investment certificates which are currently business registration certificates must be converted and transferred to the national enterprise registration database.

3.       Information registered at BROs and information registered at investment registration agencies is original information about the enterprises throughout the process of data transfer.

4.       Enterprises which were issued with an ERC, or a business registration certificate, or a business registration certificate which was concurrently the tax registration certificate, or an investment licence or investment certificate which was concurrently the business registration certificate prior to the effective date of this Decree shall continue to operate in accordance with the contents of the above- mentioned certificates and are not required to conduct procedures to convert to an ERC. Any enterprise which registers a change of its registered enterprise items shall be issued with an ERC using the new sample form.

5.         Any enterprise wishing to change its business registration certificate, or its business registration certificate which is currently its tax registration to an ERC without changing its registered business and tax items, shall lodge the originals of the above-mentioned certificates with the BRO in order to be issued with a new ERC.

6.       Any enterprise which wishes to be issued with a new ERC to replace the registered business items in its investment licence or investment certificate which is concurrently its business registration certificate but does not wish to change such business registered items shall lodge a request together with a copy of the above-mentioned documents and also a valid copy of its tax registration certificate in order to be issued with a new ERC.

Article 82    Effectiveness

1.       This Decree is of full force and effect as from 1 November 2015.

2.       This Decree replaces Decree 43-2010-ND-CP of the Government dated 15 April 2010 on business registration and Decree 05-2013-ND-CP of the Government dated 9 January 2013 amending the said Decree 43.

Article 83    Responsibilities for implementation

Ministers, heads of ministerial equivalent agencies and Government agencies, chairmen of provincial people's committees, and applicable entities as prescribed in this Decree are responsible to implement this Decree.

 

For the Government Prime Minister

NGUYEN TAN DUNG