Nghị định 01/2021/NĐ-CP đăng ký doanh nghiệp mới nhất

THE GOVERNMENT
——-

THE SOCIALIST
REPUBLIC OF VIET NAM
Independence-Freedom-Happiness
—————–

No.: 01/2021/ND-CP

Hanoi, January 04
2021

DECREE

ON
ENTERPRISE REGISTRATION

Pursuant to the Law on Government Organization dated
June 19, 2015 and the Law on Amendments to the Law on Government Organization
and the Law on Local Government Organization dated November 22, 2019;

Pursuant to the Law on Enterprises dated June
17, 2020;

Pursuant to the Law on Investment dated June 17,
2020;

Pursuant to the Law on Tax Administration dated
June 13, 2019;

Pursuant to the Law on Credits Institutions
dated June 16, 2010;

Pursuant to the Law on Amendments to the Law on
Credit Institutions dated November 20, 2017;

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Pursuant to the Law on Science and Technology
dated June 18, 2013;

Pursuant to the Law on Enforcement of Criminal
Judgments dated June 14, 2019;

Pursuant to the Law on Bankruptcy dated June 19,
2014;

Pursuant to the Law on Electronic Transactions
dated November 29, 2005;

Pursuant to the Law on Cyberinformation Security
dated November 19, 2015;

Pursuant to the Cybersecurity Law dated June 12,
2018;

At the request of the Minister of Planning and
Investment;

The Government promulgates a Decree on
enterprise registration.

Chapter I

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Article 1. Scope

1. This Decree
deals with necessary documents and procedures for registration of enterprises
and household businesses, and business registration authorities.

2. Interconnected
procedures for registration of enterprises and their branches/representative
offices, declaration of personnel, issuance of codes of social insurance
participants, and application for use of invoices shall comply with the
Government’s Decree on cooperation and interconnected procedures for
registration of enterprises and their branches/representative offices,
declaration of personnel, issuance of codes of social insurance participants,
and application for use of invoices.

Article 2. Regulated entities

1. Any Vietnamese
and foreign organizations and individuals (hereinafter referred to as
“entities”) applying for enterprise registration under the law of Vietnam.

2. Individuals,
members of households applying for registration of household businesses under
this Decree.

3. Business
registration authorities.

4. Tax
authorities.

5. Other entities
involved in registration of enterprises and household businesses.

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For the purposes of this Decree, the terms below
are construed as follows:

1. “enterprise
registration” means the registration by the enterprise’s founder of information
about the enterprise to be established or the enterprise’s registration of
changes in information about enterprise registration with the business
registration authority, which is retained on the National Enterprise
Registration Database. The enterprise
registration includes registration of enterprise establishment, registration of
operation of its branch, representative office or business location, and other
registration and notification obligations under this Decree.

2. “National
Enterprise Registration Information System” prescribed in Clause 19 Article 4
of the Law on Enterprise means the system of dedicated information about enterprise
registration established and operated by the Ministry of Planning and
Investment in cooperation with relevant agencies to send, receive, store,
display, or perform other tasks serving enterprise registration.

3. “National
Enterprise Registration Database” is the collection of data about enterprise
registration nationwide. Information included
in an application for enterprise registration and about legal status of the
enterprise stored on National Enterprise Registration Database is considered
original information about the enterprise.

4. “applicant”
means the person who is competent to sign the application form for enterprise
registration or his/her authorized person to follow enterprise registration
procedures as prescribed in Article 12 hereof.

5. “document
digitalization” means the act of scanning information on papers and converting
them into electronic documents.

Article 4. Rules for enterprise
registration

1. The
enterprise’s founder or the enterprise shall complete the application for enterprise
registration and take legal responsibility for the legitimacy, truthfulness,
and accuracy of information therein and reports.

2. In case a
limited liability company or a joint-stock company has more than one legal
representative, the legal representative who follows enterprise registration
procedures must ensure and assume responsibility for performance of his/her
rights and obligations as prescribed in Clause 2 Article 12 of the Law on
enterprises.

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4. The business
registration authority does not have the responsibility to settle disputes
between members or shareholders of the company, or between them with other
entities, or between the enterprise and other entities.

5. The enterprise
is not required to append a seal on the application form for enterprise
registration, notification of changes to enterprise registration, resolutions,
decisions and minutes of meeting included in the application for enterprise
registration. Appending seal on other
documents included in the application for enterprise registration shall comply
with relevant laws.

Article 5. Rights to establish
enterprises and obligations to apply for enterprise registration

1. Establishing
enterprises is the right of every entity. This right is protected by the State.

2. The enterprise’s
founder or the enterprise has to fully and promptly fulfill the obligation to
apply for enterprise registration, disclose information about establishment and
operation of the enterprise in accordance with regulations herein and relevant
legislative documents.

3. Business
registration authorities and other agencies are prohibited to harass applicants
while receiving and processing applications for enterprise registration.

4. Ministries,
ministerial agencies, People’s Councils and People’s Committees at all levels
are not permitted to promulgate their own regulations on enterprise
registration. Regulations on enterprise
registration promulgated by Ministries, ministerial agencies, People’s Councils
and People’s Committees at all levels that are contrary to regulations herein
shall be no longer valid.

Article 6. Enterprise
registration certificate, certificate of branch/ representative office
registration, certificate of business location registration

1. Enterprise
registration certificate, certificate of branch/representative office
registration, certificate of business location registration shall be issued to
the enterprise and its branch, representative office and business location. Contents of the enterprise registration
certificate, certificate of branch/representative office registration,
certificate of business location registration shall be written according to
information included in the application for enterprise registration. The enterprise registration certificate is also the
tax registration certificate of the enterprise. The enterprise registration
certificate is not a business license.

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Article 7. Writing business
lines

1. When applying
for establishment of an enterprise, notifying changes of business lines, or
applying for the enterprise registration certificate, the enterprise’s founder
or the enterprise shall select the level-4 business lines in Vietnam Standard
Industrial Classification and write them on the application for enterprise
registration, notification of changes to enterprise registration, or
application for the enterprise registration certificate. The business registration authority shall provide instructions,
compare information, and enter the enterprise’s business lines into the
National Enterprise Registration Database.

2. Specific
level-4 business lines prescribed in Clause 1 of this Article are specified in
the Prime Minister’s decision.

3. Conditional
business lines prescribed in other legislative documents shall be written
according to such legislative documents.

4. Business lines
that are not mentioned in Vietnam Standard Industrial Classification but
prescribed in other legislative documents will be written according to such
legislative documents.

5. Business lines
that are mentioned in neither Vietnam Standard Industrial Classification nor
other legislative documents, the business registration authority shall consider
adding them to the National Enterprise Registration Database if they are not
prohibited, and then request the Ministry of Planning and Investment (General
Statistics Office of Vietnam) to consider adding them as new business lines.

6. In case an
enterprise wishes to register more detailed business lines than level 4, it
shall select a level 4 business line in Vietnam Standard Industrial
Classification, then specify the enterprise’s business lines right under the
level-4 line, provided the detailed lines are appropriate for the selected
level-4 line. In such case, the enterprise’s
business lines are the detailed lines it specified.

7. Business lines
prescribed in Clause 3 and Clause 4 of this Article shall be written in
accordance with Clause 6 of this Article, which means detailed business lines
must be written under the business lines prescribed by relevant legislative
documents.

8. Specialized
agencies are responsible for management of conditional business lines, business
lines restricted to foreign investors, and inspection of enterprises’
fulfillment of conditions in accordance with regulations of specialized laws.

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1. Each enterprise
is issued with a single enterprise ID number. This
number is also the enterprise’s taxpayer identification number (TIN) and social
insurance participant’s code.

2. The enterprise
ID number exists throughout its operation and shall not be issued to any other
entity. When an enterprise ceases to operate,
the enterprise ID number will be invalidated.

3. Enterprise ID
numbers are created, sent and received automatically by the National Enterprise
Registration Information System, tax registration information system, and
written on enterprise registration certificates.

4. Regulatory
agencies shall uniformly use enterprise ID numbers to perform state management
tasks and exchange information about enterprises.

5. ID numbers of
an enterprise’s affiliates are issued to the enterprise’s branches and
representative offices. These numbers are also
TINs of branches and representative offices.

6. ID number of a
business location is a series of 5 digits from 00001 to 99999. This number is
not TIN of the business location.

7. In case the TIN
of the enterprise, or its branch or representative office is invalidated as a
result of its commission of tax offences, this TIN must not be used in business
transactions from the day on which the TIN invalidation is announced by the tax
authority.

8. With regard to
branches and representative offices that are established before November 01,
2015 but have not had their own ID numbers, the enterprise shall directly
contact the tax authority to be issued with a 13-digit TIN, and then follow
procedures for change of the registration information at the business
registration authority as prescribed.

9. Enterprise ID
numbers of enterprises that are established and operating under the investment license
or investment certificate (also the business registration certificate) or
another document of equivalent validity, or securities trading license shall be
their TINs issued by tax authorities.

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1. Each enterprise
or its founder shall submit 01 application for enterprise registration.

2. The business
registration authority is not allowed to request the enterprise or its founder
to submit more applications or documents other than those in the application
for enterprise registration in accordance with regulations of the Law on
enterprises and those herein.

Article 10. Language used in
application for enterprise registration

1. Any documents
included in an application for enterprise registration must be made in
Vietnamese.

2. Any documents
made in foreign language must be accompanied by their notarized Vietnamese
translations.

3. If a document
is made in both Vietnamese and foreign language, the Vietnamese version shall
be submitted.

Article 11. Personal legal
documents included in application for enterprise registration

1. For a
Vietnamese citizen: unexpired citizen identity
card or ID card or Vietnamese passport.

2. For a
foreigner: unexpired foreign passport or an
equivalent document.

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The person competent to sign the application form
for enterprise registration may authorize another entity to follow enterprise
registration procedures according to the following provisions:

1. If an
individual is authorized, the application for enterprise registration must
include the letter of attorney and copies of legal documents of the authorized
individual. The notarization or certification
of the letter of attorney is not compulsory.

