Date issued: | 04/01/2021 | Effective date: | 04/01/2021 |
Document Type: | Decree | Status: | Still validated |
GOVERMENT | SOCIAL REPUBLIC OF VIETNAM Independence - Freedom - Happiness |
Number: 01 / 2021 / ND-CP | Hanoi, date 04 month 01 year 2021 |
DECREE
ABOUT BUSINESS REGISTRATION
Pursuant to the June 19, 6 Law on Government Organization; The Law amending and supplementing a number of articles of the Law on Government Organization and the Law on Organization of Local Government dated November 2015, 22;
Pursuant to the Enterprise Law dated November 17, 6;
Pursuant to the November 17, 6 Investment Law;
Pursuant to the Law on Tax Administration dated June 13, 6;
Pursuant to the June 16, 6 Law on Credit Institutions;
Pursuant to the November 20, 11 Law amending and supplementing a number of articles of the Law on Credit Institutions;
Pursuant to the Law on Securities dated November 26, 11;
Pursuant to the June 18, 6 Law on Science and Technology;
Pursuant to the June 14, 6 Law on Criminal Judgment Execution;
Pursuant to the June 19, 6 Bankruptcy Law;
Pursuant to the November 29, 11 Law on Electronic Transactions;
Pursuant to the November 19, 11 Law on Cyberinformation Security;
Pursuant to the June 12, 6 Law on Cybersecurity;
At the proposal of the Minister of Planning and Investment;
The Government promulgates the Decree on enterprise registration.
Chapter I
GENERAL RULES
Article 1. Scope
1. This Decree details the application, order and procedures for enterprise registration; business household registration; regulations on business registration agencies and state management of business registration, business household registration.
2. The interconnection of procedures for registration of establishment of an enterprise, branch or representative office, declaration of the use of labor, issuance of the identification number of the unit participating in social insurance, and registration of the use of invoices of the enterprise. Enterprises shall comply with the provisions of the Government's Decree stipulating the coordination and interconnection of procedures for registration of establishment of enterprises, branches and representative offices, declaration of employment, and grant of unit codes. participate in social insurance, register to use invoices of enterprises.
Article 2. Subject of application
1. Domestic organizations and individuals; Foreign organizations and individuals shall apply for enterprise registration in accordance with Vietnamese law.
2. Individuals and household members shall register business households according to the provisions of this Decree.
3. Business registration authority.
4. Tax administration agency.
5. Other organizations and individuals related to business registration, business household registration.
Article 3. Explain words
In this Decree, the following terms are construed as follows:
1. Enterprise registration means that the founder of an enterprise registers information about the enterprise to be established, the enterprise registers changes in information about enterprise registration with the business registration authority and is kept kept in the National Database on Business Registration. Business registration includes registration of establishment of an enterprise, registration of operation of branches, representative offices, business locations and other registration and notification obligations as prescribed in this Decree.
2. The national enterprise registration information system specified in Clause 19, Article 4 of the Law on Enterprises is a professional information system on business registration chaired and coordinated by the Ministry of Planning and Investment. relevant agencies to build and operate to send, receive, store, display or perform other operations on data to serve business registration.
3. National enterprise registration database is a collection of business registration data nationwide. The information in the enterprise registration file and the legal status of the enterprise stored in the National Business Registration Database is legally valid as the original information about the enterprise.
4. The applicant is the person authorized to sign the written request for enterprise registration or the person authorized by the person authorized to sign the written request for enterprise registration to carry out the enterprise registration procedures specified in Article 12 of this Law. XNUMX of this Decree.
5. Record digitization is the scanning (scanning) of data available on paper to convert paper data into electronic documents.
Article 4. Principles of application and settlement of business registration procedures
1. The person establishing the enterprise or enterprise shall declare the enterprise registration dossier by himself and take responsibility before law for the legality, truthfulness and accuracy of the information declared in the enterprise registration dossier and reports.
2. Where a limited liability company and a joint-stock company has more than one legal representative, the legal representative carrying out the enterprise registration procedures must ensure and take responsibility for the implementation of the enterprise registration procedures. properly perform their powers and perform their obligations as prescribed in Clause 2, Article 12 of the Law on Enterprises.
3. The business registration authority is responsible for the validity of the enterprise registration dossier, not responsible for the enterprise's violations of the law occurring before and after the enterprise registration.
4. The business registration authority does not settle disputes between members and shareholders of the company with each other or with other organizations and individuals or between enterprises and other organizations and individuals.
5. Enterprises are not required to stamp in the enterprise registration application, notice of change of business registration information, resolutions, decisions, meeting minutes in the enterprise registration documents. The stamping of other documents in the enterprise registration dossier must comply with relevant laws.
Article 5. Right to establish an enterprise and obligation to register an enterprise
1. Establishing an enterprise in accordance with law is a right of individuals and organizations and is protected by the State.
2. Enterprise founders or enterprises are obliged to fulfill fully and promptly the obligations on enterprise registration, publicizing information on the establishment and operation of enterprises according to the provisions of this Decree and other relevant laws and regulations. relevant legal documents.
3. It is strictly forbidden for business registration offices and other agencies to cause troubles for organizations and individuals while receiving dossiers and handling business registration procedures.
4. Ministries, ministerial-level agencies, People's Councils and People's Committees at all levels are not allowed to promulgate regulations and documents on business registration that apply exclusively to their respective branches or localities. Regulations on business registration promulgated by ministries, ministerial-level agencies, People's Councils and People's Committees at all levels contrary to the provisions of this Decree are not effective.
Article 6. Certificate of enterprise registration, Certificate of operation registration of branches and representative offices, Certificate of business location registration
1. Certificate of enterprise registration, Certificate of operation registration of branches, representative offices, Certificates of business location registration are granted to enterprises, branches, representative offices and locations. business of the enterprise. The contents of the Certificate of Business registration, Certificate of operation registration of branches, representative offices, Certificate of business location registration shall be recorded on the basis of information in the enterprise registration dossier. The enterprise registration certificate is also the tax registration certificate of the enterprise. A business registration certificate is not a business license.
2. In case the Certificate of Business Registration, Certificate of Operation Registration of Branches, Representative Offices, Certificates of Business Location Registration are stored as electronic data in the National Database The enterprise registration certificate at the same time has different contents compared to the Certificate of Business Registration, Certificate of Operation Registration of a branch or representative office, Certificate of business location registration in original copy. paper, the Certificate with the contents correctly inscribed in the enterprise's registration dossier is legally valid.
Article 7. Inscription of business lines
1. When registering for the establishment of an enterprise, when announcing the addition or change of a business line or when applying for a change to an enterprise registration certificate, the enterprise founder or enterprise selects a business line. Level four economic system in Vietnam's economic sector system to write business lines in the application for business registration, notice of change of business registration information or application for change to a business registration certificate. Karma. The business registration agency guides, compares and records the business lines of the enterprise into the National Business Registration Database.
2. The specific content of the fourth-level economic branches specified in Clause 1 of this Article shall comply with the Prime Minister's Decision promulgating the System of Vietnam's economic sectors.
3. For conditional investment and business lines specified in other legal documents, business lines are recorded according to those specified in those legal documents. .
4. For business lines and trades that are not included in the System of economic branches of Vietnam but are specified in other legal documents, the lines of business are recorded according to the lines of business specified in the documents. that legal document.
5. For business lines that are not included in the System of economic branches of Vietnam and have not been specified in other legal documents, the business registration authority shall consider and record the business lines. If this is not included in the business lines banned from investment and business in the National Database of Business Registration, and at the same time notify the Ministry of Planning and Investment (General Statistics Office) for additional business lines. new.
6. In case an enterprise wishes to write a business line in more detail than a level four economic sector, the enterprise shall select a level four economic sector in the System of Vietnamese economic sectors, then specify the industry, the enterprise's business lines are below the fourth-level industry, but the detailed business lines of the enterprise must be consistent with the selected fourth-level industry. In this case, the business lines of the enterprise are the lines of business in which the enterprise details have been recorded.
7. The recording of business lines specified in Clauses 3 and 4 of this Article must comply with the provisions of Clause 6 of this Article, in which detailed lines of business are recorded according to the lines of business specified in the regulations. specialized legal documents.
8. State management of sectors and trades with conditional investment and business, lines of business with conditional market access for foreign investors and inspection of enterprises' observance of business conditions fall under the competence of specialized agencies in accordance with specialized laws.
Article 8. Enterprise identification number, code number of dependent units of the enterprise, code of business location
1. Each enterprise is assigned a unique code called the enterprise code. This code is concurrently the tax code and the number of the enterprise participating in social insurance.
2. The enterprise code exists throughout the operation of the enterprise and cannot be re-issued to other organizations or individuals. When an enterprise terminates its operation, the enterprise identification number ceases to be valid.
3. Enterprise identification numbers are automatically generated, sent and received by the National Business Registration Information System, Tax Registration Information System and recorded on the Business Registration Certificate.
4. State management agencies uniformly use enterprise codes to perform state management and exchange information about enterprises.
5. The dependent unit code of the enterprise shall be granted to the branch or representative office of the enterprise. This code is also the tax code of the branch or representative office.
6. Business location code is a 5-digit code that is issued according to the ordinal numbers from 00001 to 99999. This number is not the tax code of the business location.
7. In case an enterprise, branch or representative office has its tax identification number terminated due to a violation of the tax law, the enterprise, branch or representative office may not use its tax identification number in transactions. economic transition from the date the tax authority publicly announces the termination of the tax identification number.
8. For branches and representative offices that were established before November 01, 11 but have not yet been granted a dependent identification number, the enterprise should directly contact the tax authority to obtain a tax identification number 2015. number, then carry out procedures to change the contents of operation registration at the Business Registration Office as prescribed.
9. For enterprises which have been established and operated under the Investment License or Investment Certificate (also the Business Registration Certificate) or documents of equivalent legal validity, the license for establishment and securities business operation, enterprise code is the tax identification number issued to the enterprise by the tax authority.
Article 9. Number of enterprise registration documents
1. The person establishing an enterprise or an enterprise shall submit 01 set of dossiers when carrying out business registration procedures.
2. The business registration authority may not require the founder of an enterprise or an enterprise to submit additional documents or documents other than those in the enterprise registration dossier as prescribed in the Law on Enterprises and this Decree. .
Article 10. Language used in enterprise registration documents
1. Papers and documents in the enterprise registration dossier shall be made in Vietnamese.
2. If the enterprise registration dossier contains documents in a foreign language, the application must have a notarized Vietnamese translation enclosed with the foreign language document.
3. In case the papers and documents in the enterprise registration dossier are made in Vietnamese and foreign languages, the Vietnamese version shall be used to carry out the enterprise registration procedures.
Article 11. Legal documents of individuals in enterprise registration dossiers
1. For Vietnamese citizens: Citizen identification card or Vietnamese identity card or passport is still valid.
2. For foreigners: Foreign passports or valid documents replacing foreign passports are still valid.
Article 12. Authorization to carry out enterprise registration procedures
Persons competent to sign written requests for enterprise registration may authorize other organizations or individuals to carry out enterprise registration procedures according to the following provisions:
1. In case of authorizing an individual to carry out business registration procedures, the enterprise registration dossier must include a written authorization for the individual to carry out procedures related to business registration and a copy of the business registration certificate. legal papers of authorized individuals. This power of attorney is not required to be notarized or authenticated.
2. In case of authorizing an organization to carry out business registration procedures, the enterprise registration dossier must be enclosed with a copy of the service provision contract with the service organization performing procedures related to business registration. business registration, the recommendation letter of that organization for the individual who directly carries out the procedures related to business registration and a copy of the legal papers of the individual referred.
3. In case of authorizing a public-utility postal service provider to carry out business registration procedures, when carrying out business registration procedures, postal employees must submit a copy of the application form according to the form No. issued by a public-utility postal service provider with the signatures of the postal staff and the person authorized to sign the written request for enterprise registration.
4. In case of authorizing a postal service provider that is not a public-utility post office to carry out business registration procedures, the authorization shall comply with the provisions of Clause 2 of this Article.
Article 13. Issuance of enterprise registration according to the backup process
1. Issuance of business registration under the backup process is the grant of business registration not done through the National Information System on business registration. The grant of business registration under the backup process is applied when one or several of the following cases occur:
a) The national information system on business registration is in the process of being built or upgraded;
b) The national information system on business registration encounters a technical problem;
c) War, riot, natural disaster and other force majeure circumstances.
Based on the expected time to fix the problem or upgrade the National Information System on business registration, except for force majeure cases, the Ministry of Planning and Investment shall notify the business registration agency in advance to perform the grant of business registration according to the backup process.
2. The coordination in handling the procedures for granting business registration under the backup process between the business registration authority and the tax authority shall comply with the process of circulating paper documents.
3. Within 15 working days from the date of completion of the grant of enterprise registration according to the backup process, the business registration authority must update the new data and information already granted to the enterprise into the database. national data on business registration.
Chapter II
DUTIES AND POWERS OF BUSINESS REGISTRATION AGENCIES AND STATE MANAGEMENT OF BUSINESS REGISTRATION, HOUSEHOLD BUSINESS REGISTRATION
Article 14. Business registration authority
1. Business registration offices are organized in provinces and centrally run cities (hereinafter referred to as provincial level) and in districts, towns and provincial cities (hereinafter collectively referred to as district level). ), consists of:
a) At the provincial level: Business Registration Office under the Department of Planning and Investment (hereinafter referred to as Business Registration Office).
The Business Registration Office can organize points to receive documents and return results under the Business Registration Office at different locations in the province;
b) At the district level: the Finance and Planning Department under the district People's Committee (hereinafter referred to as the district business registration agency).
2. The business registration authority has its own account and seal.
Article 15. Duties and powers of Business Registration Office
1. Business registration offices directly receive enterprise registration dossiers; take responsibility for the validity of the enterprise registration dossier; grant or refuse to grant business registration.
2. To guide enterprises and enterprise founders on dossiers, order and procedures for enterprise registration; guide the business registration office of the district on the application, order and procedures for business household registration.
3. Coordinating in building, managing and operating the national information system on business registration; standardize data, update local business registration data into the National Business Registration Database.
4. Provide information on enterprise registration, which is stored in the National Enterprise Registration Database within the local management, to the People's Committees of the province, local tax administration agencies and according to the provisions of law. at the request of the Anti-Money Laundering Agency of the State Bank of Vietnam, relevant agencies and organizations and individuals in accordance with the law.
5. Request enterprises to report on compliance with the provisions of the Law on Enterprises according to the provisions of Point c, Clause 1, Article 216 of the Law on Enterprises.
6. Directly or request a competent state agency to inspect and supervise the enterprise according to the contents of the enterprise registration dossier.
7. Inspect and supervise the business registration office of the district in performing the duties and powers of business household registration.
8. Request enterprises to temporarily suspend business lines with conditional investment and business, and lines of conditional market access for foreign investors according to the provisions of Clause 1, Article 67 of this Decree.
9. Withdraw the Certificate of Business Registration, Certificate of Operation Registration of the branch or representative office in accordance with the law.
10. Business registration for other organizations and individuals as prescribed by law.
Article 16. Duties and powers of district-level business registration agencies
1. Directly receive business household registration documents; consider the validity of the application and grant or refuse to grant business household registration.
2. To guide business households and founders of business households on the documents, order and procedures for business household registration.
3. Coordinating in building, managing and operating an information system on business households operating within the locality; periodically report to the People's Committee of the district, the Business Registration Office and the tax authority of the district on the situation of business household registration in the locality.
4. Provide information on business household registration within the locality to the district-level People's Committees, local tax administration agencies, relevant agencies, and organizations and individuals upon request. according to regulations of the Law.
5. Directly inspect or request competent state agencies to inspect business households according to the contents of the business household registration documents.
6. To request business households to report on compliance with the provisions of this Decree when necessary.
7. To request business households to suspend conditional business lines when detecting that business households do not fully satisfy business conditions.
8. Withdraw the Certificate of business household registration as prescribed by law.
9. Business registration for other organizations and individuals as prescribed by law.
Article 17. State management of enterprise registration
1. Ministry of Planning and Investment:
a) Submit to competent authorities for promulgation and promulgate according to their competence legal documents on enterprise registration, business household registration, professional and professional guidance documents, forms and reporting regimes; reports for business registration, business household registration and business registration via electronic information network;
b) Provide professional guidance, training and retraining for business registration agencies, business registration officers, organizations and individuals upon request; guide the Business Registration Office to digitize dossiers, standardize data, and update local business registration data into the National Business Registration Database;
c) Urging, directing, monitoring, examining and supervising the enterprise registration;
d) Provide information on enterprise registration contents, legal status, financial statements and other information of enterprises stored in the National Enterprise Registration Information System to relevant agencies. related to the Government, organizations and individuals who have requested;
dd) Organize the construction, management and development of the national information system on business registration; assisting the Business Registration Office, enterprises, business founders and other individuals and organizations in using the National Information System on business registration; guide the development of funding to serve the operation of the National Information System on business registration in the locality;
e) To assume the prime responsibility for, and coordinate with the Ministry of Finance in, the connection between the national information system on business registration and the tax information system;
g) Assume the prime responsibility for, and coordinate with the Ministry of Finance in, studying and formulating a plan for inter-operating business registration and tax registration procedures applicable to business households in accordance with the actual situation;
h) International cooperation in the field of business registration.
2. Ministry of Finance:
a) Coordinate with the Ministry of Planning and Investment in connecting between the National Information System on Business Registration and the Tax Information System in order to provide enterprise identification numbers and codes of dependent units of enterprises. , business location codes and information exchange about enterprises;
b) The State Securities Commission is responsible for converting data of securities companies, securities investment fund management companies, branches of foreign securities companies and branches of foreign fund management companies. in Vietnam and provide a list of securities companies, securities investment fund management companies, branches of foreign securities companies and branches of foreign fund management companies in Vietnam that satisfy the prescribed conditions. prescribed in Clause 1, Article 135 of the Law on Securities for the Business Registration Authority to carry out business registration for the above subjects in accordance with the Law on Securities.
3. Ministries, ministerial-level agencies, agencies attached to the Government shall, within the ambit of their assigned functions, tasks and powers, have to guide the implementation of the law on business conditions; examine, inspect and handle violations of the observance of business conditions under state management competence; review and publish on the websites of ministries, ministerial-level agencies and government-attached agencies the list of conditional business investment and business lines and business conditions under the scope of state management and send it to the Ministry of Planning and Investment for posting on the National Portal on business registration.
4. The People's Committees of the provinces and centrally run cities shall allocate sufficient human resources, funds and other resources for the business registration agency to ensure the performance of the tasks and powers specified in this Decree. .
Chapter III
REGISTRATION OF BUSINESS NAME, BRANCH, REPRESENTATIVE OFFICE, BUSINESS LOCATION
Article 18. Business name registration
1. An enterprise founder or an enterprise must not register an enterprise name that is identical or confusing to the name of another enterprise already registered in the National Database of Business Registration on a national scale, except enterprises that have been dissolved or have had effective court decisions declaring enterprises bankrupt.
