Công văn 4211/BKHĐT-ĐKKD 2015 hướng dẫn áp dụng quy định về đăng ký doanh nghiệp

To: Departments of Planning and Investment in centrally-affiliated cities and provinces

On November 26, 2014, the XIII^th National Assembly approved the Law on Enterprise No. 68/2014/QH13 (the Law on Enterprise 2014), which takes effect from July 1, 2015. On May 29, 2015, the Ministry of Planning and Investment submitted a Request No. 3371/TTr-BKHĐT on promulgating the Decree on enterprise registration. This Decree shall replace the Government's Decree No. 43/2010/NĐ-CP dated April 15, 2010 and the Government's Decree No. 05/2013/NĐ-CP dated January 09th 2013, amending and supplementing a number of articles on administrative procedures of the Decree No. 43/2010/NĐ-CP. The Ministry of Planning and Investment has studied, formulated and completed the Draft of the Circular providing guidance on enterprise registration replacing the Circular No. 01/2013 / TT-BKHDT. The Ministry of Planning and Investment shall promulgate such Circular immediately after the Government promulgates the Decree on enterprise registration.

In order to ensure that the Law on Enterprise 2014 is implemented from July 1, 2015, before the Decree and Circular providing guidance on enterprise registration take effect, the Ministry of Planning and Investment provides guidance on the enterprise registration as follows:

1. Registration of enterprise establishment, registration of branches, representative offices, and business locations

- With regard to registration of enterprise establishment: The application for enterprise establishment registration shall comply with provisions in Articles 20, 21, 22, 23 of the Law on Enterprise 2014. The procedures for registration of enterprise establishment shall comply with provisions in Article 27 of the Law on Enterprise 2014.

- With regard to registration of branches, representative offices: The application and procedures for registration of branches, representative offices of an enterprise shall comply with provisions in Article 33 of Decree No. 43/2010/NĐ-CP.

- With regard to registration of business location establishment: Within 10 working days, from the date on which the establishment of business location is decided, the enterprise shall send a written notification on business location establishment to Business Registration Department of the district where the business location is located.

Business Registration Department of the district shall issue Certificate of branch, representative office registration, Certificate of business location registration within 03 working days from the date of receiving a satisfactory application.

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- If the enterprise registers for changing the contents in the Certificate of enterprise registration, including: Address of enterprise’s headquarter, enterprise’s name, general partner of partnership, member of multi-member limited liability company, owner of one-member limited liability company, owner of private enterprise, charter capital of company, legal representative, the application and procedures shall comply with the provisions of Article 31 of the Law on Enterprises 2014 and the corresponding provisions in Decree No. 43/2010 / ND CP.

- If the enterprise registers for changing the contents of registration of branch, representative office, business location, the enterprise shall send a written notification to the Business Registration Department of the district where the branch, representative office, or business location is located for issuance of Certificate of branch, representative office, business location registration

3. Notification of changing the contents of enterprise registration

- If the enterprise notifies of change in the contents of enterprise registration, including: lines of business, invested capital of owner of private enterprise, founding shareholders of joint-stock company, tax registration, the application and procedures shall comply with the provisions of Article 32 of the Law on Enterprises 2014 and the corresponding provisions in Decree No. 43/2010 / ND-CP.

- If the enterprise notifies of adjustment of information about enterprise’s manager, information about shareholder who is foreign investors, notifies of offering individual shares, notifies of leasing private enterprises, it shall send a written notification to business registration Department of the district where it is headquartered. Upon receiving the notification, business Registration Department of the district shall give the Receipt to the enterprise, check the validity of the application, issue the Certificate of change of information about enterprise registration, and notify of its opinion about offering individual shares of the joint-stock company or issue the Certificate of leasing private enterprises to the enterprise.

4. Notification of stamp specimen of enterprise, branch, representative office

As prescribed in Clause 2, Article 44 of the Law on Enterprise 2014, the enterprise shall send a written notification of stamp specimen of the enterprise, branch, representative office to Business Registration Department of the district in order to publicize it on National Business Registration Portal.

 A Decision of the company’s owner for one-member limited liability companies, a Decision and a valid copy of meeting minutes of Member assembly for multi-member limited liability companies, a Decision and a valid copy of meeting minutes of Board of Directors for joint-stock companies, a Decision and a valid copy of meeting minutes of general partners for partnerships on content, form, and number of the stamp must be enclosed with the notification.

After receiving the notification of stamp specimen, Business Registration Department of the district shall give the Receipt to the enterprise, post such notification on National Business Registration Portal, and issue the Notification of posting information about the stamp specimen of enterprise, branch, representative office to the enterprise.

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If the enterprise, or its branch, representative office temporarily suspends or resumes its operation ahead of schedule, the enterprise shall send a written notification to business Registration Department of the district where the enterprise, branch, representative office applied for registration at least 15 days before the suspension of business operation or resumption of operation .

If the enterprise suspends or resumes its operation ahead of schedule, a decision and a meeting minutes of Member assembly for multi-member limited liability companies, a decision of the company’s owner for one-member limited companies, a decision and a meeting minutes of Shareholder general assembly for joint-stock companies, decision and a meeting minutes of general partners for partnerships must be enclosed with the Notification.

6. Enterprise dissolution

The application and procedures for enterprise dissolution shall comply with the provisions in Articles 202, 203, 204 of the Law on Enterprise 2014.

Within 02 working days from the date of receiving the application for enterprise dissolution, Business Registration Department of the district shall send a written notification of enterprise dissolution registration of the enterprise to tax authority.

Within 05 working days from the date of receiving the application of enterprise dissolution, if Business Registration Department of the district does not receive any notification from the tax authority, Business Registration Department of the district shall change the enterprise’s legal status into “dissolved” in National Enterprise Registration Database, and issue a Notification of the dissolution of the enterprise.

7. Shutdown of operation of branches, representative offices

The application and procedures for termination of operation of branches, representative offices shall comply with the provisions in Article 206 of the Law on Enterprise 2014.

Business Registration Department of the district shall receive the notification, check the validity of the application and documents, change the branch, representative office’s legal status into “shut down” in National Enterprise Registration Database, and issue a Notification of the shutdown of the branch, representative office.

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If the enterprise operating under investment Certificate (also Certificate of business registration), investment License registers for change of enterprise registration, is shall submit an application to Business Registration Department of the dsitrict where its headquarter is located. The application includes a written request for Certificate of Enterprise registration replacing the business registration in the Investment Certificate and the corresponding documents stipulated in Decree No. 43/2010 / ND-CP.

9. Implementation

The Service of Planning and Investment is requested to direct Business Registration Department of the district:

- To receive, process enterprise registration applications according to the operational process on the national business registration information System.

- To access national business registration Portal at: http://dangkykinhdoanh.gov.vn to download Forms of enterprise registration and to publicly post the Forms at the place where applications are received.

- To assign the staff of Business Registration Department of the district to directly receive applications and provide guidance for the enterprises on application and procedures for enterprise registration in order to ensure that the Law on Enterprises in 2014 is properly implemented from July 1, 2015.

Any problems arising during the implementation should be reported to Business Registration Agency under the Ministry of Planning and Investment for guidance and support. /.

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ATTACHED FILE