THE
GOVERNMENT
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|
SOCIALIST
REPUBLIC OF VIET NAM
Independence
- Freedom - Happiness
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No.
88/2006/ND-CP
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Hanoi,
August 29, 2006
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DECREE
ON BUSINESS
REGISTRATION
THE
GOVERNMENT
Pursuant to the December 25, 2001 Law on Government Organization;
Pursuant to the November 29, 2005 Enterprise
Law;
At the proposal of the Minister of Planning and Investment,
DECREES:
Chapter I
GENERAL PROVISIONS
Article 1.- Scope of regulation
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Article 2.- Subjects of
application
This Decree shall apply to the following subjects:
1. Domestic organizations and individuals; foreign
organizations and individuals registering their business under the Enterprise
Law;
2. Other organizations and individuals that are related to
business registration
Article 3.- The right to
establish enterprises and the obligation of enterprise founders to register
their business
1. Establishing enterprises in accordance with the
provisions of law is the right of individuals and organizations, which is
protected by the State.
2. Enterprise
founders shall be obliged to register their business in accordance with the
provisions of this Decree and relevant legal documents
3. Business registries and other agencies shall be
strictly prohibited from causing troubles to organizations and individuals when
receiving dossiers and dealing with business registration or registration of
changes in business registration contents.
4. Ministries, ministerial-level agencies, People’s
Councils and People’s Committees at all levels shall not be allowed to
promulgate regulations on business registration to be applied to their own
branches or localities.
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Article 4.- Business registration
certificates
1. Business registration certificates are issued to
enterprises operating under the Enterprise Law and business households.
2. Contents of business registration certificates are stipulated
in Article 25 of the Enterprise Law, and written on the basis of the
information in the business registration application dossiers which the
enterprise founders themselves declare and are responsible therefor before law.
The form of business registration certificate shall be stipulated by the
Ministry of Planning and Investment and applied uniformly nationwide.
3. Enterprises which have been issued business
registration certificates before the effective date of this Decree shall not
have to change their business registration certificates and shall be issued new
business registration certificates when they register changes in business
registration contents.
4. Business registration certificates issued by business
registries shall be valid nationwide.
Article 5.- Business lines
1. Business lines shall be written in business
registration certificates according to the system of national economic sectors,
except for banned business lines.
2. For business lines that are not included in the system
of national economic sectors but are stipulated in other legal documents,
business lines shall be written in business registration certificates according
to the business lines stipulated in those legal documents.
3. For business lines that are not included in the system
of national economic sectors and not yet stipulated in other legal documents,
business registries shall consider and write them in business registration
certificates and at the same time notify the Ministry of Planning and
Investment and the General Statistics Office to add new codes.
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5. Conditional business lines shall be stipulated in laws,
ordinances or decrees of the Government. It is strictly forbidden to promulgate
or stipulate conditional business lines ultra vires.
Chapter II
TASKS AND POWERS OF BUSINESS REGISTRIES AND STATE MANAGEMENT
OF BUSINESS REGISTRATION
Article 6.- Business registries
1. Business registries shall be organized in provinces and
centrally run cities (hereinafter referred to as provincial level) and in urban
districts, rural districts, towns, provincial cities (hereinafter referred to
as district level), including:
a/ At the provincial level: Business registration offices
under the provincial/municipal Planning and Investment Services (hereinafter
referred to as provincial-level business registration offices).
As for Ho Chi Minh City
and Hanoi,
one or two more provincial-level business registration offices may be set up
and numbered in a numerical order. The establishment of additional
provincial-level business registration offices shall be decided by the municipal
People’s Committees.
b/ At the district level: Business registration offices
shall be set up in all urban districts, rural districts, towns and provincial
cities where the number of newly registered business households and
cooperatives is 500 or more on average in the latest two years;
For localities which do not have district-level business
registration offices, the Finance and Planning Sections shall perform the task
of business registration stipulated in Article 8 of this Decree (hereinafter
referred to as district-level business registries) and they shall have a seal
for this task.
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3. Provincial-level People’s Committees shall reach agreement
with the Management Boards of Economic Zones that are set up by decisions of
the Prime Minister (hereinafter referred to as economic zones) on the
establishment of business registration offices there.
Article 7.- Tasks, powers and
responsibilities of provincial-level business registration offices
1. To directly receive business registration dossiers;
check the validity of business registration dossiers, and issue or refuse to
issue business registration certificates to enterprises.
2. To coordinate in the development, management and
operation of the local business registration information system; to provide
local business registration information to provincial-level People’s
Committees, local Tax Departments, relevant agencies and the Agency for Small-
and Medium-Sized Enterprises Development under the Ministry of Planning and
Investment on a periodical basis, and to, upon request, organizations and
individuals.
3. To request enterprises to report on business
performance as provided for at Point c, Clause 1, Article 163 of the Enterprise
Law; urge enterprises to implement the annual report regime.
4. To directly inspect or propose competent state agencies
to inspect enterprises against the contents in their business registration
dossiers; give guidance on the order of and procedures for business
registration to enterprises and enterprise founders.
5. To request enterprises to temporarily cease conditional
business lines when finding out that they do not meet all conditions as
required by law.
6. To revoke business registration certificates of
enterprises in the cases specified in Clause 2, Article 165 of the Enterprise
Law.
7. To register business for enterprises of other forms as
provided for by law.
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1. To directly receive business registration dossiers of
business households; check the validity of business registration dossiers, and
issue or refuse to issue business registration certificates to business households.
2. To coordinate with one another in the development,
management and operation of the local household business information system; to
periodically report to district-level People’s Committees, provincial-level
business registration offices, and district-level tax authorities on business
households, enterprises, branches, representative offices and business
locations of enterprises within the districts.
3. To directly inspect business households within the
districts against the contents in business registration dossiers; to coordinate
with competent state agencies to inspect enterprises; to verify the contents of
business registration of enterprises, branches and representative offices
within the districts at the request of provincial-level business registration
offices.
4. To request business households to report on their
business performance when necessary.
5. To request business households to cease temporarily
conditional business lines when finding out that they do not meet all the
conditions as required by law.
6. To revoke business registration certificates of
business households in the cases specified in Article 47 of this Decree.
7. To make business registration for other forms as
provided for by law.
Article 9.-
State management of
business registration:
1. Tasks, powers and responsibilities of the Ministry of
Planning and Investment:
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b/ To provide professional guidance, training and
retraining on business registration for staffs involved in business
registration work.
c/ To organize the development and management of the
business registration information system nationwide; to develop a national
database on business registration to support business registration professional
tasks, collect, store and process information on business registration
nationwide; to provide business registration information to relevant government
agencies, and to, upon request, organizations and individuals.
d/ To assume the prime responsibility for, and coordinate
with the Ministry of Home Affairs in, stipulating the criteria for staffs
engaged in business registration work and management positions in the system of
business registration;
e/ To publish the Enterprise Information Newsletter which
contains establishment proclamation, amendments of business registration,
establishment of branches and representative offices, dissolution, bankruptcy
and violations made by enterprise throughout the country.
f/ International cooperation in business registration.