2. If an
organization is authorized, the application for enterprise registration must
include the copy of the service contract signed with the enterprise
registration service provider, the letter of introduction and legal documents
of the person introduced to directly follow enterprise registration procedures.

3. If a public
postal service provider is authorized, the postal worker shall submit the copy
of application receipt which is made according to the form stipulated by the
public postal service provider and bears the signatures of the postal worker
and the person competent to sign the application form for enterprise
registration.

4. If a postal
service provider that does not provide public postal services is authorized,
such authorization shall follow Clause 2 of this Article.

Article 13. Granting
enterprise registration under contingency procedures

1. Granting
enterprise registration under contingency procedures means granting enterprise
registration without using the National Enterprise Registration Information
System. Granting enterprise registration under contingency procedures shall be
employed upon the occurrence of any of the following events:

a) The National Enterprise Registration Information
System is in construction or upgradation progress;

b) The National Enterprise Registration Information
System encounters technical problems;

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Depending on the expected time of recovery of the
National Enterprise Registration Information System, except for force majeure
events, the Ministry of Planning and Investment shall give a prior notice to
business registration authorities to grant enterprise registration under
contingency procedures.

2. Cooperation
between business registration authorities and tax authorities in enterprise
registration under contingency procedures shall comply with procedures for
paper document transfer.

3. Within 15
working days from the end of contingency procedures for enterprise
registration, business registration authorities must update new enterprise
registration data on the National Enterprise Registration Database.

Chapter II

TASKS AND POWERS OF
BUSINESS REGISTRATION AUTHORITIES

Article 14. Business
registration authorities

1. Each of provinces
and central-affiliated cities (hereinafter referred to as “provincial level”)
and urban/suburban districts, district-level towns and provincial cities
(hereinafter referred to as “district level”) shall have a business
registration authority. To be specific:

a) The provincial-level business registration
authority is the Business Registration Office which is affiliated to the
provincial Department of Planning and Investment (hereinafter referred to as
“Business Registration Office”).

Each Business Registration Office may open branches
within the province to receive applications and return results;

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2. Each business
registration authority has its own account and seal.

Article 15. Tasks and powers
of Business Registration Offices

1. The Business
Registration Office shall directly receive applications for enterprise
registration, examine their validity, issue or reject to issue enterprise
registration certificates.

2. Provide
instructions for enterprises and their founders on required documents and
procedures for enterprise registration; provide instructions for district-level
business registration authorities on required documents and procedures for
registration of household businesses.

3. Cooperate in
developing, managing and operating the National Enterprise Registration
Information System; carry out data standardization and update local enterprise
registration data on the National Enterprise Registration Database.

4. Provide
information about enterprise registration on the National Enterprise
Registration Database within the province to the provincial-level People’s
Committee, provincial-level Department of Taxation, Anti-money Laundering
Department affiliated to the State Bank of Vietnam (SBV) upon its request, and
relevant agencies and entities as prescribed by law.

5. Request enterprises
to report their observance of the Law on Enterprises according to Point c
Clause 1 Article 216 of Law on Enterprises.

6. Directly carry
out inspections or request competent authorities to carry out inspections at
enterprises according to their applications for enterprise registration.

7. Carry out
inspections of district-level business registration authorities for their
performance of tasks and powers when following household business registration
procedures.

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9. Revoke
enterprise registration certificates and certificates of branch/representative
office registration in accordance with regulations of law.

10. Grant business
registration to other entities as prescribed by law.

Article 16. Tasks and powers
of district-level business registration authorities

1. Directly receive applications for household
business registration, examine their validity, issue or reject to issue
certificates of household business registration.

2. Provide
instructions for household businesses on necessary documents and procedures for
household business registration.

3. Cooperate in
developing, managing and operating the system of information about household
businesses in the district; submit periodic reports on registration of
household businesses in the district to the district-level People’s Committee,
Business Registration Office, and district-level tax authority.

4. Provide information
about household business registration within the district to the district-level
People’s Committee, district-level Department of Taxation, and relevant
agencies and entities as prescribed by law.

5. Directly carry
out inspections or request competent authorities to carry out inspections at
household businesses according to their applications for household business
registration.

6. Request
household businesses to submit reports on their observation of regulations
herein where necessary.

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8. Revoke
certificates of household business registration in accordance with regulations
of law.

9. Grant business
registration to other entities as prescribed by law.

Article 17. State management
of enterprise registration

1. The Ministry of
Planning and Investment shall:

a) Promulgate or request competent authorities to
promulgate legislative documents on enterprise registration and household
business registration and guidelines for document templates and reporting
serving enterprise registration, household business registration, and online
enterprise registration;

b) Provide professional instructions and training for
business registration authorities, business registration officials and any
entities in demand; provide instructions for Business Registration Offices on
document digitalization, data standardization and update enterprise
registration data in their provinces on the National Enterprise Registration
Database;

c) Expedite, direct, monitor and supervise the
enterprise registration process;

d) Provide information about enterprise
registration, legal status, financial statements and other information of
enterprises on the National Enterprise Registration Database for relevant
agencies of the Government and any entities in demand;

dd) Organize the establishment, management and
development of the National Enterprise Registration Information System; assist
Business Registration Offices, enterprises, their founders and other entities
in using the National Enterprise Registration Information System; provide
instructions on building up local funds for operation of the National
Enterprise Registration Information System;

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g) Take charge and cooperate with the Ministry of
Finance in formulating a plan for adoption of interconnected procedures for
business registration and tax registration for household businesses in
conformity with actual conditions.

h) Engage in international cooperation in
enterprise registration.

2. The Ministry of
Finance shall:

a) Cooperate with the Ministry of Planning and
Investment in connecting the National Enterprise Registration Information
System and tax registration information system in order to issue enterprise ID
numbers, ID numbers of enterprises’ affiliates and business locations and
exchange of information about enterprises;

b) The State Securities Commission of Vietnam (SSC)
shall transfer data on securities companies, securities investment fund
management companies, branches in Vietnam of foreign securities companies, and
provide the list of securities companies, securities investment fund management
companies, branches in Vietnam of foreign securities companies that meet the
conditions laid down in Clause 1 Article 135 of the Law on Securities for
business registration authorities for considering granting enterprise
registration certificates to such entities in accordance with the Law on
Securities.

3. Ministries,
ministerial agencies, Governmental agencies, within the ambit of their assigned
functions, tasks and powers, have the responsibility to provide instructions on
regulations on business conditions; carry out inspections and take actions
against any failure to satisfy business conditions; review and publish the list
of conditional business lines and business conditions on their websites; send
them to the Ministry of Planning and Investment for publishing on the National
Business Registration Portal.

4. Provincial-level
People’s Committees shall provide adequate human resources, funding, and other
resources for business registration authorities to perform their tasks and
powers as prescribed herein.

Chapter III

REGISTRATION OF NAMES OF
ENTERPRISES, BRANCHES, REPRESENTATIVE OFFICES AND BUSINESS LOCATIONS

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0906 22 99 66

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1. The enterprise
or its founder shall not use a name that is already used by another enterprise
or easily confused with another enterprise’s name that is already registered on
the National Enterprise Registration Database, except for the names of
enterprises that have been dissolved or declared bankrupt by the Court.

2. Business
Registration Offices are entitled to accept or reject the names selected by
enterprises as prescribed by law. In order to avoid the use of used or
confusing names or commission of violations against regulations on naming of
enterprises, the Business Registration Office’s decision will be final. If disagreeing with the decision given by the
Business Registration Office, the enterprise may file a lawsuit in accordance
with regulations of the Law on administrative procedures.

3. Enterprises
that are operating under their investment licenses or investment certificates
(also business registration certificates) or another document of equivalent
validity issued before July 01, 2015 and whose name are the same as or confused
with other enterprises’ names registered on the National Enterprise
Registration Database may continue using their registered name and are not
required to change such names.

4. Enterprises
whose names coincide or are confused with each other are recommended to
negotiate about changing their names.

Article 19. Actions against
enterprises’ names infringing upon industrial property rights

1. It is
prohibited to use a protected trade name, brand name, or geographical
indication of an entity as part of an enterprise’s proper name unless it is
accepted by the owner of such protected trade name or brand name. Before registering a name, the enterprise or its
founder may check the database of industrial property authorities for registered
brand names and geographical indications.

2. Regulations of
the Law on intellectual property are the basis for identification of
enterprises’ names that infringe upon industrial property rights.

Enterprises shall assume legal responsibility if
their names infringe upon industrial property rights. Every enterprise whose name infringes upon industrial property rights
must follow procedures for change of its name.

3. Every holder of
industrial property rights is entitled to send a written request to the relevant
Business Registration Office to request the enterprise whose name infringes
upon industrial property rights to change its name. Such written request must
be accompanied with the following documents:

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b) The certificate of registration of brand name or
geographical indication; an extract from the national register of protected
brand names and geographical indications issued by an industrial property
authority; the certificate of registration of international brand name
protected in Vietnam issued by an industrial property authority; the contract
for use of an object of industrial property in case the requester is the
transferee of rights to use such object of industrial property.

4. Within 10
working days from the receipt of adequate documents prescribed in Clause 3 of
this Article, the relevant Business Registration Office shall request the
enterprise whose name infringes upon industrial property rights to change its
name within 02 months from the date of request. The
request sent to the enterprise must be accompanied with the documents mentioned
in Clause 3 of this Article. If such enterprise fails to change its name as
requested by the aforementioned deadline, the Business Registration Office
shall notify a competent authority for taking actions in accordance with
regulations of the Law on intellectual property.

5. In case the
notified authority issues a decision to impose an administrative penalty which
requests the enterprise to change its name or remove infringing elements from
its name, if the enterprise still fails to comply with such request by the
prescribed deadline, the Business Registration Office shall request the
enterprise to provide explanations as prescribed in Point c Clause 1 Article
216 of the Law on Enterprises. If the
enterprise fails to provide explanations, the Business Registration Office
shall revoke the enterprise registration certificate as prescribed in Point d
Clause 1 Article 212 of the Law on Enterprises.