2. The Business Registration Office has the right to approve or reject the proposed name of the enterprise in accordance with the provisions of law. In order to avoid the business name being duplicated, mistaken and violated the regulations on business naming, the opinion of the Business Registration Office is the final decision. In case of disagreement with the decision of the Business Registration Office, the enterprise may initiate a lawsuit in accordance with the law on administrative procedures.
3. Enterprises operating under an Investment License or an Investment Certificate (also a Business Registration Certificate) or an equivalent legal document issued before July 01, 7 may continue continue to use the registered business name and is not required to register to change the name of the enterprise in case the name is identical or confusing to the business name already registered in the National Database of Business Registration .
4. To encourage and create favorable conditions for enterprises with identical and confusing names to negotiate among themselves for registration of business name change.
Article 19. Handling of cases where enterprise names infringe industrial property rights
1. A protected trade name, trademark or geographical indication of an organization or individual may not be used to form an enterprise's proper name, unless otherwise approved by the trade name owner. , that trademark. Before registering to name an enterprise, the founder of an enterprise or enterprise consults registered trademarks and geographical indications and is kept in the agency's database of trademarks and geographical indications. State management of industrial property.
2. Grounds for determining the name of an enterprise that infringes upon industrial property rights shall comply with the provisions of the law on intellectual property.
Enterprises must take responsibility before the law if naming enterprises infringing industrial property rights. In case the name of an enterprise infringes upon industrial property rights, the enterprise with the infringing name must register to change its name.
3. The industrial property right holder has the right to send a written request to the Business Registration Office to request the enterprise whose name infringes upon industrial property rights to change the name of the enterprise accordingly. Attached to the written request of the industrial property right holder must be copies of the following papers:
a) A written conclusion of a competent authority that the use of the enterprise name is an infringement of industrial property rights;
b) Certificate of trademark registration, Certificate of registration of geographical indications; an extract from the National Register of Trademarks and Protected Geographical Indications, issued by the state management agency in charge of industrial property; Certificate of international registration of trademarks protected in Vietnam, issued by the state management agency in charge of industrial property; contract for the use of an industrial property object object in case the requester is a licensee of the right to use such industrial property object.
4. Within 10 working days from the date of receipt of all documents as prescribed in Clause 3 of this Article, the Business Registration Office shall issue a notice requesting the enterprise whose name infringes upon industrial property rights to change its name. change the name of the enterprise and carry out the procedures for registration of change of the enterprise name within 02 months from the date of notification. The notice must be enclosed with the papers specified in Clause 3 of this Article. After the above time limit, if the enterprise fails to register to change its name as required, the Business Registration Office shall notify the competent state agency for handling in accordance with the law on intellectual property.
5. In case the agency competent to handle violations issues a decision to sanction an administrative violation, then the remedial measure will be to force the enterprise's name to be changed or to remove the infringing element from the name. If an enterprise fails to do so within the time limit prescribed by law, the agency competent to handle the violation shall notify the Business Registration Office to request the enterprise to report in accordance with the provisions of this Law. Point c, Clause 1, Article 216 of the Law on Enterprises. For enterprises that do not report, the Business Registration Office shall revoke the Certificate of Business Registration as prescribed in Point d Clause 1 Article 212 of the Law on Enterprises.
6. The Business Registration Office shall notify the handling results in case the enterprise name infringes industrial property rights to the industrial property right holder specified in Clause 3 of this Article.
7. The Ministry of Planning and Investment shall coordinate with the Ministry of Science and Technology in guiding this Article in detail.
Article 20. Registration of branch, representative office and business locations
1. Names of branches, representative offices and business locations shall comply with Article 40 of the Law on Enterprises.
2. In addition to the name in Vietnamese, an enterprise's branch, representative office, and business location may register its name in a foreign language and its initials. A name in a foreign language is a name translated from a Vietnamese name into one of the Latin script foreign languages. Abbreviated names are abbreviated from Vietnamese names or names in foreign languages.
3. The proper name part in the name of a branch, representative office or business location of an enterprise must not use the phrase "company", "enterprise".
4. Enterprises with 100% state capital, when transformed into dependent accounting units due to reorganization requirements, are allowed to keep the name of state enterprises before reorganization.
Chapter IV
PROFILE, ORDER, PROCEDURES FOR BUSINESS REGISTRATION, ACTIVITY REGISTRATION OF BRANCH, REPRESENTATIVE OFFICE, BUSINESS LOCATION
Article 21. Enterprise registration dossiers for private enterprises
1. An application for enterprise registration.
2. A copy of the individual's legal papers, for the owner of a private enterprise.
Article 22. Enterprise registration documents for partnerships
1. An application for enterprise registration.
2. The company's charter.
3. List of members.
4. Copies of the following papers:
a) Legal papers of individuals for company members being individuals; Legal papers of the organization for members of the company being an organization; Legal documents of the individual for the authorized representative and the document appointing the authorized representative.
For members being foreign organizations, copies of legal papers of the organization must be consularly legalized;
b) An investment registration certificate, for the case that the enterprise is established or participated in the establishment by a foreign investor or a foreign-invested economic organization in accordance with the provisions of the Investment Law and other relevant documents. implementation manual.
Article 23. Enterprise registration dossiers for limited liability companies with two or more members, joint-stock companies
1. An application for enterprise registration.
2. The company's charter.
3. List of members, for limited liability companies with two or more members; the list of founding shareholders and the list of shareholders who are foreign investors for joint-stock companies.
4. Copies of the following papers:
a) Legal papers of the individual for the legal representative of the enterprise;
b) Personal legal papers for company members, founding shareholders, shareholders being foreign investors being individuals; Legal papers of the organization for members, founding shareholders, shareholders being foreign investors being organizations; Legal papers of individuals for authorized representatives of members, founding shareholders, shareholders being foreign investors being organizations and documents appointing authorized representatives.
For members and shareholders being foreign organizations, copies of legal papers of the organization must be consularly legalized;
c) Investment registration certificate, in case the enterprise is established or participated in the establishment by a foreign investor or a foreign-invested economic organization in accordance with the provisions of the Investment Law and other relevant documents. implementation manual.
Article 24. Enterprise registration dossiers for single-member limited liability companies
1. An application for enterprise registration.
2. The company's charter.
3. Copies of the following papers:
a) Legal papers of the individual for the legal representative of the enterprise;
b) Legal papers of an individual, for the company owner being an individual; Legal papers of the organization for the company owner being an organization (except for the case where the company owner is the State); Legal documents of the individual for the authorized representative and the document appointing the authorized representative.
For the company owner being a foreign organization, the copy of the legal papers of the organization must be consularly legalized;
c) Investment registration certificate, in case the enterprise is established by a foreign investor or a foreign-invested economic organization in accordance with the provisions of the Investment Law and its guiding documents. .
Article 25. Enterprise registration dossiers for companies established on the basis of division, separation or consolidation of companies
1. In case of division of a limited liability company or a joint-stock company according to the provisions of Article 198 of the Law on Enterprises, apart from the papers specified in Articles 23 and 24 of this Decree, the enterprise registration dossier for the company New companies must have the following documents:
a) Resolution, decision on the division of the company according to the provisions of Article 198 of the Law on Enterprises;
b) A copy of the minutes of the meeting of the Members' Council, for limited liability companies with two or more members, of the General Meeting of Shareholders, for joint-stock companies, on the division of the company.
2. In case of separation of a limited liability company or a joint-stock company according to the provisions of Article 199 of the Law on Enterprises, in addition to the papers specified in Articles 23 and 24 of this Decree, the enterprise registration dossier for the company The separated company must have the following documents:
a) Resolution or decision on separation of the company as prescribed in Article 199 of the Law on Enterprises;
b) A copy of the minutes of the meeting of the Members' Council, for limited liability companies with two or more members, of the General Meeting of Shareholders, for joint-stock companies, on the separation of the company.
3. In case of consolidation of several companies into a new company, in addition to the papers specified in Articles 22, 23 and 24 of this Decree, the enterprise registration dossier for the consolidating company must contain other documents. The following:
a) Consolidation contract as prescribed in Article 200 of the Law on Enterprises;
b) Resolution, decision on the approval of the company consolidation contract of the consolidated companies and a copy of the minutes of the Members' Council meeting, for limited liability companies with two or more members, the company partnership, of the General Meeting of Shareholders for a joint-stock company on the approval of a consolidation contract to establish a new company.
Article 26. Enterprise registration dossiers for cases of enterprise type conversion
1. In case of conversion of a private enterprise into a partnership, limited liability company or joint-stock company, the application for registration of conversion includes the documents specified in Articles 22, 23 and 24 of the Decree. this Decree, which does not include the Investment Registration Certificate specified at Point b, Clause 4, Article 22, Point c, Clause 4, Article 23, and Point c, Clause 3, Article 24 of this Decree. The following documents must be attached to the application:
a) A written commitment by the owner of the private business to be personally responsible with all his assets for all unpaid debts and to pay the full amount of the debt when it is due;
b) A written agreement between the owner of the private enterprise and the parties to the unliquidated contract on the receipt and continued performance of such contracts by the converted company;
c) A written commitment or agreement in writing between the owner of the private enterprise and other capital contributors on the receipt and use of existing labor of the private enterprise;
d) The transfer contract or documents proving the completion of the transfer in the case of capital transfer of a private enterprise; Contract of donation in case of donation of capital of a private enterprise; A copy of the document certifying the heir's lawful inheritance rights in case of inheritance as prescribed by law;
dd) The investment registration authority's document approving the capital contribution, share purchase, purchase of capital contributions from foreign investors or foreign-invested economic organizations, in case the procedures for registration of capital contribution, purchase of shares, purchase of contributed capital in accordance with the Law on Investment.
2. In case of conversion of a one-member limited liability company into a limited liability company with two or more members, the application for registration of conversion includes the papers specified in Article 23 of this Decree, in which: excluding the Investment Registration Certificate specified at Point c, Clause 4, Article 23 of this Decree. The following documents must be attached to the application:
a) The transfer contract or documents proving the completion of the transfer in case of transfer of the contributed capital; Contract of donation in case of donation of contributed capital; A copy of the document certifying the heir's lawful inheritance rights in case of inheritance as prescribed by law;
b) Resolution, decision of the company owner on mobilizing additional capital contributed by other individuals, organizations and papers certifying capital contribution of new members in case of raising capital contribution of new members. ;
c) A written approval from the Investment Registration Authority of the capital contribution, share purchase, purchase of capital contributions from foreign investors or foreign-invested economic organizations, in case it is required to do so. procedures for registration of capital contribution, purchase of shares, purchase of contributed capital in accordance with the Law on Investment.
3. In case of conversion of a limited liability company with two or more members into a limited liability company with one member, the application for registration of conversion includes the documents specified in Article 24 of this Decree, in which: excluding the Investment Registration Certificate specified at Point c, Clause 3, Article 24 of this Decree. The following documents must be attached to the application:
a) The transfer contract or documents proving the completion of the transfer in case of transfer of the contributed capital; Contract of donation in case of donation of contributed capital; A copy of the document certifying the legal inheritance of the heir in case of inheritance as prescribed by law; Merger contract, consolidation contract in case of merger or consolidation of companies;
b) Resolution, decision and copy of meeting minutes of the Members' Council of a limited liability company with two or more members on the transformation of operation into the model of a one-member limited liability company;
c) A written approval from the Investment Registration Authority of the capital contribution, share purchase, purchase of capital contributions from foreign investors or foreign-invested economic organizations, in case it is required to do so. procedures for registration of capital contribution, purchase of shares, purchase of contributed capital in accordance with the Law on Investment.
4. In case of conversion of a limited liability company into a joint stock company and vice versa, the application for registration of conversion includes the papers specified in Articles 23 and 24 of this Decree, which does not include the Certificate of Registration. investment registration certificate specified at Point c, Clause 4, Article 23 and Point c, Clause 3, Article 24 of this Decree. The following documents must be attached to the application:
a) Resolution, decision of the company owner, for single-member limited liability companies, or resolution, decision and copy of meeting minutes of the Members' Council, for two-member limited liability companies; members or more or the resolution and copy of the minutes of the meeting of the General Meeting of Shareholders, for a joint-stock company, on the conversion of the company;
b) The transfer contract or documents proving the completion of the transfer in the case of transfer of shares or contributed capital; Contract of donation in case of donation of shares or contributed capital; A copy of the document certifying the legal inheritance of the heir in case of inheritance as prescribed by law;
c) Papers certifying capital contribution of new members or shareholders;
d) A written approval from the Investment Registration Authority of the capital contribution, share purchase or purchase of capital contributions from foreign investors or foreign-invested economic organizations, in the case of having to do so. procedures for registration of capital contribution, purchase of shares, purchase of contributed capital in accordance with the Law on Investment.
5. An enterprise may register for the transformation of its enterprise type and at the same time register for change in enterprise registration contents and notify changes in enterprise registration contents. In this case, the application for enterprise registration shall comply with the provisions of Clauses 1, 2, 3 and 4 of this Article, respectively.
In case an enterprise registers for transformation of its enterprise form and simultaneously registers for a change of its legal representative, the person signing the application shall be the Chairman of the Members' Council, for limited liability companies with two or more members. partnerships; The company president or the members' council for a one-member limited liability company; Chairman of the Board of Directors for joint stock companies of the company after the transformation.
Article 27. Registration of conversion from business household to enterprise
1. The registration of establishment of an enterprise on the basis of transformation from a business household shall be carried out at the Business Registration Office where the enterprise intends to locate its head office.
2. An application for registration of establishment of an enterprise on the basis of conversion from a business household includes the original certificate of business household registration, a copy of the certificate of tax registration and the papers specified in Article 21. , 22, 23 and 24 of this Decree corresponding to each type of enterprise, which does not include the Investment Registration Certificate specified at Point b, Clause 4, Article 22, Point c, Clause 4, Article 23, and Point c, Clause 3, Article 24. XNUMX Article XNUMX of this Decree. In case an enterprise is converted from a business household with a foreign investor or a foreign-invested economic organization participating in capital contribution, share purchase, or purchase of contributed capital, the registration procedure must be carried out. If the investor signs a capital contribution, shares purchase, or capital contribution portion in accordance with the Law on Investment, the application must contain a written approval from the Investment Registration Authority on the capital contribution, share purchase or purchase of contributed capital by the investor. foreign investment, foreign-invested economic organizations.
3. Within 02 working days from the date of issuance of the Certificate of Business Registration, the Business Registration Office shall send a copy of the Certificate of Business Registration and the original of the Certificate of Business Registration to the Authority. business registration at the district level where the business household is headquartered in order to terminate the household business operation.
Article 28. Dossier, order and procedures for enterprise registration for social enterprises
1. Dossier, order and procedures for registration of establishment of a social enterprise, branch, representative office and business location of a social enterprise shall comply with the provisions of this Decree corresponding to each type. enterprise form. Attached to the application is a commitment to achieve social and environmental goals, signed by the following people:
a) For a private enterprise: the owner of a private enterprise;
b) For a partnership: general partners;
c) For a limited liability company: the members are individuals; legal representative or authorized representative for members being organizations;
d) For joint-stock companies: founding shareholder is an individual, other shareholder is an individual, if this shareholder agrees with the content of the above commitment and wishes to sign this commitment together with the founding shareholder. create; legal representative or authorized representative for founding shareholders being organizations, legal representatives or authorized representatives for other shareholders being organizations, if such shareholder agrees Agree with the content of the above commitment and wish to sign this commitment together with the founding shareholders.
The Business Registration Office posts the Commitment to achieve social and environmental goals on the National Business Registration Portal when issuing the Certificate of Business Registration to an enterprise.
2. In case an enterprise is converted into a social enterprise, the enterprise shall submit an application to the Business Registration Office where the enterprise is headquartered. The application includes the following documents:
a) Commitment to achieve social and environmental goals signed by the legal representative of the enterprise;
b) Resolution, decision and copy of meeting minutes of the Members' Council, for limited liability companies with two or more members, partnerships, of the General Meeting of Shareholders, for joint-stock companies; resolution, decision of the company owner for a one-member limited liability company on the approval of the content of the Commitment.
The Business Registration Office updates the information of the enterprise in the National Database on Business Registration and publishes Commitment to achieving social and environmental goals on the National Business Registration Portal. within 03 working days from the date of receiving the application.
3. If there is a change in the content of the Commitment to achieve social and environmental goals, the social enterprise must send a notice to the Business Registration Office where the enterprise's head office is located within 05 working days. from the date of decision to change. The notice must be accompanied by the following documents:
a) Commitment to realize social and environmental goals, as amended and supplemented, signed by the legal representative of the enterprise;
b) Resolution, decision and copy of minutes of the Members' Council meeting, for limited liability companies with two or more members, partnerships, of the General Meeting of Shareholders, for joint-stock companies; resolution, decision of the company owner for a one-member limited liability company on the adoption of the changed content of the Commitment.
The Business Registration Office updates the information of the enterprise in the National Database of Business Registration and publishes the Commitment to realize social and environmental goals, which have been revised and supplemented on the Portal. national information on business registration within 03 working days from the date of receipt of the notice.
4. In case of termination of the Commitment to realize social and environmental goals, the social enterprise must send a notice to the Business Registration Office where the enterprise's head office is located within 05 working days from the date of decision. intend to terminate. The notice must be enclosed with the following documents: Resolution, decision and a copy of the meeting minutes of the Members' Council, for limited liability companies with two or more members, a partnership, of the General Meeting of Shareholders. shareholders for joint stock companies; resolution, decision of the company owner for a single-member limited liability company or a decision of a competent state agency (if any) on the termination of the Commitment, clearly stating the reasons therefor. end.
The Business Registration Office updates the information of the enterprise in the National Business Registration Database and publishes the documents specified in Clause 4 of this Article on the National Business Registration Portal. within 03 working days from the date of receiving the notice.
5. Dossier, order and procedures for division, separation, consolidation and merger of social enterprises shall comply with the provisions of this Decree. In case of establishment of a new social enterprise on the basis of division, separation or consolidation of an enterprise, the application must also include a commitment to achieve social and environmental goals specified in Clause 1 of this Article. In case the division, separation, consolidation or merger of a social enterprise leads to the termination of the commitment to achieve social and environmental goals, the dossier must contain additional documents specified in Clause 4 of this Article.
6. Dossier, order and procedures for dissolution of a social enterprise shall comply with the provisions of this Decree. In case the social enterprise still has a balance of assets or finance with respect to the received aid or sponsorship, the dissolution dossier must include a copy of the document on handling of the property or financial balance for the social enterprise. sources of aid and sponsorship that social enterprises have received.