2. The Ministry of Home Affairs shall assume the prime
responsibility for, and coordinate with the Ministry of Planning and Investment
in, guiding the organization and personnel of provincial-level and
district-level business registries and business registration offices in
economic zones.
3. The Ministry of Finance shall assume the prime
responsibility for, and coordinate with the Ministry of Planning and Investment
in, guiding the regime of collection and use of fees for business registration,
registration of changes in business registration contents, and registration of
setting up of branches, representative offices or business locations.
4. The Ministry of Public Security shall, within the scope
of its functions and tasks, coordinate with concerned ministries and agencies
in guiding the certification of personal identities of enterprise founders and
managers.
5. Ministries, ministerial-level agencies and
government-attached agencies shall, within the scope of their functions and
tasks, have to give instructions about conditional business lines and
conditions for doing these business lines.
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Chapter III
NAME OF ENTERPRISE
Article 10.- Name of enterprise
1. An enterprise name must be written in Vietnamese,
pronounceable and may include numbers and signs and comprises the following two
elements:
a/ First element: Type of enterprise, including: limited
liability company, in which the phrase limited liability (trach nhiem huu han)
can be abbreviated to ‘TNHH’; joint-stock company, in which the word
joint-stock (co phan) can be abbreviated to ‘CP’; partnership company, in which
the word partnership (hop danh) can be abbreviated to ‘HD’; private enterprise,
in which the word private (tu nhan) can be abbreviated to ‘TN’.
b/ Second element: Name of enterprise;
Particularly for foreign-invested enterprises, they can
use their registered foreign name as part or the whole of the name of
enterprise.
2. An enterprise can use its business line, investment
form and other auxiliary elements to form its name, provided that the
enterprise has registered that business line or invested in that form. When no
longer having the business line or making investment in the form that is used
in its name, the enterprise shall have to register a change in its name.
3. If the name of an enterprise comprises elements
describing the origin of quality of goods or services, it must be certified by
a state management agency.
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1. An enterprise shall not be allowed to have a name which
is identical or confusingly similar to that of another enterprise which has
been registered within the same province or centrally run city. This provision
shall not cover enterprises whose business registration certificates have been
revoked.
2. Names of state agencies, people’s armed force units,
political or socio-political organizations cannot be used to form part or the
whole of the name of an enterprise, unless it is permitted by such agencies,
units or organizations.
3. Words and signs in violation of historical and cultural
traditions, morality, and fine customs of the nation and great people’s names
cannot be used to form the name of an enterprise.
4. An enterprise shall not be allowed to use the trade
name already registered for protection by another organization and an
individual to form part or the whole of its name unless it is approved by the owner
of this trade name. Enterprises themselves shall bear responsibility before law
if they violate this provision. In case the name of an enterprise is against
legal provisions on intellectual property rights protection for trade names,
this violating enterprise shall have to register for changing the name.
Article 12.- Identical names and
confusingly similar names
1. Having an identical name is the case where the name of
the enterprise applying for registration is written and read in exactly the
same way as the name of a registered enterprise.
2. In the following cases, an enterprise name shall be
considered confusingly similar to that of another enterprise.
a/ The name in Vietnamese of the enterprise applying for
registration is read in the same way as the name of a registered enterprise;
b/ The name in Vietnamese of the enterprise applying for
registration differs from the name of a registered enterprise only in the
symbol ‘&’; the dash ‘-‘ and the word ‘and’;
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d/ The name in a foreign language of the enterprise
applying for registration is identical to the name in that foreign language of
a registered enterprise;
e/ The name of the enterprise applying for registration
differs from the name of a registered enterprise in one or several cardinal
number(s), ordinal number(s), or one or several Vietnamese letter(s) (A, B,
C,...) which stand(s) right after the enterprise name, unless the enterprise
applying for registration is a subsidiary of the registered enterprise;
f/ The name of the enterprise applying for registration
differs from the name of a registered enterprise in the word “tan” (new)
standing in front of or “moi” (new) after the name of a registered enterprise;
g/ The name of the enterprise applying for registration
differs from the name of a registered enterprise only in the words meaning
Northern, Southern, Central, Western, Eastern or equivalent words, unless the
enterprise applying for registration is a subsidiary of the registered
enterprise;
h/ The name of the enterprise is identical to that of a
registered enterprise.
Article 13.- Other issues related
to enterprise naming
1. Enterprises with identical or confusingly similar names
as stipulated Article 12 of this Decree which were registered before this
Decree takes effect shall not be required to change their names. Enterprises
with identical and confusingly similar names shall be encouraged and
facilitated to negotiate with one another and register to change their names.
2. Pursuant to the provisions of Articles 31, 32, 33 and
34 of the Enterprise Law and the provisions of this Chapter, business
registries shall have the right to reject proposed enterprise names and their
decisions shall be the final ones.
3. Before registering a name, enterprises should refer to
the names of all companies currently in operation in the archive of the
business registration offices in the provinces where they intend to base their
headquarters.
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DOSSIERS, ORDER OF AND PROCEDURES FOR BUSINESS
REGISTRATION OF ENTERPRISES, REGISTRATION OF OPERATION OF BRANCHES AND
REPRESENTATIVE OFFICES
Article 14.- Business
registration dossiers for private enterprises
1. An application for business registration, made
according to the form stipulated by the Ministry of Planning and Investment.
2. A valid copy of one of lawful personal identification
papers of the private enterprise owner stipulated in Article 18 of this Decree.
3. Written certification of legal capital, issued by a
competent agency or organization, for enterprises conducting business lines for
which legal capital is required by law.
4. Valid copies of the practice certificates of the
enterprise director (director general) and other individuals prescribed in
Clause 13, Article 4 of the Enterprise Law, for enterprises operating in
business lines for which practice certificates are required by law
Article 15.- Business
registration dossiers for limited liability companies with two or more members,
joint-stock companies and partnerships
1. An application for business registration, made
according to the form stipulated by the Ministry of Planning and Investment.
2. The draft company charter. The draft company charter
should have all signatures of general partners, for partnerships; of the
representative at law, of members or their authorized representatives; for
limited liability companies with two or more members; of the representative at
law, of founding shareholders or their authorized representatives, for
joint-stock companies.
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a/ A valid copy of one of the lawful personal
identification papers stated in Article 18 of this Decree, of founding members
or founding shareholders who are individuals;
b/ A copy of the establishment decision; business
registration certificate or an equivalent document; the company charter or an
equivalent document; a valid copy of one of the personal identification papers
stated in Article 18 of this Decree of the authorized representative and the
relevant authorization decision for founding members or founding shareholders
that are legal persons.