6. The Business
Registration Office shall notify results of actions against the enterprise’s
name infringing upon industrial property rights to the holder of industrial property
rights prescribed in Clause 3 of this Article.

7. The Ministry of
Planning and Investment shall cooperate with the Ministry of Science and
Technology to elaborate this Article.

Article 20. Registration of
names of branches, representative offices and business locations

1. Names of
branches, representative offices and business locations shall comply with
Article 40 of the Law on Enterprises.

2. Apart from the
Vietnamese name, the enterprise’s branch, representative office or business
location may register a name in foreign language and an abbreviated name. The foreign language name is the name translated
from the Vietnamese name into one of the Latin-based languages. The abbreviated
name may be abbreviation of either Vietnamese name or foreign language name.

3. The phrase
“công ty” or “doanh nghiệp” must not be used as part of the proper name of the
enterprise’s branch, representative office or business location.

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Chapter IV

DOCUMENTS AND PROCEDURES
FOR REGISTRATION OF ENTERPRISES, BRANCHES, REPRESENTATIVE OFFICES AND BUSINESS
LOCATIONS

Article 21. Application for
registration of a sole proprietorship

1. The application
form for enterprise registration.

2. The copies of
legal documents of the sole proprietor.

Article 22. Application for
registration of a partnership

1. Application
form for enterprise registration.

2. The company’s
charter.

3. List of general
partners.

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If a general partner is a foreign organization,
copies of legal documents of that organization must be legalized;

b) Investment registration certificate if the
enterprise is founded or co-founded by foreign investors or foreign-invested
business entities in accordance with the Law on Investment and its guiding
documents.

Article 23. Application for
registration of a multi-member limited liability company or a joint-stock
company

1. Application
form for enterprise registration.

2. The company’s
charter.

3. List of members
of the multi-member limited liability company; lists of founding shareholders
and shareholders that are foreign investors of the joint-stock company.

4. Copies of the
following documents:

a) Legal documents of the enterprise’s legal
representative;

b) Legal documents of members or founding
shareholders and foreign shareholders that are individuals; legal documents of
members or founding shareholders and foreign shareholders that are
organizations; legal documents of authorized representatives of members or
founding shareholders and foreign shareholders that are organizations and their
letters of appointment of authorized representatives.

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c) Investment registration certificate if the
enterprise is founded or co-founded by foreign investors or foreign-invested
business entities in accordance with the Law on Investment and its guiding
documents.

Article 24. Application for
registration of a single-member limited liability company

1. Application
form for enterprise registration.

2. The company’s
charter.

3. Copies of the
following documents:

a) Legal documents of the enterprise’s legal
representative;

b) Legal documents of the company’s owner that is
an individual; Legal documents of the company’s owner that is an organization
(except for the State); Legal documents of the authorized representative and
letter of appointment of authorized representative.

If the company’s owner is a foreign organization,
copies of legal documents of that organization must be legalized;

c) Investment registration certificate if the
enterprise is founded by a foreign investor or foreign-invested business entity
in accordance with the Law on Investment and its guiding documents.

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1. In case of full
division of a limited liability company or joint-stock company as prescribed in
Article 198 of the Law on Enterprises, apart from the documents specified in
Article 23 and Article 24 hereof, the application for registration of a new
company must also include the following documents:

a) The resolution or decision on full division of
the company as prescribed in Article 198 of the Law on Enterprises;

b) The copy of the minutes of the meeting on full
division of the company of the Board of Members of a multi-member limited
liability company or the General Meeting of Shareholders of a joint-stock
company.

2. In case of
partial division of a limited liability company or joint-stock company as
prescribed in Article 199 of the Law on Enterprises, apart from the documents
specified in Article 23 and Article 24 hereof, the application for registration
of the new company must also include the following documents:

a) The resolution or decision on partial division
of the company as prescribed in Article 199 of the Law on Enterprises;

b) The copy of the minutes of the meeting on partial
division of the company of the Board of Members of a multi-member limited
liability company or the General Meeting of Shareholders of a joint-stock
company.

3. In case of
consolidation of some companies into a new company, apart from the documents specified
in Articles 22, 23 and 24 hereof, the application for registration of the
consolidated company must also include the following documents:

a) The consolidation contract as prescribed in
Article 200 of the Law on Enterprises;

b) The resolution or decision on ratification of
the consolidation contract and the copies of the minutes of meetings on
ratification of consolidation contract of the Board of Members of a
multi-member limited liability company, the Board of General Partners of a
partnership, or the General Meeting of Shareholders of a joint-stock company.

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1. In case of
conversion from a sole proprietorship into a partnership, a limited liability
company or a joint-stock company, the application for registration of
conversion shall include the documents specified in Articles 22, 23 and 24
hereof but exclude the investment registration certificate specified in Point b
Clause 4 Article 22, Point c Clause 4 Article 23 and Point c Clause 3 Article
24 hereof. The application must be also
include the following documents:

a) The sole proprietor’s written commitment to take
personal responsibility for all unpaid debts and pay them when they are due
with all of his/her assets;

b) The written agreement made between the sole
proprietor and parties of ongoing contracts that the new company will take over
and continue performing these contracts;

c) The sole proprietor’s written commitment or
agreement with other limited partners to continue hiring the existing employees
of the sole proprietorship;

d) The contract for transfer of capital of the sole
proprietorship or documents proving completion of such transfer; the contract
for donation of capital of the sole proprietorship; the copy of certificate of
the inheritor’s lawful right to inheritance;

dd) A written approval given by the investment
registration authority for capital contribution or purchase of shares/stakes by
foreign investors/foreign-invested business entities in case procedures for
registration of capital contribution or purchase of shares/stakes must be
followed in accordance with the Law on Investment.

2. In case of
conversion from a single-member limited liability company into a multi-member
limited liability company, the application for registration of conversion shall
include the documents specified in Article 23 hereof but exclude the investment
registration certificate specified in Point c Clause 4 Article 23 hereof. The application must be also include the following
documents:

a) The contract for transfer of stakes or documents
proving completion of such transfer; the contract for donation of stakes; the
copy of certificate of the inheritor’s lawful right to inheritance;

b) The resolution or decision of the company’s owner
on capital mobilization and documents certifying the capital contribution by
new members;

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3. In case of
conversion from a multi-member limited liability company into a single-member
limited liability company, the application for registration of conversion shall
include the documents specified in Article 24 hereof but exclude the investment
registration certificate specified in Point c Clause 3 Article 24 hereof. The application must be also include the following
documents:

a) The contract for transfer of stakes or documents
proving completion of such transfer; the contract for donation of stakes; the
copy of certificate of the inheritor’s lawful right to inheritance; the merger
contract or consolidation contract;

b) The resolution or decision and copy of the
minutes of meeting of the Board of Members of the multi-member limited
liability company on conversion into a single-member limited liability company;

c) A written approval given by the investment
registration authority for capital contribution or purchase of shares/stakes by
foreign investors/foreign-invested business entities in case procedures for
registration of capital contribution or purchase of shares/stakes must be
followed in accordance with the Law on Investment.

4. In case of
conversion from a limited liability company into a joint-stock company and vice
versa, the application for registration of conversions hall include the
documents specified in Articles 23 and 24 hereof but exclude the investment
registration certificate specified in Point c Clause 4 Article 23 and Point c
Clause 3 Article 24 hereof. The application
must be also include the following documents:

a) The resolution or decision of the owner of the
single-member limited liability company or the resolution or decision and copy
of the minutes of meeting of the Board of Members of the multi-member limited
liability company or the resolution and copy of the minutes of the General
Meeting of Shareholders of the joint-stock company on the conversion from
company;

b) The contract for transfer of shares/stakes or
documents proving completion of such transfer; the contract for donation of
shares/stakes; the copy of certificate of the inheritor’s lawful right to
inheritance;

c) Documents certifying the capital contribution by
new members/shareholders;

d) A written approval given by the investment
registration authority for capital contribution or purchase of shares/stakes by
foreign investors/foreign-invested business entities in case procedures for
registration of capital contribution or purchase of shares/stakes must be
followed in accordance with the Law on Investment.

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If an enterprise applies for registration of
conversion and replacement of legal representative at the same time, the person
that signs the application shall be Chairperson of the Board of Members of the
multi-member limited liability company or partnership, Company’s President or
Chairperson of the Board of Members of a single-member limited liability
company, or Chairperson of the Board of Directors of the joint-stock company
after conversion.

Article 27. Registration of
conversion from household business into enterprise

1. The application
for registration of an enterprise which is converted from a household business
shall be submitted to the Business Registration Office of province where the
enterprise will be headquartered.

2. The application
for registration of an enterprise which is converted from a household business
includes the original certificate of household business registration, the copy
of the tax registration certificate and the documents specified in Articles 21,
22, 23 and 24 hereof corresponding to each enterprise type but excludes the
investment registration certificate specified in Point b Clause 4 Article 22,
Point c Clause 4 Article 23 and Point c Clause 3 Article 24 hereof. If foreign investors/foreign-invested business
entities contribute capital to or purchase of shares/stakes of the enterprise
converted from a household business in case procedures for registration of
capital contribution or purchase of shares/stakes must be followed in
accordance with the Law on Investment, the application for enterprise
registration must include the written approval given by the investment
registration authority for capital contribution or purchase of shares/stakes by
such foreign investors/foreign-invested business entities.

3. Within 02
working days from the date of issue of the enterprise registration certificate,
the Business Registration Office shall send the copy of the enterprise
registration certificate and original certificate of household business
registration to the business registration authority of district where the
household business is located for completing procedures for shutdown of the
household business.