7. The registration of establishment of a social enterprise on the basis of conversion from a social protection establishment, social fund or charity fund shall be carried out at the Business Registration Office where the social enterprise intends to have its head office. . An enterprise registration dossier includes the papers specified in Clause 1 of this Article, excluding the Investment Registration Certificate specified at Point b, Clause 4, Article 22, Point c, Clause 4, Article 23, and Point c. Clause 3, Article 24 of this Decree. The following documents must be attached to the application:
a) A written decision permitting the transformation into a social enterprise from the competent agency that has granted the license to establish a social protection establishment, social fund or charity fund;
b) Certificate of establishment registration for social protection establishments, establishment license and recognition of fund charter for social funds or charity funds;
c) A copy of the tax registration certificate;
d) A written approval from the Investment Registration Authority of the capital contribution, share purchase or purchase of capital contributions from foreign investors or foreign-invested economic organizations, in the case of having to do so. procedures for registration of capital contribution, purchase of shares, purchase of contributed capital in accordance with the Law on Investment.
Within 02 working days from the date of issuance of the Certificate of Business Registration, the Business Registration Office shall send a copy of the Certificate of Business Registration and the original of the Certificate of Establishment to the sponsoring establishment. establishment license and fund charter recognition for social funds or charity funds to the competent authority that has granted the license to establish a social protection establishment, social fund or charity fund for evaluation purposes. terminate the operation of social protection establishments, social funds and charity funds.
Article 29. Dossier, order and procedures for enterprise registration for credit institutions, foreign bank branches, representative offices of foreign credit institutions and other foreign organizations engaged in banking activities row
1. Dossier, order and procedures for enterprise registration for credit institutions, branches, representative offices, business locations of credit institutions shall comply with the provisions of this Decree corresponding to the provisions of this Decree. For each type of enterprise, the dossier must be enclosed with a copy of the license or written approval issued by the State Bank of Vietnam.
2. Application for operation registration, registration for change of operation registration contents, for foreign bank branches, representative offices of foreign credit institutions, and other foreign organizations engaged in banking activities comply with the provisions of Points a and c, Clause 1, Article 31 and Clause 2, Article 62 of this Decree, and must be enclosed with a copy of the license or written approval issued by the State Bank of Vietnam.
3. Within 07 working days from the effective date of the decision on revocation of the license, the credit institution, foreign bank branch, representative office of the foreign credit institution or foreign institution Other persons having banking activities shall send a notice of the dissolution of the enterprise or the termination of operation of the branch or representative office to the Business Registration Office where the head office of the credit institution, branch or representative office is located. . The notice must be enclosed with a copy of the decision to terminate the liquidation and the decision to revoke the license of the State Bank of Vietnam in case of dissolution of the credit institution or foreign bank branch; a copy of the decision on revocation of the license in case of termination of operation of the representative office of a foreign credit institution or other foreign organization engaged in banking activities.
The Business Registration Office shall receive and process applications for the dissolution of credit institutions, termination of operation of foreign bank branches, representative offices of foreign credit institutions and other foreign organizations with banking activities according to the provisions of Clause 5, Article 70 and Clause 3, Article 72 of this Decree.
4. In case the State Bank of Vietnam appoints a representative of a specially controlled credit institution, the application for registration of change of the legal representative shall comply with the provisions of Article 50 of this Decree. In which, resolutions and decisions of the company owner for one-member limited liability companies; resolutions, decisions and copies of minutes of meetings of the Members' Council, for limited liability companies with two or more members; resolutions and copies of minutes of the General Meeting of Shareholders or resolutions, decisions and copies of minutes of meetings of the Board of Directors in the case of a joint stock company shall be replaced with a copy of the decision of the State Bank of Vietnam. on the appointment of a replacement for the Chairman of the Board of Directors or the Chairman of the Members' Council or the General Director (Director) of the credit institution.
5. Where the State Bank of Vietnam directly implements or appoints another credit institution to participate in capital contribution or share purchase of a specially controlled credit institution under a decision of the Prime Minister Government or the State Bank of Vietnam, the application for registration of changes in business registration information shall comply with the corresponding provisions of this Decree, in which, the resolution and decision of the company owner for the company shall comply with the provisions of this Decree. single member limited liability company; resolutions, decisions and copies of minutes of meetings of the Members' Council, for limited liability companies with two or more members; resolution and a copy of the minutes of the meeting of the General Meeting of Shareholders or the resolution or decision and a copy of the minutes of the meeting of the Board of Directors for a joint-stock company and the transfer contract or documents proving the completion of the transfer be replaced by a copy of the decision of the Prime Minister or the State Bank of Vietnam.
Article 30. Dossier, order and procedures for enterprise registration for securities companies, securities investment fund management companies, securities investment companies, branches of foreign securities companies and branches foreign fund management company in Vietnam
1. Dossier, order and procedures for enterprise registration for securities companies, securities investment fund management companies, securities investment companies, branches, representative offices, business locations of securities companies, securities investment fund management companies shall comply with the provisions of this Decree corresponding to each type of enterprise. The dossier must be accompanied by a copy of the establishment and operation license or the copy of the written approval of the State Securities Commission.
2. The application for operation registration, registration for changes in operation registration contents, for branches of foreign securities companies and branches of foreign fund management companies in Vietnam, shall comply with the provisions of Clause 1 of this Article. Points a and c, Clause 31, Article 2 and Clause 62, Article XNUMX of this Decree, together with the dossier, must be accompanied by a copy of the establishment and operation license or a copy of the written approval of the State Securities Commission.
3. In case a securities company, a securities investment fund management company, a branch of a foreign securities company and a branch of a foreign fund management company in Vietnam has its establishment and operation license revoked , the State Securities Commission sends a notice to the Business Registration Office where the securities company, securities investment fund management company, branch of foreign securities company and branch of foreign fund management company locate its head office or branch in order to revoke the Certificate of Business Registration, Certificate of Operation Registration of the branch in accordance with the provisions of Clause 4, Article 95 of the Law on Securities. The Business Registration Office shall revoke the Certificate of Business Registration and the Certificate of Registration of Branch Operations according to the provisions of Clause 6, Article 75 and Clause 5, Article 77 of this Decree.
Article 31. Dossier, order and procedures for registration of branch or representative office operations, notification of establishment of business location
1. Application for registration of branch or representative office activities
The enterprise shall submit the application for registration of branch or representative office operation at the Business Registration Office where the branch or representative office is located. The application includes the following documents:
a) Notice of establishment of branch or representative office, signed by the legal representative of the enterprise;
b) Copies of resolutions, decisions and meeting minutes of the Members' Council, for limited liability companies with two or more members, partnerships, of the Board of Directors, for joint-stock companies; ; resolutions and decisions of the company owner, for single-member limited liability companies, on the establishment of branches or representative offices;
c) A copy of the individual's legal papers for the head of the branch or representative office.
2. Notice of establishment of business location
a) The enterprise may establish a business location at another address where the enterprise's head office or branch is located;
b) Within 10 days from the date of decision to establish a business location, the enterprise shall send a notice of establishment of a business location to the Business Registration Office where the business location is located;
c) Notice of establishment of business location, signed by the legal representative of the enterprise in case the business location is affiliated to the enterprise, or signed by the head of the branch in case the business location is affiliated to the branch. .
3. Within 03 working days from the date of receipt of a valid application, the Business Registration Office shall issue a Certificate of operation registration of the branch or representative office, and update information on the business location in National database of business registration for enterprises. In case the enterprise has a need, the Business Registration Office shall grant the business location registration certificate to the enterprise. In case the application is not valid, the Business Registration Office shall notify in writing the contents that need to be amended and supplemented to the enterprise.
4. The establishment of a branch or representative office of an enterprise in a foreign country must comply with the laws of that country. Within 30 days from the date of official establishment of a branch or representative office in a foreign country, the enterprise must notify in writing the Business Registration Office where the enterprise's head office is located. The notice must be enclosed with a copy of the operation registration certificate of the branch, representative office or equivalent document. The Business Registration Office shall update information about the enterprise's branch or representative office in the National Business Registration Database within 03 working days from the date of receipt of the notice.
Article 32. Receipt and processing of enterprise registration documents
1. The applicant for enterprise registration under the provisions of this Decree shall submit the application at the Business Registration Office where the enterprise's head office is located.
2. An enterprise registration dossier shall be accepted for inputting into the National Enterprise Registration Information System when the following conditions are fully satisfied:
a) Having sufficient papers as prescribed in this Decree;
b) The name of the enterprise has been filled in the application for enterprise registration, the application for registration of changes in enterprise registration information, and the notice of change in enterprise registration contents;
c) There is a contact address of the applicant for enterprise registration;
d) The enterprise registration fee and fee have been fully paid as prescribed.
3. After receiving the application for business registration, the Business Registration Office shall give a receipt on receipt of the application to the applicant.
4. After handing over the receipt of receipt of the application, the Business Registration Office fully and accurately enters the information in the business registration file, checks the validity of the application, and downloads the approved documents. digitize the enterprise registration file into the National Information System on Business Registration.
5. Enterprise founders or enterprises may stop carrying out enterprise registration procedures when the enterprise registration dossiers have not been approved on the National Enterprise Registration Information System. In this case, the person competent to sign the written request for enterprise registration shall send a written request to stop carrying out enterprise registration procedures to the Business Registration Office where the application has been submitted. The Business Registration Office considers and issues a notice on stopping the enterprise registration procedures for enterprises and canceling the business registration dossiers according to the process on the National Information System on Business Registration within a period of time. within 03 working days from the date of receiving the written request. In case of refusal to stop carrying out enterprise registration procedures, the Business Registration Office shall issue a written notice clearly stating the reason for refusal to the enterprise founder or enterprise.
Article 33. Time limit for issuance of Certificate of Business Registration, Certificate of Change of Business Registration Contents
1. The Business Registration Office issues the Certificate of Business Registration, the Certification of the change in business registration information, updates information on the change in the business registration information in the National Database of Business Registration. business registration within 03 working days from the date of receipt of valid application.
2. In case the application is invalid or the name of the enterprise requested for registration is not in accordance with regulations, the Business Registration Office must notify in writing the contents that need to be amended or supplemented to the enterprise founder or enterprise. within 03 working days from the date of receiving the application. The Business Registration Office shall record all requests for amendment and supplementation of enterprise registration dossiers for each set of dossiers submitted by enterprises in a Notice of request for amendment and supplementation of enterprise registration dossiers.
3. If past the above time limit, the enterprise registration certificate is not granted, the certificate of change of business registration information or the enterprise registration information cannot be changed in the national database on business registration or if the notice of request for amendment or supplementation of the enterprise registration dossier is not received, the enterprise founder or enterprise has the right to lodge a complaint or denunciation in accordance with the law on complaints and denunciations. denounce.
Article 34. Issuance of Certificate of Business Registration
1. An enterprise shall be granted an enterprise registration certificate when it fully meets the conditions specified in Clause 1, Article 27 of the Law on Enterprises.
2. The information on the Business Registration Certificate is valid from the date the Business Registration Office issues the Business Registration Certificate. Enterprises have the right to conduct business from the date of issuance of the Certificate of Business Registration, except for the case of conditional business lines. In case an enterprise registers its business start date after the date of issuance of the enterprise registration certificate, the enterprise is entitled to conduct business from the date of registration, except for the case of the first line of business. conditional business venture.
3. Enterprises have the right to request the Business Registration Office to issue a copy of the Certificate of Business Registration and must pay fees as prescribed.
4. In case an enterprise has been granted a new Certificate of Business Registration, the Enterprise Registration Certificate of the previous times is no longer valid.
Article 35. Announcement of enterprise registration contents
1. Announced contents specified in Clauses 1 and 2, Article 32 of the Law on Enterprises.
2. Information on disclosure of business registration contents shall be posted on the National Business Registration Portal.
3. The request for publication of enterprise registration contents and payment of the enterprise registration disclosure fee shall be made at the time the enterprise submits the enterprise registration dossier. In case the enterprise is not granted business registration, the enterprise will be refunded the fee for announcing the business registration content.
Article 36. Provision of enterprise registration information
1. Information is freely and publicly available on the National Business Registration Portal at https://dangkytinhdoanh.gov.vn, including: business name; business code; head office address; business; full name of the legal representative; legal status of the business.
2. Organizations and individuals that need to provide business registration information as prescribed in Clause 1, Article 33 of the Law on Enterprises shall send their request for information provision to the National Business Registration Portal or the agency. State management of business registration or the provincial business registration office for information provision.
The state management agency in charge of business registration shall provide information about enterprises and keep it on the National Information System on Business Registration. Provincial-level business registration offices provide information about enterprises stored in the National Business Registration Database within their local management.
Article 37. Payment methods for enterprise registration fees and charges
1. The applicant for enterprise registration shall pay the enterprise registration fee and fee at the time of submitting the enterprise registration application. Fees and charges for business registration can be paid directly at the Business Registration Office or transferred to the Business Registration Office's account or using electronic payment services. The business registration fee is non-refundable in case the enterprise is not granted business registration.
2. Electronic payment of fees and charges is supported on the National Business Registration Portal. Fees for using electronic payment services are not included in the business registration fee, the fee for providing business registration information and the fee for publishing business registration information.
3. When a transaction error occurs during the use of electronic payment services, organizations and individuals that pay fees and charges via electronic networks contact the intermediary organization providing electronic payment services. to be resolved.
4. The Ministry of Finance shall assume the prime responsibility for, and coordinate with the Ministry of Planning and Investment in, guiding the collection, collection, payment, management and use of fees and charges for enterprise registration, fees for providing information and publish the contents of business registration to ensure the upgrading, maintenance and operation of the National Information System on business registration.
Article 38. Standardization and transformation of enterprise registration data
1. Data standardization is the implementation of steps to review, check, compare, supplement, and edit business registration information and legal status of enterprises in the National Business Registration Database. Karma.
2. Information in the Certificate of Business Registration, Certificate of Business Registration and Tax Registration shall be kept at all Business Registration Offices and information on business registration contents in the Investment License. or Investment Certificate (also Certificate of Business Registration) or equivalent documents, License for establishment and operation of securities must be converted into the Information System. National information on business registration. The information registered at the Business Registration Office, the Investment Registration Authority and the State Securities Commission is the original information about the enterprise when the data conversion process is performed.
3. In case the business registration information in the National Business Registration Database is missing or inaccurate compared to the Business Registration Certificate, the paper business registration dossier due to the process of data conversion, the Business Registration Office guides enterprises or directly supplement and update information according to regulations.
4. The implementation of data standardization, digitization of records, updating and additional transformation of business registration data is carried out according to the annual plan of the Business Registration Office.
5. The Ministry of Planning and Investment shall guide in detail the implementation of this Article.
Article 39. Correction of information on the Certificate of Business registration, Certificate of change of business registration information, Certificate of operation registration of branches, representative offices, Certificate of location registration business
1. In case the enterprise discovers that the contents of the enterprise registration certificate are incorrect compared with the contents of the enterprise registration dossier, the enterprise shall send a written request for information correction to the business registration office where the enterprise registration certificate is located. enterprise has its head office. The Business Registration Office shall re-issue the Certificate of Business Registration within 03 working days from the date of receipt of the enterprise's written request if the information stated in the enterprise's written request is correct.
2. In case the Business Registration Office detects that the contents of the Business Registration Certificate are incorrect compared with the contents of the business registration documents, the Business Registration Office shall send a notice of the correction of the above contents. The enterprise registration certificate shall be sent to the enterprise and shall be granted the enterprise registration certificate within 03 working days from the date of sending the notice.
3. The correction of information on the Certificate of change of business registration information, the Certificate of operation registration of the branch or representative office, the Certificate of business location registration and other information. on enterprise registration stored in the National Business Registration Database shall comply with the provisions of Clauses 1 and 2 of this Article.
Article 40. Correction of business registration information due to data conversion into the National Business Registration Database
1. In case an enterprise discovers that the content of enterprise registration information in the National Business Registration Database is missing or inaccurate compared with the paper copies of the Certificate of Business Registration, the Certificate of Business Registration business registration, Certificate of business registration and tax registration, Certificate of investment (also the Certificate of business registration), Investment license or equivalent documents, Certificate of License for establishment and securities business operation due to the process of converting data into the National Business Registration Database, the enterprise shall send a written request for revision to the Business Registration Office where its head office is located. . Attached to the written request for revision must be a copy of the Certificate of Business Registration, Certificate of Business Registration, Certificate of Business and Tax Registration, Investment Certificate (also the Certificate of Business Registration). certificate of business registration), Investment license or equivalent papers, License for establishment and operation of securities business.
Within 03 working days from the date of receipt of the enterprise's written request for revision, the Business Registration Office is responsible for supplementing and correcting business registration information in the National Database of Business Registration. business registration.
2. In case the Business Registration Office discovers that the enterprise registration information contained in the National Business Registration Database does not contain or is incorrect compared to the paper copy of the Certificate due to the conversion process data into the National Business Registration Database, within 03 working days from the date of discovery, the Business Registration Office shall supplement and correct the content of business registration information in the Database. national data on business registration.
Article 41. Legal status of enterprises
The legal status of businesses in the National Database of Business Registrations include:
1. “Suspending business” means the legal status of an enterprise that is temporarily suspending business as prescribed in Clause 1, Article 206 of the Law on Enterprises. The date of changing the legal status of “Suspended from business” is the date the enterprise registers to start suspending its business. The end date of the legal status "Suspended from business" is the date of the end of the business suspension period announced by the enterprise or the date the enterprise registers to resume business before the notified time limit.
2. "No longer doing business at the registered address" is the legal status of an enterprise that, through the inspection and verification by the Tax Administration and related units, cannot be found. business at the registered address. Information about the business that no longer operates at the registered address provided by the Tax Administration to the Business Registration Authority. The change, update, time of change of legal status and termination of legal status shall be decided by the Tax Administration. The tax administration agency is responsible for providing and updating the legal status of "No longer doing business at the registered address" of the enterprise to the business registration authority via the tax registration information system. connected to the National Information System on Business Registration. The business registration authority shall record and update the legal status provided by the tax authority in the National Business Registration Database.
3. “Certificate of business registration revoked due to coercion on tax administration” means the legal status of an enterprise whose Business Registration Office has issued a decision to revoke its Certificate of Business Registration at the request. of tax administration agencies on the implementation of measures to enforce enforcement of administrative decisions on tax administration. The date of change of legal status "Certificate of business registration revoked due to enforcement of tax administration" is the date the Business Registration Office issues a decision to revoke the Certificate of business registration. The end date of the legal status "Withdrawn due to coercion on tax administration" is the date the Business Registration Office restores the legal status of the enterprise on the basis of a written request from the tax administration agency according to the provisions of law. provisions of law on tax administration.
4. "In progressing procedures for dissolution, division, consolidation or merger" means the legal status of an enterprise that has had a resolution or decision on dissolution according to Clause 3, Article 208 of the Law on Enterprises; the enterprise has had its business registration certificate revoked by the business registration office, except for cases where the enterprise is revoked due to coercive tax administration; the enterprise is dissolved under a court decision under Clause 1, Article 209 of the Law on Enterprises; the enterprise has been divided, consolidated, merged and is completing the procedures for finalization and transferring tax obligations to the tax authority due to the division, consolidation or merger. The time to determine the legal status change “In progressing procedures for dissolution, division, consolidation or merger” is the time when the Business Registration Office announces the status of the enterprise undergoing dissolution procedures on the website. National portal on business registration; The divided company, the consolidated company and the merged company shall be granted business registration on the basis of division, consolidation or merger of the company.