4. Written certification of legal capital, issued by a
competent agency or organization, for companies conducting business lines for
which legal capital is required by law.
5. Valid copies of the practice certificates of general
partners, for partnerships, of the director (general director) and other
individuals specified in Clause 13, Article 4 of the Enterprise Law, for
limited liability companies with two or more members and joint-stock companies,
in case the companies conduct business lines for which practice certificates
are required by law.
Article 16.- Business
registration dossiers for one-member limited liability companies
1. An application for business registration, made
according to the form stipulated by the Ministry of Planning and Investment.
2. The draft company charter, which should have all
signatures of the owner or the representative at law of the company.
3. A valid copy of one of the personal identification
papers stated in Article 18 of this Decree of the company owner who is an
individual; or the establishment decision, business registration certificate or
an equivalent document, the charter or an equivalent document of the company
owner that is an organization (except for the company owner that is the State).
4. The list of authorized representatives, for one-member
limited liability companies that are organized and managed under the provisions
of Clause 3, Article 67 of the Enterprise Law, made according to the form
stipulated by the Ministry of Planning and Investment. This list shall be
attached with valid copies of one of the personal identification papers of each
authorized representative.
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5. Authorization document issued by the company owner for
the authorized representative, for cases where the company owner is an
organization.
6. Written certification of legal capital, issued by a
competent agency or organization, for companies conducting business lines for
which legal capital is required by law.
7. Valid copies of the practice certificates of the
director (director general) and other individuals specified in Clause 13,
Article 4 of the Enterprise Law, for companies conducting business lines for
which practice certificates are required by law.
Article 17.- Business
registration dossiers for companies established on the basis of division,
separation, consolidation, transformation, and for merging companies
1. In case a limited liability company or joint-stock
company is divided into several companies of the same type, apart from the
papers stated in Article 15 and Article 16 of this Decree, the business
registration dossier must comprise the division decision as stated in Article
150 of the Enterprise Law, the minutes of the Members’ Council meeting, for
limited liability companies with two or more members, the minutes of the
general shareholder meeting, for joint stock companies, on the division of the
company, and a valid copy of the business registration certificate of the
company.
2. In case one or several new companies of the same type
is or are formed by separation from an existing limited liability company or
joint-stock company, apart from the papers stated in Article 15 and Article 16
of this Decree, the business registration dossier of the separated company must
comprise the separation decision as stated in Article 151 of the Enterprise
Law, the minutes of the Members’ Council meeting, for limited liability
companies with two or more members, the minutes of the general shareholder
meeting, for joint-stock companies, on the separation of the company, and a
valid copy of the business registration certificate of the company.
3. In case several companies of the same type are
consolidated into a new company, apart from the papers stated in Article 15 and
Article 16 of this Decree, the business registration dossier must comprise the
consolidation contract as stated in Article 152 of the Enterprise Law, the minutes
of the Members’ Council meeting, for limited liability companies with two or
more members, the minutes of the general shareholder meeting, for joint-stock
companies, and valid copies of the business registration certificates of all
consolidated companies.
4. In case one or several companies of the same type are
merged into another company, apart from the papers stated in Chapter V of this
Decree, the business registration dossier of the merging company must
additionally comprise the merger contract as stated in Article 153 of the
Enterprise Law, the minutes of the Members’ Council meeting, for limited
liability companies with two or more members, the minutes of the general
shareholder meeting, for joint-stock companies, and valid copies of business
registration certificates of the merging company and all merged companies.
5. In case a limited liability company is transformed into
a joint-stock company or vice versa, apart from the papers stated in Article 15
of this Decree, the business registration dossier of the transformed company
must comprise the transformation decision as stated in Article 154 of the
Enterprise Law, the minutes of the Members’ Council meeting, for limited
liability companies with two or more members, the minutes of the general shareholder
meeting, for joint stock companies, on the transformation of the company, and a
valid copy of the business registration certificate of the company.
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The announcement of the establishment of the new
enterprise, the announcement of termination of the former enterprise’s
activities and the settlement of relevant rights and obligations shall be
effected simultaneously.
Article 18.- Personal
identification papers in business registration dossiers
1. Valid people’s identity cards or passports, for
Vietnamese citizens at home.
2. One of the following papers that are still valid, for
overseas Vietnamese:
a/ Vietnamese passport;
b/ Foreign passport (or a paper that can substitute the
foreign passport) and one of the following papers that still are valid:
- Certificate of Vietnamese nationality;
- Certificate of loss of Vietnamese nationality;
- Certificate of citizen registration;
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- Certificate of having Vietnamese origin;
- Certificate of having Vietnamese blood relations;
- Other papers as prescribed by laws.
3. Valid residence card, issued by a competent Vietnamese
agency, and valid passport, for foreigners residing in Vietnam:
4. Valid passport, for foreigners not residing in Vietnam.
Article 19.- Receipt of business
registration dossiers
1. Enterprise
founders or authorized representatives shall submit complete dossiers as
stipulated in this Decree to the provincial-level business registration offices
in the localities where their enterprises are headquartered.
2. Founding members, founding shareholders, company
owners, private enterprise owners, general partners, representative at law of
the enterprises shall be jointly responsible for the accuracy, truthfulness and
lawfulness of the contents of business registration dossiers.
3. Upon receipt of dossiers, business registration offices
must hand over to the dossier submitters dossier receipt slips. Business
registration offices shall be responsible for the validity of dossiers as
provided for in Clause 3, Article 4 of the Enterprise Law, but not responsible
for illegal acts committed by the enterprises after the registration.
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1. Within 10 (ten) working days as from the date of
receipt of valid dossiers, provincial-level business registration
offices shall issue business registration certificates to applying enterprises.
2. If they receive neither a business registration
certificate nor a notice requiring amendments or supplements to business
registration dossiers after 10 (ten) working days, enterprise founders may
lodge a complaint in accordance with the provisions of law on complaints and
denunciations.
3. The representatives at law of the enterprises
themselves shall have to sign the business registration certificates at the
business registry.
Article 21.- Issuance of business
registration certificates
1. Enterprises shall be issued business registration
certificates if they meet all the conditions specified in Article 24 of the
Enterprise Law.
2. In case of invalid dossiers or improperly chosen
enterprise names, the business registration offices shall notify in writing
enterprise founders of contents that should be amended and/or supplemented
within 10 (ten) working days as from the date of receipt of the dossiers.
3. As from the date of issuance of business registration
certificates, all enterprises can commence their business activities, except
for those engaged in conditional business lines.
Article 22.- Provision of
information on business registration contents:
1. Information in business registration dossiers archived
at business registries shall have the same legal validity as original
information.
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Article 23.- Business
registration fee
Business registration fee shall be charged according to
the number of business lines registered.
The number of business lines used for determining business
registration fees shall be based on the list of grade-four business lines in
the system of national economic sectors.