Article 28. Documents and
procedures for registration of social enterprises

1. Documents and
procedures for registration of a social enterprise or its branch,
representative office or business location shall comply with this Decree and
vary according to the type of enterprise. The application must also include the
commitment to fulfill social/environmental objectives which is signed by the
following persons:

a) For a sole proprietorship: it is signed by the
sole proprietor;

b) For a partnership: it is signed by general
partners;

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d) For a joint-stock company: it is signed by
founding shareholders that are individuals and other shareholders that are
individuals, consent to and want to sign the commitment with founding
shareholders; legal representatives or authorized representatives of founding
shareholders that are organizations, and legal representatives or authorized
representatives of other shareholders that are organizations, consent to and
want to sign the commitment with founding shareholders.

The Business Registration Office shall publish the
committee to fulfill social/environment objectives on the National Business
Registration Portal when granting the enterprise registration certificate to the
enterprise.

2. If an
enterprise is converted into a social enterprise, it shall submit the
application to the Business Registration Office of province where the
enterprise will be headquartered. The
application includes the following documents:

a) The committee to fulfill social/environment
objectives signed by the enterprise’s legal representative;

b) The resolution or decision and the copy of the
minutes of meeting of the Board of Members of the multi-member limited
liability company or partnership, or of the General Meeting of Shareholders of
the joint-stock company; the resolution or decision of the owner of the
single-member limited liability company on ratification of the commitment.

The Business Registration Office shall update
enterprise information on the National Enterprise Registration Database and
publish the commitment to fulfill social/environment objectives on the National
Business Registration Portal within 03 working days from the receipt of the
application.

3. If there are
changes to contents of the commitment to fulfill social/environment objectives,
the social enterprise shall send a notification of such changes to the Business
Registration Office of province where it is headquartered within 05 working
days from the date of issue of the decision to make such changes. The notification must be accompanied by the
following documents:

a) The commitment to fulfill social/environment
objectives which has been changed and signed by the enterprise’s legal
representative;

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4. If the
commitment to fulfill social/environment objectives is terminated, the social
enterprise shall send a notification thereof to the Business Registration
Office of province where it is headquartered within 05 working days from the
date on which such termination is decided. The
notification must be accompanied by the following documents: The resolution or decision and the copy of the
minutes of meeting of the Board of Members of the multi-member limited
liability company or partnership, or of the General Meeting of Shareholders of
the joint-stock company; the resolution or decision of the owner of the single-member
limited liability company or decision issued by a competent authority (if any)
on termination of the commitment, which reasons for such termination must be
specified.

The Business Registration Office shall update the
enterprise information on the National Enterprise Registration Database and
publish the documents in Clause 4 of this Article on the National Business
Registration Portal within 03 working days from the receipt of the
notification.

5. Documents and
procedures for full or partial division, consolidation or merger of social
enterprises shall comply with regulations herein. If
a social enterprise is established from the full or partial division or
consolidation of enterprises, the application must also include the commitment
to fulfill social/environmental objectives as prescribed in Clause 1 of this
Article. In case of full or partial division,
consolidation or merger of social enterprises resulting in termination of the
commitment to fulfill social/environmental objectives, the application must
also include the documents prescribed in Clause 4 of this Article.

6. Documents and
procedures for dissolution of social enterprises shall comply with regulations
herein. In case the dissolve social enterprise
still has unused aid or sponsorship, the application for dissolution must
include the copy of the document on handling of the unused aid or sponsorship
received by the enterprise.

7. The application
for registration of a social enterprise which is converted from a social
protection establishment, social fund or charitable fund shall be submitted to
the Business Registration Office of province where the social enterprise will
be headquartered. The application for enterprise registration shall include the
documents specified in Clause 1 of this Article but exclude the investment
registration certificate specified in Point b Clause 4 Article 22, Point c
Clause 4 Article 23 and Point c Clause 3 Article 24 hereof. The application must be also include the following
documents:

a) The decision to convert into a social enterprise
which is made by the authority that has issued the license to establish the
social protection establishment, social fund, or charitable fund;

b) Certificate of registration of social protection
establishment, license to establish and recognize the charter of the social
fund or charitable fund;

c) The copy of tax registration certificate;

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Article 29. Documents and
procedures for registration of credit institutions, foreign bank branches,
representative offices of foreign credit institutions and other foreign
organizations performing banking activities

1. Documents and
procedures for registration of credit institutions, their branches,
representative offices and business locations shall comply with this Decree and
vary according to the type of enterprise; the application must include a copy
of the license or written approval given by SBV.

2. The application
for operation registration or changes to operation registration of foreign bank
branches or representative offices of foreign credit institutions or other
foreign organizations performing banking activities shall comply with Point a and
Point c Clause 1 Article 31 and Clause 2 Article 62 hereof, and must be
accompanied by the copy of the license or written approval given by SBV.

3. Within 07
working days from the effective date of the decision to revoke license, the
credit institution, foreign bank branch or representative office of a foreign
credit institution or other foreign organization performing banking activities
shall send a notification of enterprise dissolution, or shutdown of foreign
bank branch or representative office to the Business Registration Office of
province where that credit institution, foreign bank branch or representative
office is located. This notification must be
accompanied by the copy of the decision on operation termination and decision
to revoke license issued by SBV in case of dissolution of a credit institution
or foreign bank branch; the copy of the decision to revoke license in case of
termination of operation of a representative office of a foreign credit
institution or other foreign organization performing banking activities.

The Business Registration Office shall receive and
process the application for dissolution of credit institution or termination of
operation of a foreign bank branch, or representative office of a foreign
credit institution or other foreign organization performing banking activities
as prescribed in Clause 5 Article 70 and Clause 3 Article 72 hereof.

4. In case SBV
appoints a representative of a credit institution placed under special control,
the application for registration of replacement of legal representative shall
comply with Article 50 hereof. The resolution
or decision of the owner of the single-member limited liability company; the
resolution or decision and copy of the minutes of meeting of the Board of
members of the multi-member limited liability company; the resolution and copy
of the minutes of meeting of the General Meeting of Shareholders or the
resolution or decision and copy of the minutes of meeting of the Board of
Directors of the joint-stock company shall be replaced with the copy of the
SBV’s decision on appointment of Chairperson of Board of Directors or
Chairperson of Board of Members or General Director (Director) of the credit
institution.

5. In case SBV
directly contributes capital or buy shares, or appoints another credit
institution to contribute capital or buy shares of a credit institution placed
under special control under decision of the Prime Minister or SBV, the
application for changes to enterprise registration information shall comply
with relevant regulations hereof. The resolution or decision of the owner of
the single-member limited liability company; the resolution or decision and
copy of the minutes of meeting of the Board of Members of the multi-member
limited liability company; the resolution and copy of the minutes of meeting of
the General Meeting of Shareholders or the resolution or decision and copy of
the minutes of meeting of the Board of Directors of the joint-stock company and
transfer contract or documents proving completion of the transfer shall be
replaced with the copy of the decision of the Prime Minister or SBV.

Article 30. Documents and
procedures for registration of securities companies, securities investment fund
management companies, securities investment companies, branches in Vietnam of
foreign securities companies or foreign fund management companies

1. Documents and
procedures for registration of securities companies, securities investment fund
management companies, securities investment companies, branches, representative
offices and business locations of securities companies and securities
investment fund management companies shall comply with this Decree and vary
according to the type of enterprise; the application must include a copy of the
license for establishment and operation or written approval given by SSC.

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3. If the license
for establishment and operation of a securities company, securities investment
fund management company, or branch in Vietnam of a foreign securities company
or foreign fund management company is revoked, SSC shall send a notification
thereof to the Business Registration Office of province where that securities
company, securities investment fund management company, or branch of a foreign
securities company or foreign fund management company is located for revoking
the enterprise registration certificate or certificate of branch registration
according to Clause 4 Article 95 of the Law on Securities. The Business Registration Office shall revoke
enterprise registration certificate or certificate of branch registration
according to Clause 6 Article 75 and Clause 5 Article 77 hereof.

Article 31. Documents and
procedures for registration of branches and representative offices, and
notification of establishment of business locations

1. Application for
registration of branch/representative office:

The enterprise shall send the application for
registration of branch/representative office to the Business Registration
Office of the province where the branch/representative office is situated. The application includes the following documents:

a) A notification of establishment of branch/representative
office signed by the enterprise’s legal representative;

b) The copy of the resolution or decision and the
copy of the minutes of meeting of the Board of Members of the multi-member
limited liability company or partnership, or of the General Meeting of
Shareholders of the joint-stock company; the copy of the resolution or decision
of the owner of the single-member limited liability company on establishment of
branch/representative office;

c) Copies of legal documents of the person who is
the head of branch/representative office.

2. Notification of
establishment of business location:

a) An enterprise may establish business locations
at places other than those where it is headquartered or its branch is located;

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c) A notification of establishment of business
location shall be signed by the enterprise’s legal representative if it is
affiliated to the enterprise or by the branch’s head if it is affiliated to the
branch.

3. Within 03
working days from the receipt of satisfactory application, the Business
Registration Office shall issue the certificate of branch/representative office
registration, and update information about the business location on the
National Enterprise Registration Database. The
Business Registration Office may issue a certificate of registration of
business location to the enterprise at its request. If
the application is unsatisfactory, the Business Registration Office shall
notify the enterprise of necessary revisions.

4. Establishment
of overseas branches/representative offices shall comply with the law of the
host country. Within 30 working days from the
official establishment date of an overseas branch/representative office, the
enterprise must send a written notification thereof to the Business
Registration Office of province where it is headquartered. This notification must be accompanied by the copy
of the certificate of registration of the branch/representative office or
another document of equivalent validity. The
Business Registration Office shall update information about the
branch/representative office on the National Enterprise Registration Database
within 03 working days from the receipt of the notification.

Article 32. Receipt and
processing of applications for enterprise registration

1. The person
responsible for application for enterprise registration as prescribed herein
shall submit the application to the Business Registration Office of the
province where it is headquartered.

2. An application
for enterprise registration shall be received and updated on the National Enterprise
Registration Information System when all of the following conditions are
satisfied:

a) It contains adequate documents as prescribed in
this Decree;

b) The enterprise’s name has been written on the
application form for enterprise registration or changes to enterprise
registration information or notification of changes to enterprise registration
information;

c) There is an address of the person who submits
the application for enterprise registration;

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3. After receiving
an application for enterprise registration, the Business Registration Office
shall give a confirmation slip to the person who submits the application.