5. "Pending bankruptcy procedures" means the legal status of an enterprise that has had a court decision to open bankruptcy proceedings in accordance with the bankruptcy law. The time to determine the change of legal status "undergoing bankruptcy procedures" is the time when the Business Registration Office updates the status of enterprises undergoing bankruptcy procedures in the National Business Registration Database.
6. “Dissolved, bankrupt, ceased to exist” means the legal status of an enterprise that has completed the dissolution procedures as prescribed and its legal status has been updated by the Business Registration Office in accordance with Clause 8 of Article 208. 5, Clause 209, Article 5 of the Law on Enterprises; the enterprise has a court decision to declare bankruptcy in accordance with the bankruptcy law; the enterprise ceases to exist due to division, consolidation or merger according to Clause 198, Article 5, Clause 200, Article 4, Clause 201, Article XNUMX of the Law on Enterprises. The time to determine the legal status change "Dissolved, bankrupt, ceased to exist" is the time the Business Registration Office updates the legal status on the National Business Registration Database.
7. “Operating” means the legal status of an enterprise that has been granted an Enterprise Registration Certificate but does not fall under the legal status specified in Clauses 1, 2, 3, 4, 5 and 6 of this Article. .
Chapter V
BUSINESS REGISTRATION THROUGH ELECTRONIC INFORMATION NETWORK
Article 42. Enterprise registration via electronic information network
1. Enterprise registration via electronic information network means that the person establishing an enterprise or an enterprise registers an enterprise through the National Enterprise Registration Portal. Organizations and individuals have the right to choose to use digital signatures in accordance with the law on electronic transactions or use business registration accounts to register businesses via electronic information networks.
2. The business registration account specified in Clause 4, Article 26 of the Law on Enterprises is the account used to authenticate the business registration dossier via the electronic information network in case the competent person signs the application form. Business registration proposal does not use digital signatures. Business registration accounts are created by the National Information System on Business Registration, granted to individuals to carry out business registration via the electronic information network. Individuals access the National Business Registration Portal to declare information and create a Business Registration Account. The personal information declared on the National Business Registration Portal to grant a Business Registration Account must be complete and accurate according to the information on the individual's legal papers and must comply with the highest level. the degree of assurance of the applicant's authenticity by the National Information System for Business Registration.
3. One Business Registration Account is only granted to one individual. The individual who is granted a Business Registration Account is responsible before the law for the accuracy and legality of the registration information in order to be granted a Business Registration Account and the use of the Business Registration Account.
4. The Business Registration Office creates favorable conditions for organizations and individuals to find out information and conduct business registration through the electronic information network.
Article 43. Application for enterprise registration via electronic information network
1. An enterprise registration dossier via an electronic information network includes data as prescribed in this Decree and is presented in an electronic document. An electronic business registration file has the same legal value as a paper business registration file.
2. An electronic document is a document in the form of a data message created or digitized from a paper document and accurately and fully represents the content of a paper document. Electronic documents can be in “.doc” or “.docx” or “.pdf” format.
3. An application for enterprise registration via an electronic information network shall be approved when it fully meets the following requirements:
a) There are sufficient papers and the contents of those papers are fully declared according to regulations as in paper documents and presented in electronic form. The name of the electronic document must correspond to the name of the document in the paper file. A person competent to sign a written request for enterprise registration, a member, founding shareholder, shareholder being a foreign investor or another individual who signs in the enterprise registration dossier may use a digital signature. to sign directly on electronic documents or to sign directly on paper documents and scan (scan) paper documents in the formats specified in Clause 2 of this Article;
b) The business registration information declared on the National Business Registration Portal must be complete and accurate according to the information in the paper file; include information about the applicant's phone number and email address;
c) The application for enterprise registration via the electronic information network must be authenticated by a digital signature or the business registration account of the person competent to sign the written application for enterprise registration or the person authorized by the person authorized to sign the application for business registration. Sign a written request for enterprise registration to authorize the implementation of business registration procedures. In case of authorization to carry out enterprise registration procedures, the enterprise registration dossier must be enclosed with the papers and documents specified in Article 12 of this Decree.
4. The time limit for an enterprise to amend and supplement its application for business registration via the electronic information network is 60 days from the date the Business Registration Office issues a Notice of request for amendment and supplementation of the application. After the above time limit, if the enterprise does not receive the amended and supplemented dossier, the Business Registration Office will cancel the enterprise registration dossier according to the process on the National Information System on Business Registration.
Article 44. Order and procedures for enterprise registration via electronic information network using digital signatures
1. The applicant declares information, downloads electronic documents, authenticates the business registration documents via the electronic information network, and pays the business registration fees and charges according to the process on the Portal. country on business registration.
2. After completing the submission of the business registration dossier, the applicant will receive a receipt of the enterprise registration dossier via the electronic information network.
3. If the application file is eligible for enterprise registration, the Business Registration Office shall grant enterprise registration and notify the enterprise of the grant of enterprise registration. In case the application is not eligible for business registration, the Business Registration Office shall send a notice via the electronic information network to the enterprise to request the amendment and supplement of the dossier.
4. The registration of operations of branches, representative offices, and notice of establishment of business locations of enterprises via electronic information networks shall comply with the process specified in this Article.
Article 45. Order and procedures for enterprise registration via electronic information network using business registration account
1. The applicant uses the business registration account to declare information, download electronic documents and authenticate the business registration documents via electronic information network and pay registration fees and charges. enterprises according to the process on the National Business Registration Portal. In case of authorization to carry out business registration procedures via electronic information network using a business registration account, the authorization document must contain contact information of the authorizing person to authenticate the submission of the registration application. businesses through the electronic information network.
2. After completing the submission of the application for registration, the applicant will receive a receipt of the enterprise registration application via the electronic information network.
3. The Business Registration Office shall grant enterprise registration to the enterprise in case the dossier is eligible and notify the enterprise of the grant of enterprise registration. In case the application is not eligible, the Business Registration Office shall send a notice via the electronic information network to the enterprise to request the amendment and supplement of the dossier.
4. The process of enterprise registration via the electronic information network specified in this Article also applies to the registration of operation of branches, representative offices and notices of establishment of business locations of enterprises.
Article 46. Handling of violations, complaints and settlement of disputes related to digital signatures, business registration accounts
1. The identification and handling of disputes, complaints and violations related to the management and use of digital signatures and business registration accounts shall comply with law.
2. Business registration agencies, State management agencies in charge of business registration are not responsible for violations committed by enterprises, enterprise founders, and file applicants when declaring information for issuance. Business Registration Account and the use of Business Registration Account.
Chapter VI
DOCUMENTS, ORDER, PROCEDURES FOR CHANGE REGISTRATION, NOTIFICATION OF CHANGE TO CONTENT OF BUSINESS REGISTRATION
Article 47. Registration of change of head office address of an enterprise
1. Before registering the change of head office address to a district, district, province or centrally run city other than where the head office is located, leading to the change of the tax authority, the enterprise must carry out the procedures. with the Tax Authority regarding the relocation in accordance with the tax laws.
2. In case of changing the address of the head office, the enterprise shall send the application for registration of changes in business registration contents to the Business Registration Office where the new head office is located. The application includes the following documents:
a) Notice of change of business registration information signed by the legal representative of the enterprise;
b) Resolution, decision of the company owner, for one-member limited liability companies; resolution, decision and copy of the meeting minutes of the Members' Council, for limited liability companies with two or more members, partnerships, of the General Meeting of Shareholders, for joint-stock companies, on the transfer of shares. address of the head office of the enterprise.
3. After receiving the enterprise registration dossier, the Business Registration Office shall hand over the receipt, check the validity of the application and issue the Certificate of Business Registration to the enterprise according to regulations.
4. When changing the address of the head office of the enterprise, the rights and obligations of the enterprise do not change.
Article 48. Registration of enterprise name change
1. In case of renaming an enterprise, the enterprise shall send a dossier of registration of change of enterprise registration contents to the Business Registration Office where the enterprise's head office is located. The application includes the following documents:
a) Notice of change of business registration information signed by the legal representative of the enterprise;
b) Resolution, decision and copy of meeting minutes of the Members' Council, for limited liability companies with two or more members, partnerships, of the General Meeting of Shareholders, for joint-stock companies; resolution, decision of the company owner, for a one-member limited liability company, on renaming the business.
2. After receiving the enterprise registration dossier, the Business Registration Office shall hand over the receipt, check the validity of the application and issue the Certificate of Business Registration to the enterprise if the registered enterprise name is changed. change not contrary to regulations on naming enterprises.
3. Changing the enterprise name does not change the rights and obligations of the enterprise.
Article 49. Registration for change of general partners
1. In case of terminating the status of a general partner and accepting new general partners according to the provisions of Articles 185 and 186 of the Law on Enterprises, the partnership shall send an application for registration of changes in business registration contents. to the Business Registration Office where the company's head office is located. The application includes the following documents:
a) Notice of change of business registration information signed by the legal representative of the enterprise;
b) The list of members of a partnership as prescribed in Article 25 of the Law on Enterprises, which does not include declarations about capital contributors;
c) A copy of the individual's legal papers for new general partners.
2. After receiving the enterprise registration dossier, the Business Registration Office shall hand over the receipt, check the validity of the dossier and issue the Enterprise Registration Certificate to the enterprise.
Article 50. Registration of change of legal representative of limited liability companies or joint stock companies
1. In case of changing the legal representative of the company, the company shall send the application for registration of change of business registration contents to the Business Registration Office where the company's head office is located. The application includes the following documents:
a) Notice of change of legal representative;
b) A copy of the individual's legal papers, for the new legal representative;
c) Resolution, decision of the company owner, for one-member limited liability companies; resolution, decision and copy of minutes of the Members' Council meeting, for limited liability companies with two or more members, on the change of the legal representative; Resolution and copy of the minutes of the General Meeting of Shareholders, for joint-stock companies, on the change of the legal representative in case the change of the legal representative changes the contents of the company's charter. ; resolutions, decisions and a copy of the minutes of the meeting of the Board of Directors, for a joint-stock company, in case the change of the legal representative does not change the contents of the company's charter other than the content of the full name, , signature of the legal representative of the company specified in Article 24 of the Law on Enterprises.
2. The person signing the notice of change of legal representative is one of the following individuals:
a) The President of the Members' Council or the President of the company, for a one-member limited liability company;
b) Chairman of the Members' Council, for limited liability companies with two or more members. In case the President of the Members' Council is the legal representative, the person who signs the notice is the President of the Members' Council who will be elected by the Members' Council;
c) Chairman of the Board of Directors for joint-stock companies. In case the Chairman of the Board of Directors is the legal representative, the person who signs the notice is the new Chairman of the Board of Directors elected by the Board of Directors;
d) In case the Chairman of the Members' Council or the Chairman of the Board of Directors is absent or unable to perform his/her rights and obligations, the person who signs the notice of change of the legal representative is the person appointed by the Chairman of the Board of Directors. the Board of Directors, authorized by the Chairman of the Board of Directors. In case there is no authorized member or the Chairman of the Members' Council or the Chairman of the Board of Directors dies, is missing, is in temporary detention, is serving a prison sentence, is serving administrative handling measures at the agency, compulsory detoxification establishment, compulsory education institution, fleeing from place of residence, restricted or incapacitated civil acts, having difficulty in cognition or behavior control, banned by the Court from holding certain positions. If a person is prohibited from practicing certain occupations or doing certain jobs, the person who signs the notice of change of legal representative is the person who is temporarily elected as the Chairman of the Members' Council or the Chairman of the Board of Directors as prescribed in Clause 4. Article 56, Clause 3, Article 80 and Clause 4, Article 156 of the Law on Enterprises.
3. In case of registration for change of legal representative as prescribed in Clause 6, Article 12 of the Law on Enterprises, the application for registration of change of legal representative includes the papers specified in Clause 1 of this Article. , in which the resolution, decision and copy of the meeting minutes of the Members' Council are replaced by a copy of the written certification that the legal representative of the company is dead, missing or being prosecuted for liability. penal liability, being held in temporary detention, serving a prison sentence, serving an administrative handling measure at a compulsory detoxification establishment, a compulsory education institution, fleeing his/her residence, being restricted or lost have civil act capacity, have difficulties in cognition or behavior control, are banned by the Court from holding certain posts, practicing certain professions or doing certain jobs.
4. After receiving the enterprise registration dossier, the Business Registration Office shall hand over the receipt, check the validity of the dossier and issue the Enterprise Registration Certificate to the enterprise.
Article 51. Registration of changes in charter capital, contributed capital, and percentage of contributed capital
1. In case a limited liability company, a joint-stock company or a partnership registers for a change in charter capital, the company shall send an application for registration of changes in business registration information to the Business Registration Office where the company is located. The company is headquartered. The application includes the following documents:
a) Notice of change of business registration information signed by the legal representative of the enterprise;
b) Resolution, decision of the company owner, for one-member limited liability companies; resolutions, decisions and meeting minutes of the Members' Council, for limited liability companies with two or more members, partnerships, of the General Meeting of Shareholders, for joint-stock companies, on the change of capital regulations;
c) A written approval from the Investment Registration Authority of the capital contribution, share purchase, purchase of capital contributions from foreign investors or foreign-invested economic organizations, in case it is required to do so. procedures for registration of capital contribution, purchase of shares, purchase of contributed capital in accordance with the Law on Investment.
2. In case the company registers to change the contributed capital, the percentage of contributed capital of a member of a limited liability company with two or more members, of a general partner of a partnership, the company shall submit a registration dossier. register changes to business registration contents to the Business Registration Office where the company's head office is located. The application includes the following documents:
a) Notice of change of business registration information signed by the legal representative of the enterprise;
b) List of members of a limited liability company with two or more members; list of members of a partnership, which does not include declarations of capital contributors. The lists must include the signatures of the members whose capital contribution is changed, the signature of the member with the unchanged capital contribution is not required;
c) The transfer contract or documents proving the completion of the transfer in case of transfer of the contributed capital; Contract of donation in case of donation of contributed capital;
d) A written approval from the Investment Registration Authority of the capital contribution, share purchase or purchase of capital contributions from foreign investors or foreign-invested economic organizations, in the case of having to do so. procedures for registration of capital contribution, purchase of shares, purchase of contributed capital in accordance with the Law on Investment.
3. In case the General Meeting of Shareholders approves the offering of shares to increase charter capital, and at the same time assigns the Board of Directors to carry out procedures for registration of increase of charter capital after the end of each share sale, together with according to the notice specified at point a, clause 1 of this article, an application for registration of an increase in charter capital must contain the following documents:
a) Resolution and copy of the minutes of the General Meeting of Shareholders on the offering of shares to increase charter capital, clearly stating the number of shares to be offered and assigning the Board of Directors to carry out procedures for registration of increase. charter capital after the end of each share sale;
b) Resolution, decision and copy of the minutes of the meeting of the Board of Directors of the joint-stock company on the registration to increase the charter capital of the company after the end of each share sale.
4. In case of reduction of charter capital, the enterprise must commit to ensure the payment of all debts and other property obligations after the capital reduction. In case a limited liability company with two or more members reduces its charter capital as prescribed at Points a and b, Clause 3, Article 68 of the Law on Enterprises, the application file for registration of charter capital reduction must be enclosed with a recent financial statement. at the time of decision to reduce charter capital.
5. After receiving the enterprise registration dossier, the Business Registration Office shall hand over the receipt, check the validity of the application and issue the Enterprise Registration Certificate to the enterprise.
Article 52. Registration of change of members of a limited liability company with two or more members
1. In case the admission of new members leads to an increase in the company's charter capital, the company shall submit an application for registration of changes in business registration contents to the Business Registration Office where the company's head office is located. The application includes the following documents:
a) Notice of change of business registration information signed by the legal representative of the enterprise;
b) List of members of a limited liability company with two or more members. The list of members must include the signatures of the new member and the member whose capital contribution has changed, the signature of the member whose capital contribution has not changed is not required;
c) Resolution, decision and copy of minutes of the Members' Council meeting on the admission of new members;
d) Papers certifying capital contribution of new members of the company;
dd) A copy of an individual's legal papers in case the new member is an individual or a copy of an organization's legal papers, a copy of the individual's legal papers in the case of an authorized representative, and a copy of the legal papers of the individual in the case of an authorized representative. copy of the document appointing an authorized representative in case the new member is an organization.
For members being foreign organizations, copies of legal papers of the organization must be consularly legalized;
e) The investment registration authority's document approving the capital contribution, share purchase, purchase of capital contributions from foreign investors or foreign-invested economic organizations, in the case of having to do so. procedures for registration of capital contribution, purchase of shares, purchase of contributed capital in accordance with the Law on Investment.
2. In case of change of members due to transfer of contributed capital, an enterprise registration dossier includes the following documents:
a) Notice of change of business registration information signed by the legal representative of the enterprise;
b) List of members of a limited liability company with two or more members. The list of members must include the signatures of the new member and the member whose capital contribution has changed, the signature of the member whose capital contribution has not changed is not required;
c) The transfer contract or documents proving the completion of the transfer;
d) A copy of an individual's legal papers in case the new member is an individual or a copy of an organization's legal papers, a copy of the individual's legal papers in the case of an authorized representative, and a copy of the legal document of the individual in the case of an authorized representative. copy of the document appointing an authorized representative in case the new member is an organization.
For members being foreign organizations, copies of legal papers of the organization must be consularly legalized;
dd) The investment registration authority's document approving the capital contribution, share purchase, purchase of capital contributions from foreign investors or foreign-invested economic organizations, in case the procedures for registration of capital contribution, purchase of shares, purchase of contributed capital in accordance with the Law on Investment.
3. In case of change of members due to inheritance, an enterprise registration dossier includes the following papers:
a) Notice of change of business registration information signed by the legal representative of the enterprise;
b) List of members of a limited liability company with two or more members. The list of members must include the signatures of the new member and the member whose capital contribution has changed, the signature of the member whose capital contribution has not changed is not required;
c) A copy of the document certifying the legal inheritance of the heir;
d) A copy of an individual's legal papers in case the heir is an individual or a copy of an organization's legal papers, a copy of the individual's legal papers in the case of an authorized representative and a copy of document appointing an authorized representative in case the heir is an organization.
For members being foreign organizations, copies of legal papers of the organization must be consularly legalized.
4. In case of registration for change of members due to a member's failure to fulfill their capital contribution commitment as prescribed in Article 47 of the Law on Enterprises, an enterprise registration dossier includes the following documents:
a) Notice of change of business registration information signed by the legal representative of the enterprise;
b) List of remaining members of the company. The list of members must include the signature of the member whose capital contribution is changed, the signature of the member whose capital contribution remains unchanged;
c) Resolution, decision and copy of minutes of the Members' Council meeting on the change of members due to failure to fulfill the capital contribution commitment.