Article 24.- Registration of
operation of branches, representative offices and business locations
1. Dossiers of registration of operation of branches or
representative offices:
Within 10 (ten) working days as from the date of making
decision to establish branches or representative offices, enterprises shall
have to send a notice on the establishment of branches or representative
offices to the provincial-level business registration office of the locality
where the enterprises locate their branches or representative offices. Such a
notice shall cover:
a/ Name and address of the head office of the enterprise;
b/ The enterprise’s business lines;
c/ Name of the branch or representative office planned to
be established. The name of the branch or representative office shall bear the name
of the enterprise and the word “branch” in case of branch establishment
registration or the words “representative office” in case of representative
office establishment registration;
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e/ The field and scope of operation of the branch or
representative office;
f/ Full name, residence, people’s identity card or
passport number or other legal personal identification papers as stipulated in
Article 18 of this Decree, of the head of the branch or representative office;
g/ Full name and signature of the representative at law of
the enterprise.
The notice stated in this Clause shall be enclosed with:
- A copy of the enterprise’s business registration
certificate;
- A copy of the company charter, for limited liability
companies, joint-stock companies or partnerships;
- A written decision and a copy of the minute of the
meeting of the Members’ Council on the establishment of the branch or
representative office, for limited liability companies with two or more members;
of the company owner or the Members’ Council or the company president, for
one-member limited liability companies; of the Management Board, for
joint-stock companies; or of general partners, for partnerships;
- A valid copy of the decision on the appointment of the
head of the branch or representative office.
With regard to branches planned to conduct business lines
that require a practice certificate, a valid copy of the practice certificate
of the head or deputy head of the branch shall be included.
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2. Notice of business location
Business locations of enterprises can be other than their
registered head office. In this case, enterprises set up their business
location in the province or city where their head offices or branches are
based. Within 10 (ten) working days as from the date of making decision to set
up a business location, enterprises shall have to send a notice on the business
location to the provincial-level business registration office. Such a notice
shall cover:
a/ Name and address of the head office of the enterprise,
name and address of the branch (in case the business location is directly
attached to the branch);
b/ Name and address of the business location. The name of
the business location has to bear the name of the enterprise and the
organization form of the business location;
c/ The field of operation of the business location;
d/ Full name, residence, people’s identity card or
passport number or other legal personal identification papers as stipulated in
Article 18 of this Decree, of the head of the business location;
e/ Full name and signature of the representative at law of
the enterprise.
3. Within 7 (seven) working days as from the date of
receipt of valid dossiers, the provincial-level business registration office
shall issue the operation registration certificate of the branch or
representative office, or supplement the business location address to the
business registration certificate of the enterprise or the operation
registration certificate of the branch.
4. In case an enterprise establishes a branch or
representative office outside the province or city where its head office is
based, within 7 (seven) working days as from the date of issuance of the
operation registration certificate for the branch or representative office, it
shall have to send a written notice to the provincial-level business
registration office of the locality where its head office is based in order to
be supplemented to the business registration dossier and be re-issued a business
registration certificate.
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Within 10 (ten) working days as from the date of the
official opening of a branch or representative office, enterprises shall send
notices thereon to the business registration office where they have registered
their business. Such a notice shall be enclosed with a valid copy of the
operation registration certificate of the branch or representative office or
equivalent documents to be supplemented to the business registration dossiers
in order that the enterprises shall be re-issued a business registration
certificate.
Chapter V
DOSSIERS, ORDER OF AND PROCEDURES FOR BUSINESS
REGISTRATION IN CASE OF SUPPLEMENTATION AND CHANGE OF BUSINESS REGISTRATION
CONTENTS
Article 25.- Registration of
supplementation or change of business lines
Within 10 (ten) working days as from the date of making
decision to supplement or change its business lines, the enterprise
shall have to send a notice to the business registration office where it has
registered its business. Such a notice shall cover:
a/ The enterprise’s name and head office address, the
number and, date of issuance of its business registration certificate;
b/ The supplemented or changed business lines;
c/ The full name and signature of the representative at
law of the enterprise;
If the business line that is supplemented or changed
requires legal capital, a competent agency’s written certification of the
enterprise’s legal capital amount shall be enclosed.
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This notice shall be enclosed with the written decision
and a copy of the minutes of the Members’ Council meeting, for limited
liability companies with two or more members; of the general shareholders
meeting, for joint-stock companies; of general partners, for partnerships; the
decision of the company owner, for one-member limited liability companies, or
the decision of the owner, for private enterprises, on the supplementation or
change of business lines. Changes in the company charter must be clearly
indicated in the decision and the meeting minutes.
2. Upon receipt of the notice, the business registration
office shall have to issue a notice receipt slip and register the business line
addition or change within 7 (seven) working days as from the date of receipt of
the complete valid dossier.
Upon receipt of the new business registration certificate,
enterprises shall have to return their old original business registration
certificate.
Article 26.- Registration of
change of addresses of enterprises’ head offices
1. When relocating its head office to another place within
the same province or centrally-run city, within 10 (ten) working days as from
the date of making decision to relocate, the enterprise shall have to send a
notice thereon to the business registration office where it has registered its
business. Such a notice shall cover:
a/ The enterprise’s name, head office address, the number
and date of issuance of its business registration certificate;
b/ The address of the planned new head office;
c/ The full name and signature of the enterprise’s
representative at law.
This notice shall be enclosed with the written decision
and a copy of the minutes of the Members’ Council meeting, for limited
liability companies with two or more members; of the general shareholders
meeting, for joint-stock companies; of general partners, for partnerships; the
decision of the company owner, for one-member limited liability companies, or
the decision of the owner, for private enterprises, on the change of the
address of the head office. Changes in the company charter must be
clearly indicated in the decision and the meeting minutes.
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Upon receipt of the new business registration certificate,
enterprises shall have to return their old original business registration
certificate.
2. When relocating its head office to another province or
city, within 10 (ten) working days as from the date of making decision to
relocate, the enterprise shall have to send a notice to the business
registration office of the locality where the enterprise plans to locate its
new head office. Such a notice shall cover:
a/ The enterprise’s name, head office address, the number,
date and place of issuance of its business registration certificate;
b/ The address of the planned new head office;
c/ The full name, the number of the people’s identity
card, passport or another lawful personal certification paper as stipulated in
Article 18 of this Decree, permanent residence address and signature of the
enterprise’s representative at law.
The notice sent to the business registration office of the
locality where the enterprise plans to base its new head office shall be
enclosed with the amended company charter and list of members, for limited
liability companies with two or more members; the list of authorized
representatives, for one-member limited liability companies that are organized
and managed as provided for in Clause 3, Article 67 of the Enterprise Law; the
list of founding shareholders, for joint- stock companies; the list of general
partners, for partnerships; the written decision and a copy of the minutes of
the Members’ Council meeting, for limited liability companies with two or more
members; of the general shareholders meeting, for joint-stock companies; of
general partners, for partnerships; the decision of the company owner, for
one-member limited liability companies; or the decision of the owner, for
private enterprises.