4. After giving
the confirmation slip, the Business Registration Office shall check the
legitimacy of the application, sufficiently and accurately enter information in
the application for enterprise registration into the National Enterprise
Registration Information System and publish digitalized documents contained in
the application on the same.

5. The enterprise
or its founder may stop following procedures for enterprise registration when
the application for enterprise registration is not yet approved on the National
Enterprise Registration Information System. In
this case, the person competent to sign the application form for enterprise
registration shall send a written request for termination of procedures for
enterprise registration to the Business Registration Office to which the
application is submitted. The Business Registration
Office shall consider giving a notification of termination of procedures for
enterprise registration and cancel the application for enterprise registration
on the National Enterprise Registration Information System within 03 working
days from the receipt of the enterprise’s request. If
the enterprise’s request is refused, the Business Registration Office shall
give a written notification in which reasons for such refusal are specified to
the enterprise or its founder.

Article 33. Time limit for
issuing enterprise registration certificate and certificate of changes to
enterprise registration information

1. The Business
Registration Office shall issue the enterprise registration certificate and
certificate of changes to enterprise registration information, and update
enterprise registration information on the National Enterprise Registration
Database within 03 working days from the receipt of the satisfactory
application.

2. If the
application is not satisfactory or the enterprise’s name is not conformable
with regulations, the Business Registration Office shall inform the enterprise
or its founder of necessary revisions within 03 working days from the receipt
of the application. The Business Registration
Office must include every necessary revision to the application in a
notification.

3. After the
aforementioned deadline, if the enterprise registration certificate or
certificate of changes to enterprise registration information is not issued or
enterprise registration information on the National Enterprise Registration
Database is not changed, or no notification of necessary revisions to the
application for enterprise registration is received, the enterprise or its
founder is entitled to lodge a complaint as prescribed by regulations of law on
complaints and denunciation.

Article 34. Issuance of
enterprise registration certificate

1. Every
enterprise shall be issued with an enterprise registration certificate when all
of the conditions in Clause 1 Article 27 of the Law on Enterprises are
satisfied.

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3. The enterprise
is entitled to request the Business Registration Office to provide copies of
the enterprise registration certificate and pay fees as prescribed.

4. When an enterprise has been issued with a new enterprise
registration certificate, the old certificates are no longer effective.

Article 35. Publishing of
enterprise registration information

1. Information
shall be published in accordance with Clause 1 and Clause 2 Article 32 of the
Law on Enterprises.

2. Enterprise
registration information shall be published on the National Business
Registration Portal.

3. The request for
publishing of enterprise registration information and payment of fees thereof
shall be made when the enterprise submits the application for enterprise
registration. If the enterprise registration
certificate is not issued, the fees paid for publishing of enterprise
registration information shall be refunded to the enterprise.

Article 36. Provision of
enterprise registration information

1. The following information
shall be available and provided free of charge on the National Business
Registration Portal at https://dangkykinhdoanh.gov.vn, including:
the enterprise’s name, enterprise ID number, headquarters address, business
lines, full name of the legal representative, and legal status of the
enterprise.

2. The entities
that have demands for enterprise registration information as prescribed in
Clause 1 Article 33 of the Law on enterprises shall submit the request for
provision of enterprise registration information on the National Business
Registration Portal or to provincial-level business registration authorities.

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Article 37. Methods of payment
of fees and charges for enterprise registration

1. The person
responsible for enterprise registration shall pay fees and charges for
enterprise registration when submitting the application for enterprise
registration. Fees and charges for enterprise registration
may be paid directly at the Business Registration Office or transferred to its
account or paid through electronic payment services. Charges
for enterprise registration shall not be refunded if the enterprise is not
issued with the enterprise registration certificate.

2. Online payment
of fees and charges is supported on the National Business Registration Portal. Fees for electronic payment services must not be
included in charges for enterprise registration, fees for provision of
enterprise registration information, and fees for publishing of enterprise
registration information.

3. In case errors
occur during the process of electronic payment services, the payer shall
contact the payment service provider.

4. The Ministry of
Finance shall take charge and cooperate with the Ministry of Planning and
Investment in providing guidance on collection, management, and use of fees and
charges for enterprise registration, fees for provision of enterprise
registration information, and fees for publishing of enterprise registration
information to upgrade, maintain and operate the National Enterprise
Registration Information System.

Article 38. Standardization
and transfer of enterprise registration data

1. Data
standardization means reviewing, comparing, and adjusting enterprise
registration information and legal status of enterprises in the National
Enterprise Registration Database.

2. Information on
business registration certificates or certificates of business registration and
tax registration at the Business Registration Offices and business registration
information on investment licenses or investment certificates (also business
registration certificates) or other documents of equivalent validity, and
securities trading licenses must be transferred to the National Enterprise
Registration Information System. Enterprise registration information at
Business Registration Offices, investment registration authorities and SSC are
original information about enterprises during the data transfer process.

3. In case enterprise
registration information on the National Enterprise Registration Database is
inadequate or inaccurate compared to that in the enterprise registration
certificate or the paper application for enterprise registration because of
data transfer process, the Business Registration Office shall directly update
information or instruct the enterprise to do so.

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5. The Ministry of
Planning and Investment shall elaborate on this Article.

Article 39. Rectification of
information in enterprise registration certificates, certificates of changes to
enterprise registration information, certificates of branch/representative
office registration, certificates of business location registration

1. In case an
enterprise detects information in its enterprise registration certificate is
inaccurate compared to those in the application for enterprise registration, it
shall send a written request for information rectification to the Business
Registration Office of province where it is headquartered. The Business Registration Office shall re-issue the
enterprise registration certificate within 03 working days from the receipt of
the request from the enterprise if it contains accurate information.

2. In case the
Business Registration Office detects the information in an enterprise
registration certificate is inaccurate compared to that in the application for
enterprise registration, it shall notify the relevant enterprise of information
rectification and re-issue a new enterprise registration certificate to the
enterprise within 03 working days from the date of notification.

3. Rectification
of information in certificates of changes to enterprise registration
information, certificates of branch/representative office registration,
certificates of business location registration and enterprise registration
information on the National Enterprise Registration Database shall comply with
Clauses 1, 2 of this Article.

Article 40. Rectification of
enterprise registration information by transfer of data to the National
Enterprise Registration Database

1. In case an
enterprise detects the enterprise registration information on the National
Enterprise Registration Database is inadequate or inaccurate compared to the
physical copy of the enterprise registration certificate, business registration
certificate, certificate of business registration and tax registration, investment
certificate (also the business registration certificate), investment license or
another document of equivalent validity, or securities trading license by
transfer of data to the National Enterprise Registration Database, it shall
send a written request for information rectification to the Business
Registration Office of province where it is headquartered. Such request must be accompanied by the copy of the
enterprise registration certificate, business registration certificate,
certificate of business registration and tax registration, investment
certificate (also the business registration certificate), investment license or
another document of equivalent validity, or securities trading license.

Within 03 working days from the receipt of the
enterprise’s request, the Business Registration Office shall rectify enterprise
registration information on the National Enterprise Registration Database.

2. In case the
Business Registration Office detects the enterprise registration information on
the National Enterprise Registration Database is not available or inaccurate
compared to the physical enterprise registration certificate by transfer of
data to the National Enterprise Registration Database, within 03 working days
from such detection, it shall rectify the enterprise registration information
on the National Enterprise Registration Database.

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The enterprise’s legal status on the National
Enterprise Registration Database includes:

1. “business
suspension” means the enterprise’s legal status during its business suspension
as prescribed in Clause 1 Article 206 of the Law on enterprises. Starting date of “business suspension” status is
the date of business suspension registered by the enterprise. Ending date of “business suspension” status is the
ending date of business suspension period as notified by the enterprise or the
date of resumption of business ahead of schedule registered by the enterprise.

2. “Not operate at
registered address” means the enterprise’s legal status showing that, through
inspection or verification, tax authorities and relevant agencies find that the
enterprise does not operate at its registered address.
The tax authority shall provide information about the enterprise that no
longer operates at its registered address to the business registration
authority. Change, update and starting and
ending dates of the enterprise’s status shall be decided by the tax authority. The tax authority shall update and notify the “Not
operate at registered address” to the business registration authority through
the tax registration information system which is connected with the National
Enterprise Registration Information System. The
business registration authority shall record and update the enterprise’s legal
status as notified by the tax authority on the National Enterprise Registration
Database.

3. “revocation of
enterprise registration certificate due to tax decision enforcement” means the
legal status of the enterprise whose enterprise registration certificate is revoked
according to a decision issued by the Business Registration Office at the
request of the tax authority for enforcement of tax administrative decision. Starting date of the “revocation of enterprise
registration certificate due to tax decision enforcement” status is the date on
which the Business Registration Office issues a decision to revoke the
enterprise registration certificate. Ending date of the “revocation of
enterprise registration certificate due to tax decision enforcement” status is
the date on which the Business Registration Office restores the enterprise’s
legal status at the request of the tax authority in accordance with regulations
of the Law on tax administration.

4. “undergoing
dissolution, fully or partially divided, consolidated or merged” means the
legal status of the enterprise that is subject to a dissolution resolution or
decision as prescribed in Clause 3 Article 208 of the Law on enterprises; whose
enterprise registration certificate is revoked according to a decision issued by
the Business Registration Office, unless it is revoked due to tax decision
enforcement; that is dissolved according to the court decision as prescribed in
Clause 1 Article 209 of the Law on enterprises; that has been fully or
partially divided, consolidated or merged and is following procedures for
statement and transfer of tax obligations with the tax authority. Starting date of the “undergoing dissolution,
fully or partially divided, consolidated or merged” status is the date on which
the Business Registration Office notifies that the enterprise is following
dissolution procedures on the National Business Registration Portal, or the
transferee enterprise, consolidated enterprise or acquiring enterprise is
issued with the enterprise registration certificate.