5. Register to change members due to donation of capital contribution
a) In case the recipient of the contributed capital is subject to the subjects specified at Point a, Clause 6, Article 53 of the Law on Enterprises, the enterprise registration dossier includes the papers specified in Clause 2 of this Article, in which, the transfer contract or documents proving the completion of the transfer shall be replaced by a contract of donation for the contributed capital;
b) In case the recipient of the contributed capital is subject to the subjects specified at Point b, Clause 6, Article 53 of the Law on Enterprises, the enterprise registration dossier includes the papers specified in Clause 1 of this Article, in which, the enterprise registration document. The document certifying the capital contribution of new members of the company is replaced by a contract of donation for the contributed capital.
6. Register to change members in case the member uses the contributed capital to repay the debt
a) In case the company registers to change members because the member uses the contributed capital to repay the debt and the payee is approved by the Members' Council to become a member of the company as prescribed at Point a, Clause 7 of this Article. 53 of the Law on Enterprises, the enterprise registration dossier includes the documents specified in Clause 1 of this Article, in which, the document certifying the capital contribution of the new member of the company is replaced by a loan contract. and documents showing the use of contributed capital to repay the debt;
b) In case the company registers to change members because the member uses the contributed capital to pay the debt and the payee uses that contributed capital to offer for sale and transfer to another person as prescribed at Point b, Clause 7 of this Article. 53 Article 2 of the Law on Enterprises, an enterprise registration dossier includes the documents specified in Clause XNUMX of this Article, the loan contract and documents showing the use of the contributed capital to repay the debt.
7. In case of change of members according to the decision on division, separation, merger or consolidation of the company, the enterprise registration dossier includes the papers specified in Clause 1 of this Article, in which, the certification document. the capital contribution of new members of the company shall be replaced by a resolution, decision on division of the company, resolution, decision on separation of the company, and the papers specified at Points a and b, Clause 3, Article 25 of this Decree. papers specified at Points a, b and c, Clause 2, Article 61 of this Decree. Resolutions and decisions on division, separation, consolidation or merger of the company must show the content of transferring the contributed capital in the company to the new member.
8. After receiving the enterprise registration dossier, the Business Registration Office shall hand over the receipt, check the validity of the application and issue the Enterprise Registration Certificate to the enterprise.
Article 53. Registration of change of owner of a one-member limited liability company
1. In case the company owner transfers the entire charter capital to an individual or an organization, the transferee must submit an application for registration of changes in business registration contents to the Business Registration Office where the company is registered. The company is headquartered. The application includes the following documents:
a) Notice of change of owner of a one-member limited liability company by the owner or the legal representative of the old owner and the new owner or the legal representative of the owner newly signed;
b) A copy of an individual's legal papers in case the transferee is an individual or a copy of an organization's legal papers, a copy of the individual's legal papers in the case of an authorized person and a copy of document appointing an authorized representative in case the transferee is an organization.
For the owner being a foreign organization, the copy of the organization's legal papers must be consularly legalized;
c) A copy of the amended and supplemented charter of the company;
d) Contract on transfer of contributed capital or papers proving completion of transfer of contributed capital;
dd) The investment registration authority's document approving the capital contribution, share purchase, purchase of capital contributions from foreign investors or foreign-invested economic organizations, in case the procedures for registration of capital contribution, purchase of shares, purchase of contributed capital in accordance with the Law on Investment.
2. In case the owner of a single-member limited liability company is changed under a decision of a competent authority on arrangement and renewal of state-owned enterprises, the application for registration of change shall comply with regulations in Clause 1 of this Article. Clause XNUMX of this Article, in which the transfer contract or transfer completion papers are replaced by a decision of a competent authority on the change of the company's owner.
3. In case the one-member limited liability company changes its owner due to inheritance, the heir shall submit an application for registration of change of business registration contents to the Business Registration Office where the company is located. main. The application includes the following documents:
a) Notice of change of owner of a single-member limited liability company signed by the new owner or the legal representative of the new owner;
b) A copy of the amended and supplemented charter of the company;
c) A copy of an individual's legal papers in case the heir is an individual or a copy of an organization's legal papers, a copy of the individual's legal papers in the case of an authorized person and a copy of the legal document of the individual. A copy of the appointment of an authorized representative in case the heir is an organization.
For the owner being a foreign organization, the copy of the organization's legal papers must be consularly legalized;
d) A copy of the document certifying the legal inheritance of the heir.
4. In case the owner of a one-member limited liability company is changed due to donation of the entire contributed capital, the enterprise registration dossier includes the documents specified in Clause 1 of this Article, in which the contract the transfer contract or documents proving the completion of the transfer shall be replaced by a contract of donation for the contributed capital.
5. In case the owner of a one-member limited liability company is changed according to a decision on division, separation, merger or consolidation of the company, an enterprise registration dossier includes the papers specified in Clause 1 of this Article. This, in which, the capital transfer contract or documents proving completion of the transfer of contributed capital are replaced by resolutions, decisions on company division, resolutions, decisions on company separation, documents specified at Points a and b, Clause 3, Article 25 of this Decree, and the papers specified at Points a, b, c, Clause 2, Article 61 of this Decree. Resolutions and decisions on division, separation, consolidation or merger of the company must show the content of transferring the entire contributed capital in the one-member limited liability company to the new company.
6. After receiving the enterprise registration dossier, the Business Registration Office shall hand over the receipt, check the validity of the application and issue the Enterprise Registration Certificate to the enterprise.
Article 54. Registration of change of owner of a private enterprise in case of sale or donation of enterprise or death of business owner
1. In case the owner of a private enterprise sells or donates to the enterprise or the owner of a private enterprise dies, the buyer, the giftee, and the heir must submit the application for registration of change of the owner of the private enterprise to the Registration Office. business registration where the enterprise's head office is located. The application includes the following documents:
a) Notice of change of business registration information with signatures of the seller, the donor and the buyer or recipient for the private enterprise, in the case of sale or donation to the private enterprise; signature of the heir in case the owner of a private business dies;
b) A copy of the individual's legal papers, for the buyer, the giftee to the private enterprise, the heir;
c) The sale and purchase contract or documents proving the completion of the purchase and sale in the case of the sale of a private enterprise; donation contract in case of donation to a private enterprise; copy of the document certifying the legal inheritance of the heir in the case of inheritance.
2. After receiving the enterprise registration dossier, the Business Registration Office shall hand over the receipt, check the validity of the dossier and issue the Enterprise Registration Certificate to the enterprise.
Article 55. Registration of change of investment capital of private enterprise owners
In case of increase or decrease of registered investment capital, the owner of a private enterprise must send a Notice of change of investment capital to the Business Registration Office where the enterprise is headquartered. After receiving the business registration file, the Business Registration Office hands over the receipt, checks the validity of the application and issues the Business Registration Certificate to the enterprise.
Article 56. Notification of change of business lines
1. In case of change of business lines, the enterprise shall send a Notice to the Business Registration Office where the enterprise's head office is located. An enterprise registration dossier includes the following documents:
a) Notice of change of business registration information signed by the legal representative of the enterprise;
b) Resolution, decision and copy of meeting minutes of the Members' Council, for limited liability companies with two or more members, partnerships, of the General Meeting of Shareholders, for joint-stock companies; resolutions and decisions of the company owner, for single-member limited liability companies, on the change of business lines or lines.
2. After receiving the business registration dossier, the Business Registration Office shall hand over the receipt, check the validity of the application and the market access conditions for the industries and trades with restricted market access. for foreign investors according to the provisions of the law on investment, update information about the business lines of the enterprise in the National Database of Business Registration. In case the enterprise needs, the Business Registration Office shall issue a Certificate of change of business registration information to the enterprise.
Article 57. Notification of change of information of founding shareholders of an unlisted joint-stock company
1. Founding shareholder specified in Clause 4, Article 4 of the Law on Enterprises is a shareholder owning at least one common share and signing in the List of founding shareholders submitted to the Business Registration Office at the time of registration. business establishment.
2. The notification of changes in information of founding shareholders to the Business Registration Office is only done in cases where the founding shareholders have not paid or only paid a part of the shares registered to buy as prescribed in Clause 113 of this Article. Article 30 of the Enterprise Law. The enterprise is responsible for making a notice of change in information of the founding shareholders within XNUMX days from the end of the time limit to pay in full for the number of shares registered to buy.
3. In case of change of information of founding shareholders as prescribed in Clause 2 of this Article, the company shall send a dossier of notification of change of business registration contents to the Business Registration Office where the company's head office is located. The application includes the following documents:
a) Notice of change of business registration information signed by the legal representative of the enterprise;
b) List of founding shareholders of a joint-stock company, which does not include information about founding shareholders who have not yet paid for the number of shares registered to buy.
4. After receiving the business registration file, the Business Registration Office shall issue a receipt, check the validity of the application, and update the information of the founding shareholders in the National Database of Registration. business registration. In case the enterprise needs, the Business Registration Office shall issue a Certificate of change of business registration information to the enterprise.
Article 58. Notice of change of shareholders being foreign investors in unlisted joint stock companies
1. In case an unlisted joint-stock company changes its shareholder being a foreign investor as prescribed in Clause 3, Article 31 of the Law on Enterprises, the enterprise shall submit a notice of change in business registration information to the Division. Business registration where the enterprise is headquartered. The application includes the following documents:
a) Notice of change of business registration information signed by the legal representative of the enterprise;
b) The list of shareholders being foreign investors has been changed. The list of shareholders being foreign investors must include the signatures of the shareholder whose share value changes, and the signature of the shareholder whose share value remains unchanged;
c) Share transfer contract or documents proving the completion of the transfer;
d) A copy of the individual's legal papers in case the transferee is an individual; copies of legal papers of the organization, copies of legal papers of individuals in the case of authorized representatives and copies of documents on appointment of authorized representatives in case the transferee is an organization.
For shareholders being foreign organizations, copies of legal papers of the organization must be consularly legalized;
dd) The investment registration authority's document approving the capital contribution, share purchase, purchase of capital contributions from foreign investors or foreign-invested economic organizations, in case the procedures for registration of capital contribution, purchase of shares, purchase of contributed capital in accordance with the Law on Investment.
2. After receiving the business registration file, the Business Registration Office shall issue a receipt, check the validity of the application, and update information on shareholders being foreign investors in the database. country on business registration. In case the enterprise needs, the Business Registration Office shall issue a Certificate of change of business registration information to the enterprise.
Article 59. Notification of changes in tax registration contents
1. In case an enterprise changes the tax registration information but does not change the business registration information, except for the change in tax calculation method, the enterprise shall send a notice of change in the business registration information by its representative. signed by the law of the enterprise to the Business Registration Office where the enterprise's head office is located.
2. After receiving the notice, the Business Registration Office hands over the Receipt, checks the validity of the application, enters data into the National Business Registration Information System and transmits the information to the System. Tax registration information. In case the enterprise needs, the Business Registration Office shall issue a Certificate of change of business registration information to the enterprise.
Article 60. Notice of change of information of shareholders being foreign investors, notice of change of information of authorized representatives of shareholders being foreign organizations, notice of lease of private enterprises, notice of change information of authorized representative
1. Within 03 working days after receiving information or changing information about full name, nationality, passport number, contact address, number of shares and type of shares of individual shareholder foreign personnel; name, enterprise identification number, head office address, number of shares and types of shares of the shareholder being a foreign organization and full name, nationality, passport number, contact address of the authorized representative Right of shareholder being a foreign organization, the enterprise shall send a notice of the addition and update of enterprise registration information to the Business Registration Office where the enterprise is headquartered in accordance with the provisions of Clause 3, Article 176 of the Law. Enterprise.
2. Within 03 working days from the effective date of the business lease contract, the owner of the private enterprise must send a notice to lease the private enterprise enclosed with a notarized copy of the lease contract to the Division. Business registration where the enterprise's head office is located according to the provisions of Article 191 of the Law on Enterprises.
3. Within 10 days from the date of change in the information of the authorized representative of the owner or member of the limited liability company being an organization, the company shall send a notice to the Business Registration Office. where the enterprise's head office is located.
4. After receiving the enterprise registration documents specified in Clauses 1, 2 and 3 of this Article, the Business Registration Office shall hand over the receipt, check the validity of the application, and update the information of the applicant. enterprises in the National Database of Business Registration. In case the enterprise needs, the Business Registration Office shall issue a Certificate of change of business registration information to the enterprise.
Article 61. Registration of changes to enterprise registration contents for the separated company or the merging company
1. In case of separation of a limited liability company, the joint-stock company in which the split company changes its charter capital, number of members and shareholders being foreign investors in proportion to the contributed capital, shares and The number of members and shareholders being foreign investors is reduced, and the application for registration of changes in business registration information of the separated company must contain the corresponding documents specified in this Chapter and the following documents: this:
a) Resolution or decision on separation of the company as prescribed in Article 199 of the Law on Enterprises;
b) A copy of the minutes of the meeting of the Members' Council, for limited liability companies with two or more members, of the General Meeting of Shareholders, for joint-stock companies, on the separation of the company.
2. In case of merger of one or several companies into another company, the application for registration of changes in business registration contents of the merging company must contain the corresponding documents specified in this Chapter and relevant documents. the following documents:
a) The merger contract as prescribed in Article 201 of the Law on Enterprises;
b) Resolution, decision on approval of the merger contract and a copy of the minutes of the Members' Council meeting, for limited liability companies with two or more members, partnerships, of the General Meeting of Shareholders for joint-stock companies on the approval of the merger contract of the merging company;
c) Resolution, decision on the approval of the merger contract and a copy of the minutes of the Members' Council meeting, for limited liability companies with two or more members, partnerships, of the General Meeting of Shareholders for a joint-stock company on the approval of the merger contract of the merged company, unless the merged company is a member, the shareholder owns more than 65% of the charter capital, in the case of a limited liability company. term, partnership or voting shares in respect of the joint stock company of the merged company.
3. After receiving the enterprise registration application, the Business Registration Office shall issue a receipt, check the validity of the application and issue the Certificate of Business Registration and the Confirmation of the change of contents. Business registration for businesses.
Article 62. Registration of changes in operation registration contents of branches, representative offices and business locations
1. Before registering a change in the address of a branch or representative office, leading to a change in the tax authority, an enterprise must carry out tax procedures with the tax authority related to the relocation according to regulations. provisions of tax law.
2. When changing the operation registration contents of the branch, representative office or business location, the enterprise shall send a Notice of change of operation registration of the branch, representative office or business location. to the Business Registration Office where the branch, representative office or business location is located. In case of change of the head of the branch or representative office, the notice must be enclosed with a copy of the legal papers of the individual for the head of the branch or representative office.
Upon receiving the Enterprise's Notice, the Business Registration Office shall issue a Receipt, check the validity of the application, change the registration information for the branch, representative office, business location in the Authority. National database on business registration and issuance of Certificate of operation registration of branch, representative office, Certificate of business location registration within 03 working days from the date of receipt of application Invalid. In case the enterprise has demand, the Business Registration Office shall issue a Certificate of change in operation registration contents of the branch, representative office or business location.
3. In case the address of the branch, representative office or business location is moved to another province or centrally run city where the branch, representative office or business location is registered, the enterprise send the Notice of change of operation registration contents of the branch, representative office or business location to the Business Registration Office where the branch, representative office or business location moves to.
Upon receiving the notice of the enterprise, the Business Registration Office where the branch, representative office or business location has moved to shall hand over the receipt, check the validity of the application, and issue the Certificate of Operation Registration branch, representative office, Certificate of business location registration.
4. After an enterprise with 100% state capital is granted an enterprise registration certificate, it is converted into a limited liability company or a joint-stock company, its branches, representative offices and business locations shall carry out the implementation. register for changes in operation registration contents as prescribed in this Article.
5. After a limited liability company is converted into a joint-stock company and vice versa, a private enterprise is converted into a limited liability company, joint-stock company or partnership, then branches , representative offices and business locations of the above-mentioned enterprises shall register for changes in operation registration contents according to the provisions of this Article.
Article 63. Updating and supplementing information in enterprise registration documents
1. When registering, notifying change of business registration information, the enterprise is responsible for supplementing the missing information about the enterprise's phone number in the dossier. In case the enterprise does not add information about the phone number, the application for registration, notification of change of business registration content is considered invalid.
2. Enterprises are obliged to update and supplement information in the certificate of enterprise registration, the application for enterprise registration as prescribed in Clause 3, Article 8 of the Law on Enterprises, as follows:
a) In case the enterprise updates or supplements information in the enterprise registration dossier, which changes the contents of the enterprise registration certificate but does not fall into the cases of registration for change of enterprise registration contents specified in Clause 47 of this Article; According to the provisions of Articles 55 to XNUMX of this Decree, the enterprise shall send a notice requesting the update and supplementation of business registration information to the Business Registration Office where the enterprise is headquartered. The Business Registration Office receives the notice, considers the validity and issues the Business Registration Certificate to the enterprise;
b) In case the enterprise only updates and supplements the information in the enterprise registration dossier without changing the contents of the enterprise registration certificate and does not fall into the cases of notification of changes in the registered contents; If the enterprise registers the enterprise specified in Articles 56 to 60 of this Decree, the enterprise shall send a notice requesting the update and supplementation of enterprise registration information to the Business Registration Office where the enterprise's head office is located. The Business Registration Office adds information to the enterprise's profile, updates the information into the National Business Registration Database.
3. Enterprises are not required to pay fees and charges for business registration in case of updating or supplementing information about their phone number, fax number, email, website, or address due to changes in geographical location. administration and the cases specified at Point b, Clause 2 of this Article.
Article 64. Enterprise registration documents in case the enterprise passes a decision in the form of collecting opinions in writing
In case the Board of Members of a limited liability company or the General Meeting of Shareholders, the Board of Directors of a joint-stock company passes resolutions and decisions in the form of collecting written opinions in accordance with the Law on Enterprises. The copy of the meeting minutes in the enterprise registration dossier specified in this Decree shall be replaced by a copy of the report on vote counting results of the Members' Council for limited liability companies or the vote counting minutes. of the Board of Directors, the General Meeting of Shareholders, for joint-stock companies.
Article 65. Cases of non-registration, notification of changes in enterprise registration contents
1. An enterprise may not register or notify changes to its business registration information in the following cases:
a) The Business Registration Office has issued a Notice of violation of the enterprise in the case of revocation of the Certificate of Business Registration or the Decision on revocation of the Certificate of Business Registration;
b) In the process of dissolution according to the dissolution decision of the enterprise;
c) At the request of the Court or the judgment enforcement agency or the investigating agency, the head, deputy head of the investigating agency, the investigator specified in the Criminal Procedure Code;
d) The enterprise is in the legal status of “No longer doing business at the registered address”.