Upon receipt of the notice, the business registration
office of the locality where the enterprise plans to base its new head office
shall issue a receipt slip, register the relocation of the head office and
re-issue a business registration certificate to the enterprise within 7 (seven)
working days as from the date of receipt of the complete valid dossier and the
enterprise’s name is not against the regulations on enterprise naming.
Upon receipt of the new business registration certificate,
enterprises shall have to return their old original business registration
certificate to the business registration office of the locality where they base
their new head office.
Within 7 (seven) working days as from the date of
re-issuance of the business registration certificate to the enterprise, the
business registration office of the locality where the enterprise bases its new
head office shall have to send a copy of the new business registration
certificate to the business registration office where the enterprise previously
registered its business.
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Article 27.- Registration of
change in enterprise name
1. Within ten (10) working days as from the date of making
decision to change its name, the enterprise shall have to send a notice to the
provincial-level business registration office where the enterprise has
registered its business. Such a notice shall cover:
a/ The enterprise’s current name, head office address, the
number and date of issuance of its business registration certificate;
b/ The expected new name;
c/ The full name and signature of the enterprise’s
representative at law.
This notice shall be enclosed with the written decision
and a copy of the minutes of the Members’ Council meeting, for limited
liability companies with two or more members; of the general shareholders
meeting, for joint-stock companies; of general partners, for partnerships; the
decision of the company owner, for one-member limited liability companies, or
the decision of the owner, for private enterprises, on the change of the
enterprise name. Changes in the company charter must be clearly
indicated in the decision and the meeting minutes.
2. Upon receipt of the notice, the business registration
office shall have to issue a receipt slip and register the change of the
enterprise’s name within 7 (seven) working days as from the date of receipt of
the complete valid dossier and if the enterprise’s name is not against the
regulations on enterprise naming.
Upon receipt of the new business registration certificate,
enterprises shall have to return their old original business registration
certificate.
3. The change of an enterprise’s name shall not alter the
rights and obligations of this enterprise.
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When a partnership admits a new general partner,
germinates the membership of a general partner under the provisions of Clauses
1, 2 and 3, Article 138 of the Enterprise Law, within 10 (ten) working days as
from the date of making decision to change a general partner, it shall
have to send a notice to the business registration office where the company has
registered its business. Such a notice shall cover:
1. The company’s name, head office address, the number and
date of issuance of its business registration certificate;
2. The full names, the number of the people’s identity
card, passport or other legal personal identification papers as stipulated in
Article 18 of this Decree, the permanent residence address of the new general
partner or the general partner whose membership is terminated;
3. The signatures of all general partners or authorized
general partners, except for the partner whose membership is terminated;
4. Amendments in the company’s charter.
Upon receipt of the notice, the business registration
office shall have to issue a receipt slip and effect the registration of
partner change within 7 (seven) working days as from the date of receipt of
complete and valid dossier.
Upon receipt of the new business registration certificate,
enterprises shall have to return their old original business registration
certificate.
Article 29.- Registration of
change of representatives at law of limited liability companies or joint-stock
companies
In case a limited liability company or joint-stock company
changes its representative at law, within 10 (ten) working days as from the
date of making decision to change, the company shall have to send a notice to
the business registration office where it registered its business. Such a
notice shall cover:
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2. The full names, the numbers of the people’s identity
cards, passports or other legal personal identification papers as stipulated in
Article 18 of this Decree, positions and permanent residence addresses of the
incumbent representative at law and the successive representative at law of the
company;
3. The full name and signature of the chairman of the
Members’ Council, for limited liability companies with two or more members; of
the company owner or chairman of the Members’ Council or the company president,
for one-member limited liability companies; or of the chairman of the
Management Board, for joint-stock companies. If the chairman of the Members’
Council, the president of the company, the chairman of the Management Board has
escaped from his/her residence place, is held in custody, suffers from a mental
disease or other ailments which render him/her unable to perceive or control
him/herself or refuses to sign the company’s notice, there must be the full
names and signatures of the members of the Members’ Council or the company owner
or the members of the Management Board, who have attended and unanimously voted
for the change of the company’s representative at law.
This notice must be enclosed with the written decision and
a copy of the minutes of the Members’ Council meeting, for limited liability
companies with two or more members, of the general shareholders meeting, for
joint-stock companies, the decision of the company owner, for one-member
limited liability companies, on the change of the representative at law. Changes
in the company charter shall be clearly indicated in the decision, and the
minutes of the meeting of the Members’ Council or the general shareholders
meeting, or the decision of the company owner
Upon receipt of the notice, the business registration
office shall have to issue a receipt slip and effect the registration of the
change of the representative at law of the limited liability company or
joint-stock company within 7 (seven) working days as from the date of receipt
of the complete and valid dossier.
Upon receipt of the new business registration certificate,
enterprises shall have to return their old original business registration
certificate.
Article 30.- Registration for
change of investment capital of private enterprise owners
Within 10 (ten) working days as from the date of making
decision to increase or reduce the registered investment capital, the owner of
the private enterprise shall have to send a notice on the change to the
business registration office where it has registered its business. Such a notice
shall cover:
1. The enterprise’s name, head office address, the number
and date of issuance of its business registration certificate;
2. Lines of business;
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4. The full name, nationality, the number of the people’s
identity card, passport number or other legal personal identification papers as
stipulated in Article 18 of this Decree, the residence address and signature of
the enterprise owner;
Upon receipt of the notice, the business registration
office issues a receipt slip and effects the registration of the investment
capital change within 7 (seven) working days as from the date of receipt of the
complete and valid dossier.
Upon receipt of the new business registration certificate,
enterprises shall have to return their old original business registration
certificate.
Article 31.- Registration of
change of charter capital of companies
1. Within 7 (seven) working days as from the date of
making decision to increase or reduce the charter capital or change the capital
contribution proportion, the company shall send a notice to the business
registration office where it has registered its business. Such a notice shall
cover:
a/ The company’s name, head office address, the number and
date of issuance of its business registration certificate;
b/ The full name, address, nationality, the number of the
identity card, passport or other legal personal identification papers as
stipulated in Article 18 of this Decree or the number of the decision on the
establishment, business registration number of each member, for limited
liability companies with two or more members, of the owner and the authorized
person, for one-member limited liability companies, of the founding
shareholders, for joint-stock companies, of the general partners, for
partnerships;
c/ The proportion of the capital contribution of each
member, for limited liability companies with two or more members or of each
founding shareholder, for joint-stock companies, the authorized ownership
proportion of each authorized representative, for one-member limited liability
companies organized and managed under the provisions of Clause 3, Article 67 of
the Enterprise Law;
d/ The registered charter capital and the proposed new
charter capital; the time and form of capital increase or reduction;
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This notice must be enclosed with the written decision and
a copy of the minutes of the Members’ Council meeting, for limited liability
companies with two or more members, of the general shareholders meeting, for
joint-stock companies; the decision of the company owner, for one-member
limited liability companies on the change of charter capital of the company.