5. “undergoing
bankruptcy proceedings” means the legal status of an enterprise that is subject
to a decision to initiate bankruptcy proceedings issued by the court in
accordance with regulations of the Law on bankruptcy.
Starting date of the “undergoing bankruptcy proceedings” status is the
date on which the Business Registration Office updates the enterprise’s status
on the National Enterprise Registration Database.

6. “dissolved,
bankrupt or cease to exist” means the legal status of the enterprise that has
completed dissolution procedures and has its status updated by the Business
Registration Office according to Clause 8 Article 208, Clause 5 Article 209 of
the Law on enterprises; that is subject to a decision to declare bankrupt
issued by the Court in accordance with regulations of the Law on bankruptcy; or
that ceases to exist due to full division, consolidation or merger according to
Clause 5 Article 198, Clause 5 Article 200 or Clause 4 Article 201 of the Law
on Enterprises. Starting date of the
“dissolved, bankrupt or cease to exist” status is the date on which the
Business Registration Office updates the enterprise’s status on the National
Enterprise Registration Database.

7. “operating”
means the legal status of the enterprise that has been issued with the
enterprise registration certificate and does not has the legal status
prescribed in Clause 1, 2, 3, 4, 5 or 6 of this Article.

Chapter V

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Article 42. Online enterprise
registration

1. Online
enterprise registration means the application for enterprise registration which
is submitted by the enterprise or its founder via the National Business
Registration Portal. Applicants are entitled
to use digital signatures in accordance with regulations of the Law on electronic
transactions or business registration accounts to apply for enterprise
registration online.

2. The business
registration account is defined in Clause 4 Article 26 of the Law on
enterprises and used for authentication of an online application for enterprise
registration in case the person competent to sign the application form for
enterprise registration does not use a digital signature. Business registration accounts are created from the
National Enterprise Registration Information System and issued to individuals
to apply for enterprise registration online. Individuals
shall access the National Business Registration Portal for providing
information and creating business registration accounts. Personal information provided by the applicant on the National
Business Registration Portal for granting a business registration account must
be adequate and accurate as that in his/her legal documents and ensure the
authentication of the applicant by the National Enterprise Registration
Information System.

3. A business
registration account shall be issued to an individual only. The individual issued with the business
registration account shall assume legal responsibility for the accuracy and
legitimacy of his/her provided information and the use of this business
registration account.

4. The Business
Registration Office shall enable all entities to search information and apply
for enterprise registration online.

Article 43. Online application
for enterprise registration

1. An online
application for enterprise registration shall contain the information
prescribed in this Decree and shown in the form of an electronic document. An online application for enterprise registration
shall have the same legal validity as a physical one.

2. Electronic
document is a document in the data form created or digitalized from the paper
document, which contains the exact and complete information on the paper
document. The electronic document is in the
.doc, .docx or .pdf format.

3. An online
application for enterprise registration shall be accepted if it meets all of
the following requirements:

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b) Enterprise registration information provided on the
National Business Registration Portal must be adequate and accurate as that in
paper documents, and includes information about telephone number and email
address of the applicant;

c) An online application for enterprise
registration must be authenticated with public digital signature or business
registration account of the person competent to sign the application form for
enterprise registration or his/her authorized person.
In case of authorization to following procedures for enterprise
registration, the application for enterprise registration must include the
documents specified in Article 12 hereof. <0}

4. The enterprise
is required to revise/complete its online application for enterprise
registration within 60 days from the date on which the Business Registration
Office gives a notification of necessary revisions. Over
the abovementioned deadline, if the enterprise fails to complete its online
application for enterprise registration as requested, the Business Registration
Office shall cancel the received application according to the process on the
National Enterprise Registration Information System.

Article 44. Procedures for
online enterprise registration using digital signatures

1. The applicant
shall enter information, download electronic documents, append signatures on
the online application for enterprise registration, and pay application
fees/charges according to the procedures on the National Business Registration
Portal.

2. After the
application is sent, the applicant will receive a confirmation slip.

3. If the
application is satisfactory, the Business Registration Office shall issue the
enterprise registration certificate and notify the applicant. If the application is not satisfactory, the
Business Registration Office shall send an online notification of necessary
revisions to the applicant.

4. Online
applications for registration of the enterprise’s branches, representative
offices, and business locations shall comply with the procedures in this
Article.

Article 45. Procedures for
online enterprise registration using business registration account

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2. After the
application is sent, the applicant will receive a confirmation slip.

3. If the
application is satisfactory, the Business Registration Office shall issue the
enterprise registration certificate and notify it to the applicant. If the application is not satisfactory, the
Business Registration Office shall send an online notification of necessary
revisions to the applicant.

4. Procedures for
online enterprise registration are also applied to registration of the
enterprise’s branches, representative offices, and business locations.

Article 46. Imposition of
penalties for violations, settlement of complaints and disputes related to
digital signatures and business registration accounts

1. The disputes,
complaints, and violations related to management and use of digital signatures
and business registration accounts shall be determined and settled in
accordance with regulations of law.

2. Business
registration authorities deny responsibility for violations committed by
enterprises, their founders or applicants during their provision of information
for applying for business registration accounts and use of such accounts.

Chapter VI

DOCUMENTS AND PROCEDURES
FOR REGISTRATION/NOTIFICATION OF CHANGES TO ENTERPRISE REGISTRATION INFORMATION

Article 47. Registration of
relocation of headquarters address

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2. In case of
relocation of its headquarters address, the enterprise shall send an
application for changes to enterprise registration information to the Business
Registration Office of the place where it will be headquartered. The application includes the following documents:

a) A notification of changes to enterprise
registration information which is signed by the enterprise’s legal
representative;

b) The resolution or decision of the owner of the single-member
limited liability company, the resolution or decision and the copy of the
minutes of meeting of the Board of Members of the multi-member limited
liability company or partnership, or of the General Meeting of Shareholders of
the joint-stock company on relocation of the enterprise’s headquarters address.

3. After receiving
the application, the Business Registration Office shall give a confirmation
slip to the enterprise, examine the validity of documents, and issue the
enterprise registration certificate as prescribed.

4. When the
enterprise relocates its headquarters, its rights and obligations are kept
unchanged.

Article 48. Registration of
change of enterprise’s name

1. In case of
change of its name, the enterprise shall send an application for changes to
enterprise registration information to the Business Registration Office of the
place where it is headquartered. The
application includes the following documents:

a) A notification of changes to enterprise
registration information which is signed by the enterprise’s legal
representative;

b) The resolution or decision of the owner of the
single-member limited liability company, the resolution or decision and the
copy of the minutes of meeting of the Board of Members of the multi-member
limited liability company or partnership, or of the General Meeting of
Shareholders of the joint-stock company on change of the enterprise’s name.

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3. The change of
the enterprise’s name does not affect the enterprise’s rights and obligations.

Article 49. Registration of
change of general partners

1. In case of
termination or admission of a general partner as prescribed in Article 185 and
Article 186 of the Law on Enterprises, the partnership shall send an
application for changes to enterprise registration information to the Business
Registration Office of province where it is headquartered. The application
includes the following documents:

a) A notification of changes to enterprise
registration information which is signed by the enterprise’s legal
representative;

b) The list of general partners as prescribed in
Article 25 of the Law on Enterprises, excluding information about limited
partners;

c) Copies of legal documents of the new general
partner.

2. After receiving
the application, the Business Registration Office shall give a confirmation
slip to the enterprise, examine the validity of documents, and issue the
enterprise registration certificate to the enterprise.

Article 50. Registration of
replacement of legal representatives of limited liability companies and
joint-stock companies

1. In case of
replacement of legal representative, the company shall send an application for
changes to enterprise registration information to the Business Registration
Office of province where it is headquartered. The
application includes the following documents:

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b) Copies of legal documents of the new legal
representative;

c) The resolution or decision of the owner of the single-member
limited liability company, the resolution or decision and the copy of the
minutes of meeting of the Board of Members of the multi-member limited
liability company on replacement of legal representative; the resolution and
the copy of the minutes of meeting of the General Meeting of Shareholders of
the joint-stock company on replacement of legal representative which leads to
amendments to the company’s charter; the resolution or decision and the copy of
the minutes of meeting of Board of Directors of the joint-stock company if the
replacement of legal representative does not cause changes to the company’s
charter other than the full name and signature of the legal representative as
prescribed in Article 24 of the Law on Enterprises.

2. The notification
of replacement of legal representative shall be signed by the following person:

a) Chairperson of the Board of Members or President
of the single-member limited liability company;

b) Chairperson of the Board of Members of the
multi-member limited liability company. In
case the Chairperson of the Board of Members is the legal representative, the
notification shall bear the signature of the new Chairperson who is elected by
the Board of Members

c) Chairperson of the Board of Directors of the
joint-stock company. In case the Chairperson
of the Board of Directors is the legal representative, the notification shall
bear the signature of the new Chairperson who is elected by the Board of
Directors.

d) In case the Chairperson of the Board of Members
or the Chairperson of the Board of Directors is absent or unable to perform
his/her rights and obligations, his/her authorized person shall be the person
competent to sign the notification of replacement of the legal representative. In case no member is authorized or the Chairperson
of the Board of Members or the Chairperson of the Board of Directors is dead,
missing, detained, serving an imprisonment sentence, serving an administrative
penalty in a correctional institution or rehabilitation center, making a getaway,
has limited legal capacity or is incapacitated, has difficulty controlling
his/her behavior, or is prohibited by the Court from holding certain positions
or doing certain works, the person competent to sign the notification of
replacement of the legal representative shall be elected as the interim
Chairperson of the Board of Members or interim Chairperson of the Board of
Directors according to Clause 4 Article 56, Clause 3 Article 80 and Clause 4
Article 156 of the Law on Enterprises.