2. Enterprises may continue to register and notify changes of business registration contents in the following cases:
a) Measures have been taken to remedy the violations as required in the Notice on violations of the enterprise in the case of revocation of the Certificate of Business Registration and accepted by the Business Registration Office;
b) Must register to change a number of business registration contents to serve the dissolution process and complete the dissolution dossier as prescribed. In this case, the application for registration of changes must be accompanied by a written explanation of the enterprise's reasons for registration of changes;
c) Obtaining written approval from the organizations or individuals that submit the request specified at Point c, Clause 1 of this Article for permission to continue to register for changes in business registration contents;
d) The enterprise has been changed its legal status from “No longer doing business at the registered address” to “Operating”.
Chapter VII
DOCUMENTS, ORDER, PROCEDURES FOR REGISTRATION FOR TEMPORARILY CLOSING BUSINESS, RE-ISSUE CERTIFICATION OF BUSINESS REGISTRATION, DISCLOSURE OF ENTERPRISE, RECOVERY CERTIFICATE OF BUSINESS REGISTRATION
Article 66. Registration of business suspension or resumption of business before the notified deadline for enterprises, branches, representative offices, and business locations
1. In case an enterprise, branch, representative office or business location suspends business or resumes business before the notified time limit, the enterprise shall send a notice to the Business Registration Office where it is located. branches, representative offices, business locations located at least 03 working days before the date of business suspension or resumption of business before the notified time limit. In case an enterprise, branch, representative office or business location wishes to continue to suspend business after the notice period expires, it must notify the Business Registration Office within 03 working days at the latest. before the date of resumption of business suspension. The duration of business suspension of each notice shall not exceed one year.
2. In case an enterprise suspends its business, the notice must be enclosed with a resolution, decision and a copy of the meeting minutes of the Members' Council, for limited liability companies with two or more members, partnership name, of the Board of Directors, for joint-stock companies; resolution, decision of the company owner for a single-member limited liability company on business suspension.
3. After receiving the enterprise registration file, the Business Registration Office shall give a receipt, check the validity of the application and issue a certificate of confirmation of the enterprise, branch, representative office and location. business suspension registration, certificate of the enterprise, branch, representative office, business location registration to resume business before the time limit announced within 03 working days from the date of registration. date of receipt of valid application.
4. In case an enterprise registers to suspend its business, the Business Registration Office shall update the legal status of the enterprise and the status of all branches, representative offices and business locations of the enterprise within the period. National database on business registration to suspend business status.
5. An enterprise may apply for registration of business resumption before the notified deadline concurrently with the registration of business resumption before the notified deadline for its branch, representative office or business location. enterprise. The Business Registration Office updates the legal status of the enterprise concurrently with the status of the branch, representative office, and business location in the National Business Registration Database.
Article 67. Business suspension, operation suspension, business termination at the request of competent state agencies
1. In case the Business Registration Office receives a document from a competent state agency that the enterprise conducts business in conditional investment and business lines, and conditional market access for the enterprise. If the foreign investor fails to satisfy the conditions prescribed by law, the Business Registration Office shall issue a notice requesting the enterprise to suspend or terminate the business of conditional investment and business lines, sectors, jobs with conditional market access for foreign investors. In case an enterprise fails to suspend or terminate the business lines of conditional investment and business lines or lines of business with conditional market access for foreign investors upon request, the Business Registration Office request enterprises to report according to the provisions of Point c, Clause 1, Article 216 of the Law on Enterprises.
2. Within 03 working days from the date the Business Registration Office receives a document from a competent state agency that the enterprise is requested by a competent state agency to suspend its business or suspend its business. When operating, terminating a business, or having completed serving the penalty or serving the judicial measures in accordance with specialized laws, the Business Registration Office shall update information on the National Business Registration Database. and published on the National Portal on business registration.
Article 68. Re-issuance of Certificate of Business Registration, Certificate of Change of Business Registration Contents
1. In case an enterprise wishes to be re-issued with the Certificate of Business Registration, a certification of change of business registration information, the Certificate of operation registration of a branch or representative office, or a certificate of registration of the enterprise. certifying the change in contents of the branch or representative office's operation registration due to loss, fire, tearing, crushing or other destruction, the enterprise shall send a written request for re-issuance to the Registrar's Office. business where the enterprise's head office is located. The Business Registration Office considers re-issuance within 03 working days from the date of receipt of the written request.
2. In case the enterprise wishes to be re-issued with the Certificate of Business Location Registration, a written certification of the change of business location registration contents due to its loss, fire, tearing, destruction or destruction. In other forms, the enterprise or branch having a business location shall send a written request for re-issuance to the Business Registration Office where the business location is located. The Business Registration Office considers re-issuance within 03 working days from the date of receipt of the written request.
Article 69. Handling of cases where the enterprise registration is not granted with the correct application, the order and procedures or the information declared in the enterprise registration dossier is dishonest or inaccurate
1. In case the enterprise registration is not issued in accordance with the prescribed documents, order and procedures
a) In case the business registration is not granted according to the prescribed order and procedures, the Business Registration Office shall send a notice to the enterprise and at the same time re-issue the business registration in accordance with the regulations on order and procedures;
b) In case the enterprise establishment registration certificate is not issued according to the prescribed documents, the Business Registration Office shall notify the business registration certificate that the enterprise registration certificate is not issued according to the prescribed dossier as invalid. Enterprises complete and submit valid dossiers as prescribed within 30 days from the date of notification to be considered for issuance of Certificate of Business Registration. Enterprises can combine legal changes of registrations and notices of changes later in a set of documents to be granted a new registration of changes;
c) In case the grant of registration for changes in enterprise registration contents and other registrations and notices is not in accordance with the prescribed dossier, the Business Registration Office shall notify the approved contents of enterprise registration that are not in accordance with the provisions of law. The regulation is invalid, and at the same time the Business Registration Office issues the Certificate of Business Registration, the Certification of the change in business registration contents and other registrations and notices on the basis of the application file. valid for the most recent previous one. The Business Registration Office shall send a notice requesting the enterprise to complete and submit valid dossiers as prescribed within 30 days from the date of sending the notice to be considered for issuance of the Certificate of Business Registration, the Certificate of Business Registration. on the change of business registration contents and other registrations and notices. Enterprises can combine legal change contents of subsequent registrations and change notices in one set of documents to be granted a new registration of changes.
2. In case the information declared in the enterprise registration dossier is not truthful or accurate
a) In case the information declared in the application for registration of enterprise establishment is not truthful or accurate, the Business Registration Office shall notify the competent state agency for handling in accordance with law. , and at the same time notify the enterprise registration certificate issued on the basis of the registration dossier with untruthful and inaccurate declared information as invalid, request the enterprise to complete and resubmit the application. within 30 days from the date of sending the notice to be considered for issuance of the Certificate of Business Registration, the Certification of the change of business registration contents. Enterprises can combine legal change contents of subsequent registrations and change notices in one set of documents to be granted a new registration of changes.
In case the enterprise fails to complete and resubmit the dossier as prescribed, the Business Registration Office shall request the enterprise to report as prescribed at Point c, Clause 1, Article 216 of the Law on Enterprises;
b) In case the information declared in the application for change of business registration information is untrue or inaccurate, the Business Registration Office shall notify the competent state agency for handling according to regulations. provisions of the law, and at the same time notify the certificate of enterprise registration, the certificate of change in business registration contents is invalid and issue the certificate of enterprise registration, the certificate of enterprise registration. the change of business registration contents on the basis of the most recent valid dossier.
The Business Registration Office shall notify the request that the enterprise complete and resubmit the prescribed dossier within 30 days from the date of sending the notice to be considered for issuance of the Certificate of Business Registration, the Certificate of Business Registration. change the content of business registration. Enterprises can combine legal change contents of subsequent registrations and change notices in one set of documents to be granted a new registration of changes.
3. Handling of cases of issuance of Certificate of operation registration of branch or representative office, Certificate of business location registration, Certificate of change of branch operation registration , representative office, business location is not in accordance with the records, the order and procedures or the information declared in the dossier is not truthful, does not correctly comply with the provisions of Clauses 1 and 2 of this Article, respectively. this.
Article 70. Enterprise dissolution registration for the cases specified at Points a, b and c, Clause 1, Article 207 of the Law on Enterprises
The registration of enterprise dissolution specified at Points a, b and c, Clause 1, Article 207 of the Law on Enterprises shall be carried out according to the following order and procedures:
1. Within 07 working days from the date of adoption of the resolution or decision on dissolution specified in Clause 1, Article 208 of the Law on Enterprises, the enterprise shall send a notice of dissolution to the Business Registration Office where the enterprise is located. enterprise has its head office. The notice must be accompanied by the following documents:
a) Resolution, decision and meeting minutes of the Members' Council, for limited liability companies with two or more members, partnerships, of the General Meeting of Shareholders, for joint-stock companies; resolution, decision of the company owner, for a one-member limited liability company, on the dissolution of the enterprise;
b) Debt settlement plan (if any).
2. Within 01 working day from the date of receipt of the notice of enterprise dissolution, the Business Registration Office must publish the documents specified in Clause 1 of this Article and notify the current status of the enterprise. dissolution procedures on the National Enterprise Registration Portal, change the legal status of the enterprise in the National Business Registration Database to the status of undergoing dissolution procedures and send information to the dissolution of the enterprise to the tax authority. Enterprises carry out procedures to fulfill tax obligations with tax authorities in accordance with the provisions of the Law on Tax Administration.
3. Within 05 working days from the date of payment of all debts of the enterprise, the enterprise shall send the application for registration of dissolution of the enterprise to the Business Registration Office where the enterprise is headquartered. An enterprise dissolution registration dossier includes the papers specified in Clause 1, Article 210 of the Law on Enterprises.
4. Before submitting the application for registration of dissolution of the enterprise, the enterprise must carry out procedures to terminate the operation of the branch, representative office, business location of the enterprise at the Business Registration Office where the branch is located. , representative office, business location.
5. After receiving the application for registration of dissolution of the enterprise, the Business Registration Office shall send information about the enterprise's dissolution registration to the tax authority. Within 02 working days from the date of receipt of information from the Business Registration Office, the tax authority shall send comments on the fulfillment of the tax payment obligation of the enterprise to the Business Registration Office. Within 05 working days from the date of receipt of the application for registration of dissolution of the enterprise, the Business Registration Office shall change the legal status of the enterprise in the National Enterprise Registration Database to the dissolved state. may not receive the tax authority's refusal, and at the same time issue a notice of the dissolution of the enterprise.
6. After 180 days from the date the Business Registration Office receives the notice enclosed with the resolution or decision on dissolution of the enterprise, the Business Registration Office has not received the dissolution registration dossier of the enterprise and With written objections from related parties, the Business Registration Office changes the legal status of the enterprise in the National Business Registration Database to the dissolved state, sends information on the dissolution of the enterprise to the tax authority, and at the same time issue a notice of the dissolution of the enterprise within 03 working days from the end of the above-mentioned time limit.
7. Within 180 days from the date of receipt of the notice enclosed with the resolution or decision on dissolution specified in Article 208 of the Law on Enterprises, the Business Registration Office has not changed the legal status of the enterprise to that of dissolution in the National Enterprise Registration Database, if the enterprise does not continue to dissolve, the enterprise shall send a notice of the annulment of the resolution or dissolution decision to the Business Registration Office where the enterprise is located. headquarters is located. The notice must be enclosed with a resolution or decision of the company owner, for single-member limited liability companies, of the Members' Council, for limited liability companies with two or more members. partnership, of the General Meeting of Shareholders, for joint-stock companies, on the annulment of resolutions and decisions on dissolution. Within 03 working days from the date of receipt of the notice of the annulment of the resolution or decision on dissolution of the enterprise, the Business Registration Office must post the notice and the resolution or decision on the dissolution of the enterprise. , decide to dissolve the enterprise on the National Portal on Business Registration, restore the legal status of the enterprise on the National Information System on Business Registration, and send information on cancellation of resolutions and decisions the dissolution of the enterprise to the tax authority.
8. For an enterprise using a seal issued by a police agency, the enterprise is responsible for returning the seal and certificate of seal sample registration to the police agency according to regulations when carrying out dissolution procedures.
Article 71. Enterprise dissolution registration in case the Certificate of enterprise registration is revoked or under a court decision
1. Within 01 working day from the date of issuing the decision to revoke the Certificate of Business Registration or receiving the legally effective Court decision, the Business Registration Office shall post the decision and notify the applicant. Report the status of the enterprise undergoing dissolution procedures on the National Enterprise Registration Portal, change the status of the enterprise in the National Business Registration Database to the status of undergoing dissolution procedures and send information on the dissolution of the enterprise to the tax authority, unless the enterprise has its certificate of enterprise registration revoked to take coercive measures at the request of the tax authority.
2. Within 05 working days from the date of payment of all debts of the enterprise, the legal representative of the enterprise shall send the application for registration of dissolution of the enterprise to the Business Registration Office where the enterprise is located. headquarters. Dossier, order and procedures for registration of enterprise dissolution shall comply with the provisions of Clauses 3, 4 and 5, Article 70 of this Decree.
3. After 180 days from the date the Business Registration Office announces the status of the enterprise undergoing dissolution procedures on the National Business Registration Portal, the Business Registration Office has not received the registration documents. After signing the dissolution of the enterprise and the related parties' objections in writing, the Business Registration Office changes the legal status of the enterprise in the National Business Registration Database to the dissolved state. If possible, send information on the dissolution of the enterprise to the tax authority, and at the same time issue a notice of the dissolution of the enterprise within 03 working days from the date of expiration of the above-mentioned time limit.
Article 72. Termination of operation of branches, representative offices and business locations
1. Before announcing the termination of operation of a branch, representative office or business location, an enterprise, branch or representative office must register with the tax authority to fulfill its tax payment obligation as prescribed. of tax law.
2. Within 10 days from the date of decision to terminate the operation of a branch, representative office or business location, the enterprise shall send a Notice of termination of operation of the branch, representative office or location. business to the Business Registration Office where the branch, representative office or business location is located. In case of termination of operation of a branch or representative office, the notice must be enclosed with a resolution, decision and a copy of the meeting minutes of the Members' Council, for limited liability companies with two or more members. partnerships, of the Board of Directors, for joint-stock companies; resolution, decision of the company owner, for a single-member limited liability company, on the termination of the branch or representative office operation.
3. After receiving the application for termination of operation of the branch, representative office or business location, the Business Registration Office shall send information about the termination of the branch, representative office or business location. for the Tax Authority. Within 02 working days from the date of receipt of information from the Business Registration Office, the tax authority shall send comments on the fulfillment of the tax payment obligation of the branch, representative office or business location to the Business Registration Office. Business Registration. Within 05 working days from the date of receipt of the application for termination of operation of the branch, representative office or business location, the Business Registration Office shall terminate the operation of the branch, representative office, If the business location is not in the National Database of Business Registration, if it does not receive a refusal from the Tax Authority, and at the same time issue a notice of the termination of the branch, representative office, or location. business.
4. The termination of operation of a branch or representative office of an enterprise in a foreign country shall comply with the laws of that country. Within 30 days from the date of official termination of operation of the overseas branch or representative office, the enterprise shall send a written notice of the termination of operation of the branch or representative office in the foreign country. from abroad to the Business Registration Office where the enterprise's head office is located. The Business Registration Office updates the enterprise's information in the National Business Registration Database within 03 working days from the date of receipt of the notice.
Article 73. Termination of existence of divided company, consolidated company, merged company
1. After the company is divided, the consolidating company, the company receiving the merger is granted an enterprise registration, the divided, consolidated, merged company changes to the divided or merged legal status. First, merged. The Business Registration Office where the company is divided, consolidated, or merged is headquartered to send information to the tax authority. The tax authority is responsible for sending information to the Business Registration Office about the completion of the tax settlement and transfer of tax obligations by the enterprise.
2. Within 01 working day from the date of receipt of information from the tax authority about the divided company, the consolidated company, the merged company complete the finalization and transfer of tax obligations, The Business Registration Office where the divided company, the consolidated company or the merged company is headquartered shall update the legal status of these companies in the National Database of Registration. enterprise to the state of cessation of existence according to the process on the National Information System on Business Registration.
3. The Business Registration Office shall terminate the existence of branches, representative offices and business locations of the divided company, the consolidated company or the merged company before terminating the existence of the company. these companies in the National Database on Business Registration according to the process on the National Information System on Business Registration.
4. In case after the merger of enterprises, the enterprise registration information of the merging company does not change, within 10 working days from the date of completion of the merger, the merging company shall send a written notice to the Business Registration Office where the merged company is headquartered to terminate the existence of the merged company. The notice must be enclosed with the papers specified at Points a and b, Clause 2, Article 61 of this Decree.
5. In case the company is divided, the company being consolidated, the company being merged has its head office located outside the province or centrally run city where the head office of the divided company or consolidated company is located. , the company receiving the merger, the Business Registration Office where the company is divided, the consolidated company, the merging company send information to the Business Registration Office where the head office of the divided company is located. be consolidated, the merged company will cease to exist for these companies in the National Database on Business Registration according to the process on the National Information System on Business Registration.
Article 74. Determination of contents declared in the enterprise registration dossier to be forged
1. In case there are grounds to determine that the information declared in the enterprise registration dossier is forged, the organization or individual has the right to request the Business Registration Office to revoke the enterprise registration certificate and shall be responsible for providing the Business Registration Office with one of the necessary documents as prescribed in Clause 2 of this Article.
2. A document identifying the contents declared in the enterprise registration application as forgery includes:
a) A copy of the document issued by a state agency competent to issue a written response to a document issued by that agency is forged;
b) A copy of the police agency's written reply that the information declared in the enterprise registration dossier is forged.
3. In case it is necessary to determine that the contents declared in the enterprise registration dossier are forged to serve as a basis for revocation of the Certificate of Business registration as prescribed at Point a, Clause 1, Article 212 of the Law on Enterprises, the Registration Office business registration shall send a document enclosed with the enterprise registration dossier to the agency specified at Points a and b, Clause 2 of this Article. The agencies are responsible for replying in writing about the determination results at the request of the Business Registration Office within 30 days from the date of receiving the written request. Based on the conclusions of the above agencies, the Business Registration Office shall revoke the Certificate of Business Registration according to the order and procedures specified in Clause 1, Article 75 of this Decree if the information declared in the application for registration of the enterprise shall be revoked. Business registration is fake.
Article 75. Order and procedures for revocation of the Certificate of Business Registration
1. In case the information declared in the enterprise registration dossier is forged
a) In case the information declared in the application for registration of new establishment of an enterprise is forged, the Business Registration Office shall issue a notice of the violation by the enterprise and concurrently issue a decision to revoke the Certificate of Business Registration. enterprise;
b) In case the application for registration of change of enterprise registration information, the notice of change of business registration information is forged, the Business Registration Office shall issue a notice of the violation by the enterprise and issue a decision The decision to cancel the changes in the business registration contents is made on the basis of forged information and to issue the Certificate of Business Registration, the Certificate of the change in the contents of the enterprise registration on the basis of the most recent previous valid record. The Business Registration Office requires the enterprise to re-do the application in order to be considered for the issuance of the Certificate of Business Registration, the Certification of the change of business registration contents. Enterprises can combine legal changes of registrations and notices of changes later in a set of documents to be granted a new registration of changes;
c) The Business Registration Office shall notify the competent state agency of the act of declaring an enterprise registration dossier as forged for consideration and handling in accordance with law.