Changes in the company charter shall be clearly indicated in the decision,
and the minutes of the meeting of the Members’ Council or general shareholders
meeting and the decision of the company owner.
In case of charter capital reduction, the
enterprise shall make commitment to ensure the payment of all debts and other
asset liabilities after the capital reduction, and attach the notice with the
latest financial statement available following the time of making decision to
reduce its charter capital. For a company with foreign-owned capital accounting
for more than 50%, its financial statement must be verified by an independent
auditor.
Upon receipt of the notice, the business registration
office shall issue a receipt slip and effect the registration on capital
increase or reduction within 10 (ten) working days as from the date of receipt
of the complete and valid dossier.
Upon receipt of the new business registration certificate,
enterprises shall have to return their old original business registration
certificate.
2. The registration of charter capital increase or
reduction shall not apply to one- member limited liability companies.
3. In case of capital reduction for enterprises conducting
business lines that require legal capital, the registration of charter capital
reduction shall be effected for the enterprises only if their registered
capital level after the reduction is not lower than the legal capital level
applicable to such business lines.
Article 32.- Registration of
change of founding shareholders of joint-stock companies
1. Registration of change of founding shareholders of
joint-stock companies in the case specified in Clause 3, Article 84 of the
Enterprise Law:
Within 10 (ten) working days as from the date of making
decision to change, the company shall send a notice to the business
registration office where it has registered its business. Such a notice shall
cover:
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b/ The name, head office address, the number of the
business registration certificate or establishment decision, for founding
shareholders that are organizations, or the full name, the number of the
people’s identity card, passport or other legal personal identification papers
as stipulated in Article 18 of this Decree, for founding shareholders that are
individuals, and the unfulfilled share of capital of the founding shareholder
who does not keep the commitment of capital contribution;
c/ The name, head office address, number of the business
registration certificate or establishment decision, for organizations, the full
name, number of the people’s identity card, passport or other legal personal
identification papers as stipulated in Article 18 of this Decree, for
individuals, and the capital contribution after the supplementary capital contribution
of the shareholder who agrees to make the supplementary capital contribution;
d/ The full name, number of the people’s, identity card,
passport or other legal personal identification papers as stipulated in Article
18 of this Decree and the signature of the representative at law of the
company;
The notice shall be enclosed with the written decision, a
copy of the minutes of the general shareholders meeting on the change of the
founding shareholder due to the unfulfilled commitment of capital contribution;
the list of founding shareholders after the change. Changes in the company
charter shall be clearly indicated in the decision and the minutes of the
general shareholders meeting.
Upon receipt of the notice, the business registration
office shall issue a receipt slip and effect the registration of founding
shareholder change within 7 (seven) working days as from the date of receipt of
the complete and valid dossier.
Upon receipt of the new business registration certificate,
enterprises shall have to return their old original business registration
certificate.
2. Registration of change of founding shareholders in the
case stipulated in Clause 5, Article 84 of the Enterprise Law:
Within 10 (ten) working days as from the date of making decision
to change, the company shall send a notice to the business registration office
where it has registered its business. Such a notice shall cover:
a/ The company’s name, head office address, the number and
date of issuance of its business registration certificate;
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c/ The full name, number of the people’s, identity card,
passport or other legal personal identification papers as stipulated in Article
18 of this Decree and the signature of the representative at law of the
company;
The notice shall be attached with the written decision, a
copy of the minutes of the general shareholders meeting on the change of the
founding shareholder; and the list of founding shareholders after the change.
Changes in the company charter shall be clearly indicated in the decision, and
the minutes of the general shareholders meeting.
Upon receipt of the notice, the business registration
office shall issue a receipt slip and effect the registration of founding
shareholder change within 7 (seven) working days as from the date of receipt of
the complete and valid dossier.
Upon receipt of the new business registration certificate,
enterprises shall have to return their old original business registration
certificate.
Article 33.- Registration of
change of members of limited liability companies with two or more members
In case of admission of a new member, within 10 (ten)
working days as from the date of making decision to admit, the company shall
send a notice to the business registration office where it has registered its
business. Such a notice shall cover:
a/ The company’s name, head office address, the number and
date of issuance of its business registration certificate;
b/ The name and head office address, for members that are
organizations, the full name, nationality, the people’s identity card, passport
or other legal identification papers as stipulated in Article 18 of this
Decree, for members that are individuals; the value and the amount of capital
contribution, time of capital contribution and the type of asset used as
contribution, the quantity and value of each contributed asset of the new member;
c/ The newly changed capital contribution of all members
after the admission of the new one;
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e/ The full name and signature of the representative at
law of the company.
The notice shall be attached with the written decision and
a copy of the minutes of the Members’ Council meeting on the admission of the
new one, and the written certification of the capital contribution of the new
member to the company. In case the member is a foreign organization, a valid
copy of the establishment license or business registration certificate or other
document of equivalent validity shall be also required; in case the member is a
foreign individual, a copy of the valid passport or other legal personal identification
papers as stipulated in Article 18 of this Decree shall be also required.
Changes in the company charter shall be clearly indicated in the decision, and
the minutes of the Members’ Council meeting.
Upon receipt of the notice, the business registration
office shall issue a receipt slip and effect the registration of member change
and charter capital increase within 7 (seven) working days as from the date of
receipt of the complete and valid dossier.
2. In case of change of member due to the transfer of the
capital contribution, within 10 (ten) working days as from the date of making
decision to change, the company shall send a notice to the business
registration office where it has registered its business. Such a notice shall
include:
a/ The company’s name, head office address, the number and
date of issuance of its business registration certificate;
b/ The name and head office address, for organizations, or
the full name, nationality, number of the people’s identity card, passport or
other legal personal identification papers as stipulated at the Article 18 of
this Decree, for individuals; and the capital contribution of the transferor
and transferee;
c/ The capital contribution of the members after the
transfer;
d/ The timing of the transfer;
e/ The full name and signature of the representative at
law of the company.
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Upon receipt of the notice, business registration office
shall issue a receipt slip and effect the registration of member change within
7 (seven) working days as from the date of receipt of the complete and valid
dossier.
3. In case of change of a member due to inheritance,
within 10 (ten) working days after the date of making decision to change, the
company shall send a notice to the business registration office where it has
registered its business. Such a notice shall cover:
a/ The company’s name, head office address, the number and
date of issuance of its business registration certificate;
b/ The full name, number of the people’s identity card,
passport or other legal personal identification papers as stipulated in Article
18 of this Decree, nationality and the capital contribution of the member that
left the inheritance and of every person who receives the inheritance;.
c/ The timing of inheritance;
d/ The full name and signature of the representative at
law of the company.