3. In case of replacement
of the legal representative according to Clause 6 Article 12 of the Law on
enterprises, the application shall contain the documents prescribed in Clause 1
of this Article, in which the resolution or decision and the copy of the
minutes of meeting of the Board of Members shall be replaced with the copy of
document certifying that the company’s legal representative is dead, missing,
detained, serving an imprisonment sentence, serving an administrative penalty
in a correctional institution or rehabilitation center, making a getaway, has
limited legal capacity or is incapacitated, has difficulty controlling his/her
behavior, or is prohibited by the Court from holding certain positions or doing
certain works.

4. After receiving
the application, the Business Registration Office shall give a confirmation
slip to the enterprise, examine the validity of documents, and issue the
enterprise registration certificate to the enterprise.

…

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(028) 3930 3279

DĐ:

0906 22 99 66

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1. In case of
change in the charter capital of a limited liability company, joint-stock
company or partnership, the company shall send an application for changes to
enterprise registration information to the Business Registration Office of
province where it is headquartered. The
application includes the following documents:

a) A notification of changes to enterprise
registration information which is signed by the enterprise’s legal
representative;

b) The resolution or decision of the owner of the
single-member limited liability company, the resolution or decision and the
copy of the minutes of meeting of the Board of Members of the multi-member
limited liability company or partnership, or of the General Meeting of
Shareholders of the joint-stock company on change in charter capital;

2. In case of
change in stakes/holdings of members of the multi-member limited liability
company or general partners of the partnership, the company shall send an application
for changes to enterprise registration information to the Business Registration
Office of province where it is headquartered. The
application includes the following documents:

a) A notification of changes to enterprise
registration information which is signed by the enterprise’s legal
representative;

b) The list of members of the multi-member limited
liability company or list of general partners of the partnership, excluding
information about limited partners. Such lists
must bear signatures of members/general partners whose stakes are changed;
signatures of members/general partners whose stakes are unchanged are optional;

c) The transfer contract or documents proving
completion of the transfer if stakes are transferred; donation contract if stakes
are donated;

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

a) The resolution and copy of the minutes of
meeting of the General Meeting of Shareholders on offering of shares to
increase charter capital, which specifies the quantity of shares offered and
that the Board of Directors will complete procedures for registration of charter
capital after each offering;

d) The resolution or decision and copy of minutes
of meeting of the Board of Directors of the joint-stock company on registration
of increase in charter capital after each offering.

4. In case of
decrease in charter capital, the enterprise must make a commitment to settle
all debts and other asset liabilities after capital decrease. In case of decrease in charter capital of a
multi-member limited liability company as prescribed in Point a and Point b
Clause 3 Article 68 of the Law on enterprises, the application for decreased in
charter capital must include the latest financial statements.

5. After receiving
the application, the Business Registration Office shall give a confirmation
slip to the enterprise, examine the validity of documents, and issue the
enterprise registration certificate to the enterprise.

Article 52. Registration of
change of members of a multi-member limited liability company

1. In case of
admission of new members which leads to increase in the company’s charter
capital, the company shall send an application for changes to enterprise
registration information to the Business Registration Office of province where
it is headquartered. The application includes
the following documents:

a) A notification of changes to enterprise
registration information which is signed by the enterprise’s legal
representative;

b) The list of members of the multi-member limited
liability company. The list must bear
signatures of new members and members whose stakes are changed; signatures of
members whose stakes are unchanged are optional;

c) The resolution or decision and copy of minutes
of meeting of the Board of Members on admission of new members;

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(028) 3930 3279

DĐ:

0906 22 99 66

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dd) Copies of legal documents of new members that
are individuals, or copies of legal documents of new members that are
organizations and copies of legal documents of their authorized representatives
and letters of appointment of authorized representatives.

If a member is a foreign organization, copies of
legal documents of that organization must be legalized;

e) A written approval given by the investment
registration authority for capital contribution or purchase of shares/stakes by
foreign investors/foreign-invested business entities in case procedures for
registration of capital contribution or purchase of shares/stakes must be
followed in accordance with the Law on Investment.

2. In case of
change of members due to transfer of stakes, the application for changes to
enterprise registration information must include the following documents:

a) A notification of changes to enterprise
registration information which is signed by the enterprise’s legal
representative;

c) A transfer contract or documents proving
completion of the transfer;

d) Copies of legal documents of new members that
are individuals, or copies of legal documents of new members that are
organizations and copies of legal documents of their authorized representatives
and letters of appointment of authorized representatives.

If a member is a foreign organization, copies of
legal documents of that organization must be legalized;

…

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(028) 3930 3279

DĐ:

0906 22 99 66

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3. In case of
change of members due to inheritance, the application for changes to enterprise
registration information must include the following documents:

a) A notification of changes to enterprise
registration information which is signed by the enterprise’s legal
representative;

c) The copy of certificate of the inheritor’s
lawful right to inheritance;

d) Copies of legal documents of the inheritor that
is an individual, or copies of legal documents of the inheritor that is an
organization and copies of legal documents of their authorized representatives
and letters of appointment of authorized representatives.

If a member is a foreign organization, copies of
legal documents of that organization must be legalized.

4. In case of
change of members due to a member’s failure to contribute capital as prescribed
in Article 47 of the Law on enterprises, the application for changes to enterprise
registration information shall include the following documents:

a) A notification of changes to enterprise
registration information which is signed by the enterprise’s legal
representative;

b) The list of remaining members of the company. The list must bear signatures of members whose
stakes are changed; signatures of members whose stakes are unchanged are
optional;

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

5. Registration of
change of members because of donation of stakes

a) If the beneficiary is the entity prescribed in
Point a Clause 6 Article 53 of the Law on enterprises, the application for
changes to enterprise registration information shall contain the documents in
Clause 2 of this Article, in which the transfer contract or documents proving
completion of the transfer shall be replaced with the donation contract;

b) If the beneficiary is the entity prescribed in
Point b Clause 6 Article 53 of the Law on enterprises, the application for
changes to enterprise registration information shall contain the documents in
Clause 1 of this Article, in which the certification of new member’s capital
contribution shall be replaced with the donation contract.

6. Registration of
change of members in case a member uses his/her stakes to pay debts

a) In case the company applies for change of
members due to a member’s use of his/her stakes to pay debts and the
beneficiary is accepted by the Board of Members to become a company’s member as
prescribed in Point a Clause 7 Article 53 of the Law on enterprise, the
application for changes to enterprise registration information shall contain
the documents in Clause 1 of this Article, in which the certificate of new
member’s capital contribution shall be replaced with the loan agreement and
documents proving the use of stakes to pay debts;

b) In case the company applies for change of
members due to a member’s use of his/her stakes to pay debts and the
beneficiary offers or sells the received stakes to another person as prescribed
in Point b Clause 7 Article 53 of the Law on enterprise, the application for
changes to enterprise registration information shall contain the documents in
Clause 2 of this Article and the loan agreement and documents proving the use
of stakes to pay debts.

7. In case of
change of members according to a decision on full or partial division, merger
or consolidation, the application for changes to enterprise registration
information shall contain the documents in Clause 1 of this Article, in which
the certificate of new member’s capital contribution shall be replaced with the
resolution or decision on full or partial division and documents in Point a and
Point b Clause 3 Article 25 hereof, and the documents in Points a, b, c Clause
2 Article 61 hereof. The resolution or
decision on full or partial division, merger or consolidation must specify the
transfer of stakes to new members.

8. After receiving
the application, the Business Registration Office shall give a confirmation
slip to the enterprise, examine the validity of documents, and issue the
enterprise registration certificate to the enterprise.

Article 53. Registration of
replacement of owner of a single-member limited liability company

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

a) A notification of replacement of owner of the
single-member limited liability company bearing signatures of the old owner or
his/her legal representative and the new owner or his/her legal representative;

b) Copies of legal documents of the transferee that
is an individual, or copies of legal documents of the transferee that is an
organization and copies of legal documents of its authorized representative and
letter of appointment of authorized representative.

If the company’s owner is a foreign organization,
copies of legal documents of that organization must be legalized;

c) The copy of the amended charter of the company;

d) The contract for stake transfer or documents
proving completion of the transfer;

2. In case of
replacement of the owner of a single-member limited liability company under a
competent authority’s decision on restructuring of state-owned enterprise, the
application for changes to enterprise registration information shall contain
the same documents as those in Clause 1 of this Article, in which the transfer
contract or documents proving completion of the transfer are replaced with the
decision on replacement of the company’s owner issued by a competent authority.

3. In case of
replacement of owner of a single-member limited liability company due to
inheritance, the inheritor shall send the application for changes to enterprise
registration information to the Business Registration Office of province where
it is headquartered. The application includes
the following documents:

a) A notification of replacement of owner of the
single-member limited liability company bearing the signature of the new owner
or his/her legal representative;

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

c) Copies of legal documents of the inheritor that
is an individual, or copies of legal documents of the inheritor that is an
organization and copies of legal documents of its authorized representative and
letter of appointment of authorized representative.

If the company’s owner is a foreign organization,
copies of legal documents of that organization must be legalized;

d) The copy of certificate of the inheritor’s
lawful right to inheritance.

4. In case of
replacement of owner of a single-member limited liability company due to
donation of stakes, the application for changes to enterprise registration
information shall contain the documents in Clause 1 of this Article, in which
the transfer contract or documents proving completion of the transfer shall be
replaced with the donation contract.

5. In case of
replacement of owner of a single-member limited liability company according to
a decision on full or partial division, merger or consolidation, the
application for changes to enterprise registration information shall contain
the documents in Clause 1 of this Article, in which the transfer contract or
documents proving completion of the transfer shall be replaced with the
resolution or decision on full or partial division and documents in Point a and
Point b Clause 3 Article 25 hereof, and the documents in Points a, b, c Clause
2 Article 61 hereof. The resolution or
decision on full or partial division, merger or consolidation must specify the
transfer of stakes to the new company.

6. After receiving
the application, the Business Registration Office shall give a confirmation
slip to the enterprise, examine the validity of documents, and issue the
enterprise registration certificate to the enterprise.