2. In case a registered enterprise has individuals or organizations that are prohibited from establishing an enterprise according to the provisions of Clause 2, Article 17 of the Law on Enterprises
a) For a private enterprise or a single-member limited liability company owned by an individual: the Business Registration Office where the enterprise has registered shall issue a notice of violations and concurrently issue a decision on violations. revoke the Certificate of Business Registration;
b) For limited liability companies with two or more members, single-member limited liability companies owned by organizations, joint-stock companies and partnerships: Business Registration Office where the business is located. The registered enterprise shall issue a written notice requesting the enterprise to change its members or shareholders who are not entitled to establish an enterprise within 30 days from the date of notification. Past the aforesaid time limit, if the enterprise fails to register to change its members or shareholders, the Business Registration Office shall issue a notice of violations and issue a decision to revoke the Certificate of Business Registration.
3. In case an enterprise ceases business operations for 01 year without notifying the business registration authority and the tax authority, the business registration office shall notify in writing of the violation and request its representative. according to the law of the enterprise to the office of the Department for explanation. After 10 working days from the end of the appointment period in the notice, if the requested person does not come or the explanation is not approved, the Business Registration Office shall issue a decision to revoke the Certificate of Business Registration. Karma.
4. If the enterprise fails to submit the report as prescribed at Point c, Clause 1, Article 216 of the Law on Enterprises, within 10 working days from the end of the time limit specified at Point d, Clause 1, Article 212 of the Law on Enterprises , the Business Registration Office sends a written notice of the violation and requests the legal representative of the enterprise to come to the office of the Division for an explanation. After 10 working days from the end of the appointment period in the notice, if the requested person does not come or the explanation is not approved, the Business Registration Office shall issue a decision to revoke the Certificate of Business Registration. Karma.
5. In case the Court decides to revoke the Certificate of Business Registration, the Business Registration Office shall issue a decision to revoke the Certificate of Business Registration on the basis of the Court's decision within 03 working days. from the date the Business Registration Office receives the Court's decision.
6. In case the Business Registration Office receives a written request for revocation of the Business Registration Certificate from a competent state agency in accordance with law, the Business Registration Office shall revoke the Certificate of Business Registration. register an enterprise according to the order and procedures specified in Clause 3 of this Article.
7. The Business Registration Office is responsible for coordinating with the relevant state management agencies in considering the explanations specified in Clauses 3 and 4 of this Article.
8. After receiving the decision on revocation of the enterprise registration certificate, the enterprise shall carry out the dissolution procedures as prescribed in Article 209 of the Law on Enterprises, unless the enterprise has its business registration certificate revoked. to take coercive measures at the request of the tax administration agency.
9. Information on the revocation of the enterprise registration certificate must be entered into the national enterprise registration information system and sent to the tax authority within 01 working day from the date of issuance of the decision on collection. Return the Certificate of Business Registration.
10. Within 02 working days from the date of issue of notice of violations of the enterprise in the case of revocation of the enterprise registration certificate or issue of a decision to revoke the enterprise registration certificate, the Registration Office The business registration office shall send the above notice and decision to the head office address of the enterprise and post information on the National Business Registration Portal.
11. An enterprise operating under an Investment License, an Investment Certificate (also a Business Registration Certificate) or papers of equivalent legal validity has its business registration contents revoked in the cases specified in Clause 1, Article 212 of the Law on Enterprises. The order and procedures for recall comply with Clauses 1, 2, 3, 4, 5 and 6 of this Article. The Business Registration Office issues a decision to revoke business registration contents without revoking the Investment License, Investment Certificate (also the Business Registration Certificate) or other valid documents. equivalent reason. The handling of investment project contents on the Investment License, Investment Certificate (also the Business Registration Certificate) or equivalent documents shall comply with the provisions of law. investment law.
The Business Registration Office shall send the decision on withdrawal to the Investment Registration Authority for coordination in the state management of the enterprise.
Article 76. Restoration of the legal status of an enterprise after the enterprise registration certificate is revoked
1. The Business Registration Office shall issue a decision to cancel the decision to revoke the Certificate of Business Registration and at the same time restore the legal status of the enterprise on the National Information System on Business Registration in the following cases: The following:
a) The Business Registration Office determines that the enterprise is not subject to revocation of the Certificate of Business Registration;
b) The Business Registration Office receives a document from the tax administration agency requesting to restore the enterprise's legal status after the enterprise registration certificate is revoked due to coercion of tax debt in case the enterprise has not yet turned into a dissolved legal status in the National Database of Business Registrations.
2. The Business Registration Office is responsible for the decision to cancel the decision on revocation of the Certificate of Business Registration and the restoration of the legal status of the enterprise in the National Business Registration Database. .
3. Within 01 working day from the date of issuance of the decision to cancel the decision on revocation of the Certificate of Business Registration, the Business Registration Office shall send the above decision to the address of the head office of the enterprise. Timely send information about the cancellation of the decision to revoke the Certificate of Business Registration and restore the legal status of the enterprise to the Tax Authority, and post the decision on the National Business Registration Portal.
Article 77. Revocation of branch or representative office operation registration certificate
1. A branch or representative office shall have its certificate of branch or representative office operation registration revoked in the following cases:
a) The information declared in the application for registration of branch or representative office operation is forged;
b) The branch or representative office stops operating for 01 year without notifying the Business Registration Office and the tax authority;
c) According to the decision of the Court, the proposal of the competent agency in accordance with the provisions of the law.
2. In case the information declared in the application for registration of establishment of a new branch or representative office is forged, the Business Registration Office shall issue a notice of the enterprise's violation and issue a decision to revoke the Certificate. Certificate of operation registration of branches and representative offices.
In case the application for registration of changes in the registered contents of a branch or representative office is forged, the Business Registration Office shall issue a notice of the violation by the enterprise and issue a decision to cancel the changes in the contents of the branch or representative office. The registration for branch and representative office operations is done on the basis of fake information and the issuance of a Certificate of operation registration of a branch or representative office, a Certificate of change in registered contents. sign the operation of the branch or representative office on the basis of the most recent valid dossier, and at the same time notify the competent agency for consideration and handling in accordance with law. The Business Registration Office shall request the enterprise to re-do the application file to be considered for issuance of the Certificate of operation registration of the branch or representative office, the Certificate of the change in contents of the branch or office registration. representative room. Enterprises can combine legal change contents of subsequent registrations and change notices in one set of documents to be granted a new registration of changes.
3. In case a branch or representative office stops operating for 01 year without notice, the Business Registration Office shall notify in writing of the violation and request the enterprise's legal representative to come to the head office. Department of the Department to explain. After 10 working days from the end of the appointment period in the notice, if the requested person does not come or the explanation is not approved, the Business Registration Office shall issue a decision to revoke the Certificate of Business Registration. branches, representative offices.
4. In case the Court decides to revoke the Certificate of operation registration of a branch or representative office, the Business Registration Office shall issue a decision to revoke the Certificate of operation registration of the branch or representative office on basis of the Court's decision.
5. In case the Business Registration Office receives a written request for revocation of the operation registration certificate of a branch or representative office from a competent state agency as prescribed by law, within 10 days working from the date of receiving the written request for revocation, the Business Registration Office shall revoke the Certificate of operation registration of the branch or representative office according to the order and procedures specified in Clause 3 of this Article. .
6. Branches, representative offices operating under the Investment License, Investment Certificate (also the Business Registration Certificate) or equivalent legal documents, Certificate of Registration operation registration of a branch or representative office issued by the Investment Registration Authority, the operation registration contents shall be revoked in the cases specified in Clause 1 of this Article. The order and procedures for recall comply with Clauses 2, 3, 4 and 5 of this Article. The Business Registration Office issues a decision to revoke business registration contents without revoking the Investment License, Investment Certificate (also the Business Registration Certificate) or other valid documents. equivalent management, Certificate of operation registration of branch or representative office, issued by the Investment Registration Authority. The handling of investment project contents on the Investment License, Investment Certificate (also the Business Registration Certificate) or equivalent documents shall comply with the provisions of law. investment law.
The Business Registration Office shall send the withdrawal decision to the Investment Registration Authority for coordination in state management.
7. Within 02 working days from the date of issue of notice of violations of the branch or representative office in the case of revocation of the Certificate of operation registration of the branch or representative office, the decision on collection When returning the certificate of operation registration of a branch or representative office, the Business Registration Office shall send the above notice and decision to the address of the head office of the enterprise and post information on the National Portal on business registration.
8. Information on the revocation of the Certificate of operation registration of a branch or representative office must be entered into the National Information System on Business Registration and sent to the Tax Authority within 01 working day. from the date of issuing the decision to revoke the certificate of branch or representative office operation registration.
9. The Business Registration Office shall issue a decision to cancel the decision to revoke and restore the Certificate of operation registration of a branch or representative office in the following cases:
a) The Business Registration Office determines that the branch or representative office is not subject to revocation of the Certificate of operation registration of the branch or representative office;
b) The Business Registration Office receives a document from the tax administration agency requesting cancellation of the decision to revoke and restore the operation registration certificate of the branch or representative office after the certificate is revoked. receive registration of branch and representative office operations due to coercive tax debt.
The Business Registration Office is responsible for deciding to cancel the decision to revoke and restore the operation registration certificate of the branch or representative office. Within 01 working day from the date of issuance of the decision to cancel the decision on revocation and restoration of the Certificate of operation registration of the branch or representative office, the Business Registration Office shall send the above decision to the following address: indicating the head office of the enterprise, posting the decision on the National Business Registration Portal, and sending information on the cancellation of the decision on revocation and reinstatement of the branch operation registration certificate , the representative office of the Tax Authority.
10. Enterprises must carry out procedures for terminating the operation of branches or representative offices within 15 days from the date of issuance of decisions to revoke the Certificate of operation registration of branches or representative offices, except for the following cases: In case a branch or representative office has its certificate of operation registration revoked due to coercive tax arrears.
Article 78. Procedures for posting the Court's decision to open bankruptcy procedures and the decision to declare an enterprise bankrupt
1. Within 03 working days from the date of receiving the Court's decision to open bankruptcy proceedings, the Business Registration Office shall post the decision on the National Portal on business registration, change of legal status management of enterprises in the National Database on Business Registration to the status of being in bankruptcy proceedings.
2. Within 03 working days from the date of receipt of the Court's decision declaring the enterprise bankrupt, the Business Registration Office shall post the decision on the National Business Registration Portal and change its status. legal status of enterprises in the National Database of Business Registration to the state of bankruptcy.
Chapter VIII
HOUSEHOLD OF BUSINESS AND HOUSEHOLD BUSINESS REGISTRATION
Article 79. Household business
1. A business household is registered and established by an individual or members of the household and is responsible with all his/her assets for the household's business activities. In case household members register business households, they shall authorize one member to act as the business household representative. Individuals registering business households, the person authorized by household members to act as the business household representative is the owner of the business household.
2. Households engaged in agriculture, forestry, fishery, salt production, and those selling street goods, snacks, trips, mobile businesses, seasonal businesses, and service workers with low incomes are not required to register. business households, except for business in conditional business lines. The People's Committees of the provinces and centrally-run cities shall stipulate the low-income levels applicable in the locality.
Article 80. The right to establish a business household and the obligation to register a business household
1. Individuals and household members who are Vietnamese citizens with full civil act capacity as prescribed by the Civil Code have the right to establish business households as prescribed in this Chapter, except for the following cases: The following:
a) Minors, persons with limited civil act capacity; persons who have lost their civil act capacity; people with difficulties in cognition and behavior control;
b) The person is being examined for penal liability, is detained, is serving a prison sentence, is serving an administrative handling measure at a compulsory detoxification establishment, a compulsory education institution or is being prosecuted by a court. ban from holding certain posts, practicing certain professions or doing certain jobs;
c) Other cases as prescribed by relevant laws.
2. Individuals and household members specified in Clause 1 of this Article may only register one business household nationwide and have the right to contribute capital, purchase shares, and purchase capital contributions in the enterprise in the capacity individual.
3. An individual or member of a household registering a business may not concurrently be the owner of a private business or a general partner of a partnership, unless otherwise agreed by the remaining general partners. .
Article 81. Rights and obligations of business household heads and household members participating in business household registration
1. The owner of the business household shall perform the tax obligations, financial obligations and business activities of the business household in accordance with law.
2. The owner of the business household represents the business household as a requester for settlement of civil matters, plaintiff, defendant, person with related interests and obligations before Arbitration, Court and other rights and obligations. other services as prescribed by law.
3. The owner of the business household may hire another person to manage and administer the business activities of the business household. In this case, the head of the business household and the household members participating in the business household registration are still responsible for debts and other property obligations arising from the business activities.
4. The owner of the business household and members of the household participating in business household registration are responsible for the business activities of the business household.
5. Other rights and obligations as prescribed by law.
Article 82. Business household registration certificate
1. Business household registration certificates are granted to business households established and operating under the provisions of this Decree. A business household shall be granted a business household registration certificate when it fully meets the following conditions:
a) The registered business lines are not banned from business investment;
b) The name of the business household is set according to the provisions of Article 88 of this Decree;
c) Having a valid business household registration dossier;
d) Fully pay the business household registration fee as prescribed.
2. A business household registration certificate is issued on the basis of information in the business household registration file, which is self-declared and self-responsible by the founder of the business household.
3. The information on the business household registration certificate is valid from the date of issuance of the business household registration certificate and the business household has the right to conduct business from the date of issuance of the certificate business household registration, except for conditional business lines. In case a business household registers its business start date after the date of issuance of the business household registration certificate, the business household is entitled to conduct business from the date of registration, except for the case of conducting business in the same line of business. conditional business investment.
4. Business households can receive the Certificate of household business registration directly at the district-level business registration office or register and pay a fee to receive it by post.
5. Business households have the right to request the business registration office of the district to issue a copy of the Certificate of business household registration and pay fees as prescribed.
Article 83. Business household registration number
1. The business registration authority of the district shall write the business household registration number on the business household registration certificate according to the following structure:
a) Provincial code: 02 numeric characters;
b) District code: 01 character in Vietnamese letters;
c) Type code: 01 character, 8 = business household;
d) Household business number: 06 numeric characters, from 000001 to 999999.
2. Newly established districts, towns and provincial cities after the effective date of this Decree may insert the next code, in the order of the Vietnamese alphabet.
3. In case of separation of a district, town or provincial city after the effective date of this Decree, the separated unit will keep the old letter code and the separated unit may insert the next code, in the order of Vietnamese alphabet.
4. The Department of Planning and Investment shall notify in writing the Ministry of Planning and Investment the new code of the newly established or separated district at the district level.
Article 84. Principles of application in business household registration
1. Business households, the founders of business households shall self-declare the business household registration dossiers and take responsibility before law for the legality, truthfulness and accuracy of the information declared in the registration dossiers. household business.
2. The district-level business registration agency is responsible for the validity of the business household registration file, and is not responsible for violations of the law by the founder of the business household or business household.
3. District-level business registration offices do not settle disputes between individuals in business households or with other organizations or individuals.
4. The owner of a business household may authorize another organization or individual to carry out the procedures for business household registration as prescribed in Article 12 of this Decree.
Article 85. Number of business household registration documents
1. The person who establishes a business household or a business household shall submit 01 set of documents at the district-level business registration office when carrying out the procedures for business household registration.
2. The district-level business registration authority may not require the founder of a business household or business household to submit additional documents or papers other than those in the business household registration dossier as prescribed.
Article 86. Business location of household business
1. Business location of a business household is the place where the business household conducts business activities.
2. A business household may conduct business at many locations, but must select one location to register its head office and notify the tax administration agency or market management agency of the place to conduct business. business activities for the remaining business locations.
Article 87. Business household registration
1. Business household registration is carried out at the business registration office of the district where the business household is located.
2. A business household registration dossier includes:
a) An application for business household registration;
b) Legal documents of the individual, for the owner of the business household, the household member registering the business household in case the household members register the business household;
c) A copy of the minutes of the meeting of household members on the establishment of the business household in case members of the household register as a business household;
d) A copy of the household member's written authorization for one member to be the head of the household, in case the household members register as a household business.
3. Upon receipt of the application, the business registration authority of the district shall hand over the receipt and grant the business household registration certificate to the business household within 03 working days from the date of receipt of the valid application.
In case the application is invalid, within 03 working days from the date of receipt of the application, the business registration authority of the district must notify in writing the applicant or the person establishing the business household. The notice must clearly state the reason and the request to amend and supplement the dossier (if any).
4. If, after 03 working days from the date of submission of the business household registration application, the certificate of business household registration is not received or the notice of request for modification or supplementation of the business household registration document is not received. If a business is established, the founder of the business household or business household has the right to make complaints and denunciations according to the provisions of the law on complaints and denunciations.
5. Periodically on the first working week of each month, the business registration office of the district shall send the list of business households registered in the previous month to the tax authority of the same level, the business registration office and the specialized management agency. provincial sector.
Article 88. Naming of business households
1. Household business has its own name. The name of a business household consists of two elements in the following order:
a) The phrase "Household business";
b) Personal name of the business household.
Proper names are written with the letters of the Vietnamese alphabet, the letters F, J, Z, W, possibly accompanied by numbers and symbols.
2. Do not use words or symbols that violate the historical, cultural, ethical and fine traditions of the nation to name a business household.
3. Business households are not allowed to use the terms "company", "enterprise" to name the business household.
4. The proper name of a business household must not coincide with the proper name of a registered business household within the district.
Article 89. Business lines of business households
1. When registering for establishment, registering for change in business household registration information, the business household must write business lines on the application for business household registration, and the notice of changes in business household registration information. . The business registration authority of the district shall record information about business lines on the Certificate of Business Household Registration.
2. Business households are entitled to conduct conditional business lines from the time they fully meet the conditions prescribed by law and must ensure that they are satisfied throughout the course of operation. The state management of business lines subject to conditional investment and inspection of business households' compliance with business conditions falls under the competence of specialized agencies in accordance with specialized laws.
3. In case the business registration office of the district receives a document from a competent authority that the business household conducts business in a conditional business line or line of business, but does not fully satisfy the conditions prescribed by this Law. According to the law, the business registration authority of the district shall issue a notice requesting the business household to suspend its conditional business lines and investment lines, and at the same time notify the competent state agency for handling in accordance with the law. provisions of law.
Article 90. Registration of changes to business household registration contents
1. The owner of the business household is responsible for registering the change in the contents of the Certificate of business household registration with the business registration authority within 10 days from the date of the change.