Upon receipt of the notice, the business registration office
shall issue a receipt slip and effect the registration of member change within
7 (seven) working days as from the date of receipt of the complete and valid
dossier.
4. In case of registration of the change of a member
because he/she fails to contribute the committed capital as stipulated in
Clause 3, Article 39 of the Enterprise Law, within 10 (ten) working day as from
the date of making decision to change, the company shall send a notice to the
business registration office where it has registered its business. Such a
notice shall include:
a/ The company’s name, head office address, the number and
date of issuance of its business registration certificate;
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c/ The full name and signature of the representative at
law of the company.
The notice shall be attached with the written decision and
a copy of the minutes of the Members’ Council meeting on the change of the
member due to the unfulfilled commitment of capital contribution and the list
of the remaining members of the company. Changes in the company charter shall
be clearly indicated in the decision and the minutes of the Members Council
meeting.
Upon receipt of the notice, the business registration
office shall issue a receipt slip and effect the registration of member change
within 7 (seven) working days as from the date of receipt of the complete and
valid dossier.
5. Upon receipt of the new business registration
certificate, enterprises shall have to return their old original business
registration certificate.
Article 34.- Registration of
change of business registration or operation registration contents in
accordance with court decisions
In case of change of business registration or operation registration
contents in accordance with court decisions, enterprises shall have to register
such change. In the dossier of change, in addition to the documents stipulated
in this Chapter, there must be a valid copy of the court judgment or decision
which has entered into legal force.
Article 35.- Enterprise’s
right to complain
If after the prescribed time limit as from the date of
sending its notice on supplementation or amendment of business registration
contents prescribed in this Chapter to the business registration office, the
enterprise does not receive the registration of supplementation or amendment of
their business registration contents according to regulations or does not
receive a notice requiring supplementation or change of the business registration
dossier from the business registration office, it shall be entitled to lodge
its complaints in accordance with the provisions of law on complaints and
denunciations.
Chapter VI
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Article 36.- Business households
1. Business households established by an individual who is
Vietnamese citizen or a group or a household may only register business at one
location, may use not more than ten employees, shall not have a seal and shall
be liable with all of their assets to their business activities.
2. Households engaged in agricultural production,
forestry, fishery or salt making, street vendors, small vendors, traveling
wholesale traders, mobile traders or service providers who have low income
shall not have to register their business except for conditional business
lines. People’s Committees of provinces and centrally run cities shall set
levels of low income in their respective localities, which shall not exceed the
threshold income liable to personal income tax in accordance with the
provisions of tax law.
3. Business households which regularly employ more than
ten laborers shall have to register as enterprises.
Article 37.- The right to
set up business households and the obligation to register the business
1. Vietnamese citizens who are aged full 18 years, with
full legal capacity and civil act capacity and households shall have the right
to set up business households and the obligation to register their business as
stipulated in this Chapter.
2. Individuals and households stated in Clause 1 of this
Article may each register only one business household nationwide.
Article 38.- Order of and
procedures for business registration of business households
1. Individual or representative of the household shall
send a written request for business household registration enclosed with a copy
of his/her people’s identity card to the business registry of the district
where the place of business is located.
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a/ The name of the business household and address of the
business location;
b/ Business lines;
c/ Business capital;
d/ The full name, number and date of issuance of the
people’s identity card, the residence address and signature of the individual or
representative of the household;
For business lines which require a practice certificate,
apart from papers stipulated in Clause 1 of this Article, a valid copy of the
practice certificate of the individual or representative of the household
should be included.
For business lines which require legal capital, apart from
papers stipulated in Clause 1 of this Article, a valid copy of the written
certification of legal capital, issued by a competent agency or organization
should be included.
3. Upon receipt of the dossier, the district-level
business registry shall hand over a receipt slip and issue a business
registration certificate to the business household within 5 (five) working days
as from the date of receipt of the dossier, provided that all following
conditions are met:
a/ The business lines are not on the list of banned
business lines;
b/ The proposed name of the business household for
registration conforms to Article 42 of this Decree;
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In case the dossier is not valid, within 5 (five) working
days as from the date of receipt thereof, the business registry shall have to
inform in writing the founder of the business household of the details that
need to be modified and/or supplemented.
4. After 5 (five) working days as from the date of
submission of the business registration dossier, if the applicant for business
household registration does not receive a business registration certificate or
notice requesting modification and/or supplementation of the business
registration dossier, he/she shall be entitled to lodge complaints in
accordance with the provisions of law on complaints and denunciations.
5. Periodically in the first week of every month,
district-level business registries shall send the list of registered business
households of the previous month to the provincial-level business registration
office, the tax authority at the same level, and specialized
provincial/municipal Services.
Article 39.- Business timing
Business households shall be entitled to conduct business
activities after they receive business registration certificates, except the
case of conditional business lines.
Article 40.- Business locations
of business households
Business households that conduct traveling wholesale or
mobile business shall have to select a fixed location for business
registration. This place can be a registered permanent or temporary residence
or where business activities are most frequently conducted or where trade
transactions are conducted. Business households that conduct travelling
wholesale or mobile business may carry out business activities outside the
place registered with the business registry but shall have to inform the tax
authorities and market management authorities of the places where they have
registered their head office and where the conduct business activities.
Article 41.- Registration of
change of business registration contents
1. When changing registered business registration
contents, the business household shall inform such changes to the
district-level business registry where it has registered its business.
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3. In case of terminating business activities, the
business household shall have to return the original business
registration certificate to the district-level business registry where it has
registered its business and pay all debts, including taxes and other
outstanding financial liabilities.
Article 42.- Naming of business
households
1. Business households shall have their own name. The name
of a business household shall include the following two elements:
a/ First element: Type of business “Household business”;
b/ Second element: Name of the household business.
The name must be in Vietnamese and pronounceable, and may
include numbers and signs.
2. Letters, words and signs that violate national
historical traditions, culture, morality and fine customs shall not be used in
the names of business households.
3. Names of business households must not be identical to
names of other business households already registered in the same district.
Chapter VII
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Article 43.- Temporary cessation
of business activities
An enterprise which temporarily ceases its business
activities shall have to send a notice in writing to the business registration
office where it has registered its business and the tax authority at least 15
(fifteen) days before the temporary cessation of business. Such a notice shall
cover:
1. The enterprise’s name, head office address, the number
and date of issuance of its business registration certificate.
2. Its business lines.
3. The temporary business cessation duration, the starting
date and the closing date thereof. The temporary business cessation duration
indicated in the notice must not exceed 1 (one) year. After the temporary
cessation duration indicated in the notice, if the enterprise sustains its
operation cessation, another notice should be sent to the business registry.
The total length of time of temporary cessation must not exceed two years.
4. The reasons for temporary business cessation.
5. The full name and signature of the enterprise’s
representative at law.
This notice must be enclosed with the decision and a copy
of the minutes of the Members Council meeting, for limited liability companies
with two or more members; of the company owner, for one-member limited
liability companies, of the general shareholders meeting, for joint-stock
companies; or of general partners, for partnerships.
The business registration office shall receive the notice
and make note in the monitoring book.
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1. Re-issuance of a business registration certificate in
case of loss
a/ Upon the loss of the business registration certificate,
the enterprise shall report to the police of the place where the certificate is
lost, the business registration office where it has registered its business and
make three consecutive announcements on the mass media.
b/ After 30 (thirty) days as from the date of the
announcement, if the enterprise still cannot find the lost certificate, it
shall request the business registration office which has issued the business
registration certificate to re-issue it. The dossier of application for
re-issuance shall comprise:
- A written request for re-issuance of the business
registration certificate;
- The certification of the police on the enterprise’s
report of the loss of the business registration certificate;
- Document of a newspaper or radio or television station
on the publication of the announcement on the loss of business registration
certificate or the newspaper issues that carry the announcement.
2. Re-issuance of the business registration certificate in
case the certificate is torn apart, crushed, burned or otherwise damaged.
In this case, the enterprise shall send a written request
specifying the reasons for the application for the re-issuance of the business
registration certificate to the business registration office.
3. Upon receipt of the dossier mentioned at Point 1 or 2
of this Article, the business registration office shall issue a receipt slip to
the enterprise.
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4. The re-issuance of the operation registration
certificate of the branch or the representative office whose operation
registration certificate is lost, torn apart, crushed, and burned or otherwise
damaged shall be carried out in accordance with the provisions of Clauses 1, 2
and, 3 of this Article.
5. In case a business registration certificate was issued
not in accordance with the dossier, order of and procedures as provided for by
law, the business registration office shall notify the enterprise to complete
the dossier so that the re-issuance or rejection of the business registration
certificate can be taken into consideration.
Article 45.- Withdrawal of
business registration certificates
1. Cases of withdrawing the business registration
certificates are stipulated in Clause 2, Article 165 of the Enterprise Law.
2. The order of and procedures for withdrawing the
business registration certificate according to court decisions shall comply
with instructions of competent state agencies.
Article 46.- Order of and
procedures for withdrawing business registration certificates
1. In case the business registration office finds out forged
contents declared in the business registration dossier:
If the business registration office finds out forged
contents declared in the business registration dossier of a newly founded
enterprise, it shall make a notice on the violation made by the enterprise and
issue a decision to withdraw the business registration certificate;
If the business registration office finds out forged
contents declared in the dossier of registration of changes in business
registration contents, it shall request a competent agency to administratively
sanction this violation in business registration and, at the same tine,
eliminate the already made changes based on forged information.
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a/ For private enterprises and one-member limited liability
companies owned by single individuals: The business registration office where
the enterprise has registered its business shall make a notice on the violation
committed by the enterprise and issue a decision to withdraw its business
registration certificate.
b/ For limited liability companies with two or more
members, one-member limited liability companies owned by single organizations
joint-stock companies and partnerships: The business registration office where
the enterprise has registered its business shall make a notice requesting the
enterprise to change members or shareholders who do not have the right to
establish an enterprise within 30 (thirty) days as from the date of the notice.
After this time limit, if the enterprise fails to register the change of
members or shareholders, the business registration office shall make a notice
on the violation committed by the enterprise and issue a decision to withdraw
its business registration certificate.
3. For those enterprises that violate Points c, d, e and
f, Clause 2, Article 165 of the Enterprise Law, the business registration
office shall make a notice on the violation and request the representative at
law of the enterprise to go to the office for clarification and explanation.
After 10 (ten) working days as from the deadline stated in the notice, if the
requested person fails to come, the business registration office shall issue a
decision to withdraw the business registration certificate.
4. When an enterprise fails to send reports according to
Point g, Clause 2, Article 165 of the Enterprise Law, within 10 (ten) working
days as from the expiration of the time limit for sending reports, the business
registration office shall send a written notice to request the representative
at law of the enterprise to go to the office for clarification and explanation.
After 10 (ten) working days as from the date of the appointment indicated in
the notice, if the representative fails to come, the, business registration
office shall make a notice on the violation committed by the enterprise and
issue a decision to withdraw its business registration certificate.
5. If the business registration office finds out that the
enterprise has conducted a banned business line, it shall issue a notice on the
violation and issue a decision to withdraw the business registration
certificate and, at the same time, informs competent state agencies for
handling according to the provisions of law.
6. After receiving the decision to withdraw the business
registration certificate, the enterprise shall carry out dissolution procedures
as stipulated in Article 158 of the Enterprise Law. Within 6 (six) months as
from the date of issuance of the decision to withdraw the business registration
certificate, if the dissolution dossier of the enterprise is not received, the
enterprise shall be considered having been dissolved and the business
registration office shall delete the enterprise’s name in the business registry
book. In this case, the representative at law and all members, for limited liability
companies, the company owner, for one-member limited liability companies, the
company owner, for private enterprises, and all members of the Management
Board, for joint-stock companies and all general partners, for partnerships,
shall be jointly responsible for all debts and unfulfilled asset liabilities.
Article 47.- Cases of withdrawal
of business registration certificates of business households
Business household shall have its business registration
certificate withdrawn in the following cases:
1. Failing to start business activities within 6 (six)
months as from the date its business registration certificate was issued;
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3. Relocating their business location to another district;
4. Conducting banned business lines.
Chapter VIII
IMPLEMENTATION PROVISIONS
Article 48.- Handling of
violations, commendation
1. Cadres, civil servants requesting business founders to
submit papers, imposing business registration procedures or conditions which
are against this Decree; causing difficulties or troubles to organizations and
individuals when processing dossier of business registration or checking
business registration contents, shall be handled in accordance with the
provisions of law.
2. Cadres, civil servants who refuse to issue business
registration certificates to qualified applicants or who issue business
registration certificates to unqualified applicants, shall be handled in
accordance with the provisions of law.
3. Business registries, business registry staffs that well
have discharged their assigned tasks shall be rewarded according to
regulations.
Article 49.- Implementation
effect
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2. This Decree shall replace the Government’s Decree No.
109/2004/ND-CP of April 2, 2004, on business registration.
Article 50.- Responsibility of
implementing the Decree
Ministers, heads of ministerial agencies, heads of
government-attached agencies, and presidents of People’s Committees of
provinces and centrally run cities shall have to implement this Decree.
The Ministers of Planning and Investment, Home Affairs,
Finance, Justice, and Public Security shall have to guide the implementation of
this Decree.
ON BEHALF OF
THE GOVERNMENT
PRIME MINISTER
Nguyen Tan Dung