2. When changing the contents of business household registration, except for the cases specified in Clauses 3 and 4 of this Article, the business household shall send a dossier of notification of changes in business household registration to the Registration Authority. district-level business where registered. The application includes the following documents:
a) Notice of change in business household registration, signed by the head of the business household;
b) A copy of the minutes of the meeting of household members on the registration of changes in business household registration, in case the household members register as a business household.
3. In case of change of head of business household, the business household shall send a notification of changes in business household registration to the district-level business registration office where it has registered. The application includes the following documents:
a) Notice of change of business household head, signed by the old business household head and new business household head, or signed by the new business household head in case of change of business household head due to inheritance;
b) The sale and purchase contract or documents proving the completion of the purchase and sale in the case of a business household sale; donation contract in case of donation to business households; a copy of the document certifying the legal inheritance of the heir in case of change of business household head due to inheritance;
c) A copy of the minutes of the meeting of household members on the change of the head of the business household, in case members of the household register as a business household;
d) A copy of the household member's written authorization for one member to be the head of the household, in case the household members register as a household business.
After selling, giving as a gift or inheriting the business household, the business household is still responsible for the debts and other property obligations of the business household arising in the period prior to the date of transfer of the business household, except for the following cases: If the business household contract, the buyer, the giftee, the heir and the creditor of the business household have other agreements.
4. In case a business household moves its head office address to a district, town, town or city in another province where the business household has registered, the business household shall send a dossier of notice of change of address to the registration authority. district-level business where the new head office is planned. The application must contain copies of the following documents:
a) Notice of change in business household registration, signed by the head of the business household;
b) A copy of the minutes of meeting of household members on registration of change of head office address, in case household members register as a business household;
c) A copy of the individual's legal papers, for the head of the business household, or for a household member registering a business household, in case the household members register as a business household.
5. Upon receipt of the application, the business registration authority of the district shall hand over the receipt and grant the business household registration certificate to the household business within 03 working days from the date of receipt of the valid application. . In case the application is invalid, the business registration authority of the district shall clearly notify the business household of the contents that need to be amended and supplemented within 03 working days from the date of receipt of the application.
Within 03 working days from the date of issuance of the certificate of business household registration, in case the business household registers to change its head office address, the business registration authority of the district where the business household is located must notify the business registration office where the business household was previously registered.
6. When a new business household registration certificate is issued, in case of registration of changes in business household registration contents, the business household must re-submit the old business household registration certificate.
Article 91. Suspension of business, resumption of business before the time limit notified by the business household
1. In case of business suspension for 30 days or more, the business household must notify the business registration office of the district where it has registered its business and the tax authority directly managing it.
2. In case a business household suspends or resumes business before the notified deadline, the business household shall send a written notice to the business registration office of the district where the business household has registered at least. 03 working days before suspending business or resuming business before the announced deadline. The notice must be enclosed with a copy of the minutes of the meeting of household members on the registration of business suspension or resumption of business before the notified time limit, in case household members register as a household business. . After receiving the notice, the business registration authority of the district shall hand over the receipt to the business household. Within 03 working days from the day on which the valid application is received, the business registration authority of the district shall issue a certificate of the business household's registration of business suspension, a certificate of the business household registration. sign to resume business before the deadline notified to the business household.
Article 92. Termination of household business activities
1. When terminating business activities, business households must send notices of business household termination to the district-level business registration offices where they have registered. The notice must be accompanied by the following documents:
a) The tax authority's notice of the invalidation of the tax identification number;
b) A copy of the minutes of the meeting of household members on the termination of business household activities, in case the household members register as business households;
c) The original certificate of business household registration.
2. Business households are responsible for paying all debts, including tax debts and unrealized financial obligations before submitting dossiers for business household termination, except for business households and creditors. otherwise agreed. The business registration authority of the district considers the validity of the application and issues a notice of termination of the business household's operation to the business household.
Article 93. Revocation of business household registration certificate
1. Business household registration certificate shall be revoked in the following cases:
a) The information declared in the business household registration dossier is forged;
b) Stopping business activities for more than 06 consecutive months without notifying the business registration office of the district where it is registered and the tax office;
c) Doing business in prohibited lines;
d) Household business established by persons not authorized to establish business households;
dd) The business household fails to send the report as prescribed in Clause 6, Article 16 of this Decree to the district-level business registration office within 03 months from the deadline for submitting the report or makes a written request;
e) In other cases according to the court's decision or the request of the competent agency as prescribed by law.
2. If the information declared in the application for registration of the establishment of a business household is forged, the business registration authority of the district shall issue a notice of the violation of the business household and issue a decision to revoke the Certificate. get business registration.
In case the application for registration of changes in business household registration information is forged, the district-level business registration agency shall issue a notice of violation by the business household and cancel the changes in the registered contents. household business is carried out on the basis of fake information and issues a business household registration certificate on the basis of the most recent valid dossier, and at the same time notify the competent authority for consideration, handled in accordance with the law. The business registration authority of the district shall request the business household to re-do the application file in order to be considered for the grant of a business household registration certificate. Business households can combine legal changes of subsequent registrations in one set of documents to be granted a new registration of changes.
3. In case a business household stops operating its business for more than 06 consecutive months without notifying the business registration office of the district where it is registered or failing to send a report as prescribed at Point dd, Clause 1 of this Article, the The district-level business registration office shall notify in writing the violation and request the business household owner to report it to the district-level business registration office for explanation. After 10 working days from the end of the time limit stated in the notice, if the requested person does not come or the explanation is not approved, the business registration office of the district shall issue a decision to revoke the Certificate of registration of the applicant. business registration. The district-level business registration agency is responsible for coordinating with relevant state management agencies in reviewing the business household's explanation.
4. In case a household does business in a prohibited line, the business registration authority of the district shall issue a notice of the violation and issue a decision to revoke the Certificate of business household registration.
5. In case a business household is established by people who are not entitled to establish a business household, then:
a) If a business household is established by an individual and that individual is not entitled to establish a business household, the business registration authority of the district shall issue a notice of the violation and issue a decision to revoke the business household registration certificate. receive business household registration;
b) If the business household is established by a household member and has a member who is not entitled to establish a business household, the district-level business registration office shall issue a notice requesting the business household to register the change of such individual. within 15 working days from the date of notification. If after the above time limit, the business household fails to register the change, the business registration authority of the district shall issue a notice of the violation and issue a decision to revoke the certificate of business household registration.
6. In case the Court decides to revoke the Certificate of business household registration, the business registration authority of the district shall issue a decision to revoke the Certificate of business household registration on the basis of the Court's decision within a period of time. within 03 working days from the date of receipt of the Court's decision.
7. In case the district-level business registration agency receives a written request for revocation of the business household registration certificate from a competent state agency in accordance with law, within 10 days from the date on which the business household registration certificate is revoked. Upon receipt of a written request for revocation of the business household registration certificate, the district-level business registration agency shall revoke the business household registration certificate according to the order and procedures specified in Clause 3 of this Article. .
8. After a decision on revocation of the Certificate of Business household registration is issued, the business household must carry out the procedures for terminating its operation according to the provisions of Article 92 of this Decree, unless the business household has the Certificate of business household revoked. certificate of business household registration to take measures to enforce tax debt at the request of the tax administration agency.
9. In case the business registration authority of the district receives a document from the tax administration agency requesting cancellation of the decision on revocation and restoration of the business household registration certificate after the business household is revoked Business household registration certificate due to tax debt enforcement, the business registration authority of the district shall issue a decision to cancel the decision to revoke and restore the business household registration certificate to the business household within the time limit. 03 working days from the date of receiving the written request.
Article 94. Re-issuance of business household registration certificates
1. In case the business household registration certificate is lost, burned, torn, torn or otherwise destroyed, the business household may send a written request for re-issuance of the business household registration certificate to The business registration office of the district where the business household is located. The business registration authority of the district shall consider and re-issue the Certificate of business household registration within 03 working days from the date of receipt of the written request.
2. The handling of cases where the business household registration certificate is not issued in accordance with the prescribed dossiers, order and procedures shall comply with the following provisions:
a) If the business household registration certificate is not issued according to the prescribed order and procedures, the business registration authority of the district shall send a notice to the business household and re-issue the certificate in accordance with regulations. regulations on order and procedures;
b) In case the business household registration certificate is not issued according to the prescribed dossier, the district-level business registration office shall notify the business household registration certificate that it has been issued with the wrong dossier as prescribed. In effect, request the business household to complete and submit a valid dossier as prescribed within 30 days from the date of sending the notice to be considered for issuance of a business household registration certificate. Business households can combine legal changes of subsequent registrations in one set of documents to be granted a new registration of changes;
c) In case the grant of registration for change of business household registration information is not in accordance with the prescribed application, the business registration authority of the district shall notify the certificate of business household registration issued on the basis of the invalid application. in accordance with regulations is invalid, and at the same time, granting a business household registration certificate on the basis of the most recent valid dossier. The business registration authority of the district shall send a notice requesting the business household to complete and submit a valid dossier as prescribed within 30 days from the date of sending the notice to be considered for issuance of the Certificate of household business registration. business. Business households can combine legal changes of subsequent registrations in one set of documents to be granted a new registration of changes.
3. The handling of cases where the business household registration certificate issued on the basis of information declared in the business household registration dossier is untruthful or inaccurate shall be handled in accordance with the following provisions: :
a) In case the information declared in the application for registration of establishment of a business household is dishonest or inaccurate, the business registration authority of the district shall notify the competent state agency for handling according to regulations. provisions of the law, and at the same time notify the business household registration certificate issued on the basis of the registration dossier containing untruthful or inaccurate information, which is invalid, request the business household to complete amend and resubmit the application file as prescribed within 30 days from the date of sending the notice to be considered for issuance of a business household registration certificate. Business households can combine legal changes of subsequent registrations in one set of documents to be granted a new registration of changes.
In case the business household fails to complete and resubmit the application as prescribed, the business registration authority of the district shall request the business household to report in accordance with the provisions of Clause 6, Article 16 of this Decree;
b) In case the information declared in the application for registration of changes in business household registration is untrue or inaccurate, the district-level business registration agency shall notify the competent state agency for approval. handle in accordance with the provisions of law, and at the same time notify the business household registration certificate issued on the basis of the registration dossier containing dishonest and inaccurate information to be invalid, and perform the following actions: issue a Business Household Registration Certificate on the basis of the most recent valid application. The business registration authority of the district shall notify and request the business household to complete and return the dossier as prescribed within 30 days from the date of sending the notice to be considered for issuance of a business household registration certificate. Business households can combine legal changes of registrations and notices of changes later in one set of documents to be granted a new registration of changes.
4. In case a business household is granted a new business household registration certificate, the previous business household registration certificate is no longer valid.
Chapter IX
TERMS ENFORCEMENT
Article 95. Handling of violations and commendation
1. Officials and civil servants requesting enterprise founders and business households to submit additional documents, set additional procedures and conditions for business and household registration contrary to this Decree; Those who commit acts of causing difficulties or troubles to organizations and individuals while handling the registration of enterprises and business households, and in checking the contents of business and household registration shall be handled according to regulations. provisions of the law.
2. Business registration agencies and officials in charge of business registration and business household registration for successfully completing their assigned tasks shall be rewarded according to regulations.
Article 96. Transition regulations for enterprises operating under the Certificate of Business Registration or Certificate of Business Registration and Tax Registration
Enterprises that have been granted business registration certificates or business registration and tax registration certificates may continue operating according to the content of the above certificates and are not required to carry out the procedures to change to a business registration certificate. business registration certificate. An enterprise shall be granted an enterprise registration certificate when it needs it or when it registers to change its business registration information in accordance with the following provisions:
1. In case an enterprise wishes to change the Certificate of Business Registration or the Certificate of Business Registration and Tax Registration to the Certificate of Business Registration but does not change the business registration and registration information tax, the enterprise submits an application together with the original of the business registration certificate and the original of the tax registration certificate or the original of the certificate of business registration and tax registration at the business registration office for tax registration. issue the Certificate of Business Registration.
2. In case an enterprise registers, notices change of business registration contents, suspends business, or resumes business before the announced deadline, the enterprise shall submit an application to the Business Registration Office where it is located. headquarters. The dossier consists of the corresponding papers specified in this Decree, together with the original of the business registration certificate and the original of the tax registration certificate or the original of the certificate of business registration and tax registration. The Business Registration Office considers granting business registration to an enterprise within 03 working days from the date of receipt of a valid application.
Article 97. Transition provisions for enterprises operating under an Investment License, an Investment Certificate (also a Business Registration Certificate) or equivalent documents
1. Enterprises that have been granted an Investment License or an Investment Certificate (also a Business Registration Certificate) or papers of equivalent legal validity may continue to operate according to the contents of these documents. the above-mentioned certificate and is not required to carry out the procedures for issuance and change to the Certificate of Business Registration.
2. Enterprises operating under an Investment License, an Investment Certificate (also a Business Registration Certificate) or papers of equivalent legal validity switch to operate under a Certificate of Registration enterprise in the following cases:
a) In case the enterprise wishes to change to the Certificate of Business Registration without changing the business registration contents. In this case, the enterprise submits the application to the Business Registration Office where the enterprise is headquartered. The dossier includes a written request for addition or update of business registration information; a copy of the Investment License, the Investment Certificate (also the Business Registration Certificate) or papers of equivalent legal validity; a copy of the enterprise's tax registration certificate;
b) In case an enterprise registers or announces a change in business registration information, suspends business, resumes business before the notified time limit, registers the establishment of a branch, representative office, or doing business in the same province or city directly under the Central Government where the enterprise's head office is located. In this case, the enterprise submits the application to the Business Registration Office where the enterprise's head office is located. The dossier includes the papers corresponding to the registration and notification contents specified in this Decree and the papers specified at Point a, Clause 2 of this Article;
c) In case the enterprise wishes to issue the Certificate of operation registration of the branch or representative office, the Certificate of business location registration shall replace the operation registration information on the Investment License, the Certificate of Business registration of the enterprise. Investment receipt (also the Certificate of Business Registration) or papers of equivalent legal value, Certificate of operation registration of branches or representative offices, issued by the Investment Registration Authority. does not change the contents of operation registration for branches, representative offices, business locations in the same province or city under central authority where the enterprise's head office is located. In this case, the enterprise submits the application to the Business Registration Office where the enterprise's head office is located. The dossier includes the papers specified at Point a, Clause 2 of this Article and a written request for supplement and update of information on operation registration of the branch, representative office, business location, and a copy of the registration certificate. operation registration of a branch or representative office issued by the Investment Registration Authority, in case the branch or representative office operates under this document, a copy of the tax registration certificate of the branch or representative office. area;
d) In case the enterprise registers to change the contents of operation registration, suspends business, resumes business before the notified time limit, terminates operation of branches, representative offices, business locations Business registration on the Investment License, Investment Certificate (also the Certificate of Business Registration) or papers of equivalent legal validity, Certificate of operation registration of branches, representative offices issued by the Investment Registration Authority for branches, representative offices and business locations in the same province or city under central authority where the enterprise's head office is located. In this case, the enterprise submits the application to the Business Registration Office where the enterprise's head office is located. The dossier includes the corresponding papers specified in this Decree and the papers specified at Point c, Clause 2 of this Article.
3. In case the branch, representative office or business location is different from the province or centrally run city where the enterprise's head office is located, the enterprise must carry out the procedures for granting and renewing the certificate of business registration in The business registration office where the enterprise's head office is located as prescribed at Point a, Clause 2 of this Article, before carrying out the procedures for registration of establishment, registration for changes in contents of operation registration, business suspension, continuing resume business before the announced deadline, terminate the operation of branches, representative offices, business locations at the Business Registration Office where the branch, representative office or business location is located. In this case, the application file for registration of establishment, registration of changes in contents of operation registration, business suspension, business resumption before the notified time limit, operation termination of the branch or representative office is required. business areas and locations shall comply with the provisions of Points b, c and d, Clause 2 of this Article, which excludes the documents specified at Point a, Clause 2 of this Article.
4. In case an enterprise operating under an Investment License, an Investment Certificate (also a Business Registration Certificate) or papers of equivalent legal validity registers for dissolution, the enterprise shall not required to carry out the procedures for granting and changing the Certificate of Business Registration. The dossier for registration of dissolution in this case includes the corresponding papers specified in Clause 1, Article 210 of the Law on Enterprises and the papers specified at Point a, Clause 2 of this Article.
5. In case the Investment License, Investment Certificate (also the Certificate of Business Registration) or papers of equivalent legal validity contain information about the business location, when issuing If they change to operate under the Certificate of Business Registration, Certificate of Operation Registration of a branch or representative office, the enterprise will be granted a Certificate of Business Location Registration if required.
6. Upon receipt of the enterprise's application, the Business Registration Office shall award a receipt, consider the validity of the application, and issue the Certificate of Business Registration, the Certificate of Operation Registration of the branch or office. representative office, Certificate of business location registration, Certificate of change of business registration information and other certifications according to the corresponding provisions of this Decree.
Article 98. Transitional provisions for securities companies, securities investment fund management companies, branches of foreign securities companies and branches of foreign fund management companies in Vietnam which are registered for establishment and operate under the License for establishment and operation of securities business
Within 02 years from January 01, 01, securities companies, securities investment fund management companies, branches of foreign securities companies and branches of foreign fund management companies in Vietnam If the establishment and operation license has been granted by the State Securities Commission before January 2021, 01, if the provisions of Clause 01, Article 2021 of the Law on Securities are satisfied, the enterprise registration, branch operation registration shall be carried out. at the Business Registration Office where the company's head office or branch is located. A dossier includes a written request for supplementation or update of business registration information or a written request for supplementation or update of branch operation registration information; copy of establishment and operation license and copy of tax registration certificate.
Article 99. Transitional regulations for business households established by households or groups of individuals
1. Business households established by households or groups of individuals that have been granted business household registration certificates before the effective date of this Decree may continue operating without being required to re-register according to regulations. specified in this Decree.
2. In case a business household is established by a group of individuals before the effective date of this Decree, it shall register for change in business household registration, notice of business suspension, and notice of business resumption before the deadline. Within the notice period, notice of termination of household business activities, the minutes of the meeting of the group of individuals participating in the household business shall be used instead of the minutes of the meeting of household members in the dossier. The above-mentioned business households only carry out the registration procedure to change members if there are members who do not continue to join the household business.
Article 100. Enforcement
1. This Decree takes effect from September 04, 01.
2. This Decree replaces Decree No. 78/2015/ND-CP dated September 14, 9 of the Government on business registration and Decree No. 2015/108/ND-CP dated August 2018, 23 of the Government. Government amending and supplementing a number of articles of Decree No. 8/2018/ND-CP dated September 78, 2015 of the Government on business registration.
Article 101. Responsible for implementing
1. The Ministry of Planning and Investment shall issue the form to be applied in enterprise registration according to the provisions of this Decree.
2. The ministers, the heads of the ministerial-level agencies, the heads of the agencies attached to the Government, the presidents of the People's Committees of the provinces and centrally-run cities and the subjects of application of the Decree are responsible for the implementation of the Decree. this Decree.
Recipients: | TM. GOVERMENT |