Article 54. Registration of
change of sole proprietor in case sole proprietorship is sold or donated, or
sole proprietor dies

1. In case the
sole proprietor sells or donates the sole proprietorship or dies, the buyer,
receiver, or inheritor shall send an application for change of the sole
proprietor to the Business Registration Office of province where the sole
proprietorship is headquartered. The
application includes the following documents:

a) A notification of changes to enterprise
registration information bearing the signatures of the seller/donor and the
buyer/receiver, or signature of the inheritor in case the sole proprietor dies;

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

c) A sale contract or documents proving completion
of the sale of the sole proprietorship; donation contract; copy of the
certificate of the inheritor’s lawful right to inheritance.

2. After receiving
the application, the Business Registration Office shall give a confirmation slip
to the enterprise, examine the validity of documents, and issue the enterprise
registration certificate to the enterprise.

Article 55. Registration of
change in capital of sole proprietor

In case of increase/decrease in registered capital,
the sole proprietor shall send a notification of change in capital to the
Business Registration Office of province where the sole proprietorship is
headquartered. After receiving the
application, the Business Registration Office shall give a confirmation slip to
the enterprise, examine the validity of documents, and issue the enterprise
registration certificate to the enterprise.

Article 56. Notification of
addition/change of business lines

1. In case of
addition/change of business lines, the enterprise shall send a notification to
the Business Registration Office of province where it is headquartered. The application for enterprise registration shall
include the following documents:

a) A notification of changes to enterprise
registration information which is signed by the enterprise’s legal
representative;

b) The resolution or decision and the copy of the
minutes of meeting of the Board of Members of the multi-member limited
liability company or partnership, or of the General Meeting of Shareholders of
the joint-stock company, or the resolution or decision of the owner of the
single-member limited liability company on change of business lines. <0}

2. After receiving
the application, the Business Registration Office shall give the confirmation slip
to the enterprise, examine the validity of documents and market access
conditions applied to foreign investors in accordance with regulations of the
Law on investment, and update information about the enterprise’s business lines
on the National Enterprise Registration Database. The
Business Registration Office shall issue a certificate of changes to enterprise
registration information to the enterprise at its request.

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

1. A founding
shareholder defined in Clause 4 Article 4 of the Law on enterprises is a
shareholder that holds at least an ordinary share and has his/her signature in
the list of founding shareholders submitted to the Business Registration Office
at the time of application for enterprise registration.

2. Notification of
changes in information about founding shareholders to the Business Registration
Office shall be carried out only when the founding shareholder does not yet
make payment or makes partial payment for subscribed shares according to
Article 113 of the Law on enterprises. The
enterprise shall make notification of change in information of founding
shareholders within 30 days from the deadline for payment for subscribed shares.

3. In case of
change in information about founding shareholders as prescribed in Clause 2 of
this Article, the company shall send an application for changes to enterprise
registration information shall include the following documents:

a) A notification of changes to enterprise
registration information which is signed by the enterprise’s legal
representative;

b) The list of founding shareholders of the
joint-stock company, which does not include information about founding
shareholders that do not yet pay for their subscribed shares.

4. When receiving
the application, the Business Registration Office shall give a confirmation
slip, examine the validity of documents, and update information about founding
shareholders on the National Enterprise Registration Database. The Business
Registration Office shall issue a certificate of changes to enterprise
registration information to the enterprise at its request.

Article 58. Notification of
change of foreign shareholders of unlisted joint-stock companies

1. In case of
change of foreign shareholders of an unlisted joint-stock company according to
Clause 3 Article 31 of the Law on enterprise, the company shall send an
application for changes to enterprise registration information to the Business
Registration Office of province where the company is headquartered. The application includes the following documents:

a) A notification of changes to enterprise
registration information which is signed by the enterprise’s legal
representative;

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Mọi chi tiết xin liên hệ: ĐT:

(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

c) A contract for transfer of shares or documents
proving completion of the transfer;

d) Copies of legal documents of the transferee that
is an individual, or copies of legal documents of the transferee that is an
organization and copies of legal documents of its authorized representative and
letter of appointment of authorized representative.

If a shareholder is a foreign organization, copies
of legal documents of that organization must be legalized;

2. When receiving
the application, the Business Registration Office shall give a confirmation
slip, examine the validity of documents, and update information about foreign
shareholders on the National Enterprise Registration Database. The Business
Registration Office shall issue a certificate of changes to enterprise
registration information to the enterprise at its request.

Article 59. Notification of
changes in tax registration information

1. Every
enterprise that makes changes to its tax registration information without
changing business registration information, except change of tax accounting
method, shall send a notification of changes to enterprise registration
information which is signed by its legal representative to the Business
Registration Office of the province where it is headquartered.

2. After receiving
the notification, the Business Registration Office shall give the confirmation
slip to the enterprise, examine the validity of documents, enter date into the
National Enterprise Registration Information System and transmit information to
the tax registration information system. The
Business Registration Office shall issue a certificate of changes to enterprise
registration information to the enterprise at its request.

Article 60. Notification of
changes in information about foreign shareholders; changes in information about
authorized representatives of shareholders that are foreign organizations;
lease of sole proprietorship; changes in information about authorized representatives

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(028) 3930 3279

DĐ:

0906 22 99 66

Bạn phải đăng nhập hoặc đăng ký Thành Viênđể sử dụng được đầy đủ các tiện ích gia tăng liên quan đến nội dung TCVN.Mọi chi tiết xin liên hệ:

2. Within 03
working days from the effective date of the contract for lease of the sole
proprietorship, the sole proprietor shall send a notification, enclosed with
the notarized lease contract, to the Business Registration Office of the
province where the sole proprietorship is headquartered according to Article
191 of the Law on Enterprises.

3. Within 10
working days from the day on which information about the authorized
representative of the owner or member that is an organization of a limited
liability company is changed, the company shall send a notification to the
Business Registration Office of the province where it is headquartered.

4. When receiving
the notification as prescribed in Clause 1, Clause 2 and Clause 3 of this
Article, the Business Registration Office shall give a confirmation slip,
examine the validity of documents, and update enterprise registration
information on the National Enterprise Registration Database. The Business
Registration Office shall issue a certificate of changes to enterprise
registration information to the enterprise at its request.

Article 61. Registration of
changes to enterprise registration information of a divided company or
acquiring company

1. In case of
partial division of a limited liability company or joint-stock company in which
the charter capital and number of members/foreign shareholders of the divided
company are changed in proportion to the decrease in stakes/shares and number
of members/foreign shareholders, the application for changes to enterprise
registration information of the divided company shall include the corresponding
documents prescribed in this Chapter and the followings:

a) The resolution or decision on partial division
of the company as prescribed in Article 199 of the Law on Enterprises;

b) The copy of the minutes of the meeting on
partial division of the company of the Board of Members of a multi-member
limited liability company or the General Meeting of Shareholders of a
joint-stock company.

2. In case of
merger of one or some companies into another company, the application for
enterprise registration information of the acquiring enterprise must include the
corresponding documents prescribed in this Chapter and the followings:

a) The merger contract as prescribed in Article 201
of the Law on Enterprises;

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(028) 3930 3279

DĐ:

0906 22 99 66

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b) The resolution or decision on ratification of
the merger contract and the copy of the minutes of meeting on ratification of
merger contract of the Board of Members of the acquired company that is a
multi-member limited liability company or partnership, or of the General
Meeting of Shareholders of the acquired company that is a joint-stock company,
unless the acquiring company is a member or shareholder holding more than 65%
of the charter capital of the acquired company that is a multi-member limited
liability company or partnership, or voting shares of the acquired company that
is a joint-stock company.

Article 62. Registration of
changes in branch/ representative office/ business location registration
information

1. Before applying
for relocation of a branch or representative office which leads to change of
its supervisory tax authority, the enterprise must follow tax procedures
related to the relocation in accordance with regulations of the Law on
taxation.

2. When applying
for changes to the branch/representative office/business location registration
information, the enterprise shall send a notification of changes to the
branch/representative office/business location registration information to the
Business Registration Office of the province where the branch/representative
office/business location is situated. In case
of replacement of the branch’s head/chief of representative office, the
notification must be accompanied with copies of legal documents of the branch’s
head/chief of representative office.

When receiving the notification, the Business
Registration Office shall give a confirmation slip, examine the validity of
documents, change the branch/representative office/business location
registration information on the National Enterprise Registration Database, and
issue the certificate of registration of branch/representative office/business
location within 03 working days from the receipt of satisfactory documents. The Business Registration Office shall issue a
certificate of changes to the branch/representative office/business location
registration information to the enterprise at its request.

3. In case a
branch/representative office/business location is relocated to another
province, the enterprise shall send a notification of changes to the
branch/representative office/business location registration information to
Business Registration Office of the province to which the branch/representative
office/business location is relocated.

When receiving the notification, the Business
Registration Office of the province to which the branch/representative
office/business location is relocated shall give a confirmation slip, examine
the validity of documents and issue the certificate of registration of
branch/representative office/business location.

4. After a wholly
state-owned enterprise issued with an enterprise registration certificate is
converted into a limited liability company or a joint-stock company, its
branches/representative offices/business locations must follow procedures for
changes to their registration information according to regulations of this
Article.

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(028) 3930 3279

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0906 22 99 66

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Article 63. Updating
information in an application for enterprise registration

1. When applying
for or notifying changes to enterprise registration information, the enterprise
shall add information about the enterprise’s telephone number to the
application. In case an enterprise fails to
provide its telephone number, its application for/notification of changes to
enterprise registration information shall be considered invalid.

2. The enterprise
is obliged to update/add information to the enterprise registration certificate
and application for enterprise registration as prescribed in Clause 3 Article 8
of the Law on enterprises as follows:

a) In case update or addition of information to the
application for enterprise registration leads to changes in the enterprise
registration certificate but does not fall into the cases prescribed in Article
47 through 55 of this Decree, the enterprise shall send a notification of
updated/added information to the Business Registration Office of province where
it is headquartered. When receiving the
notification, the Business Registration Office shall examine the validity of
received documents and issue an enterprise registration certificate to the
enterprise;

b) In case update or addition of information to the
application for enterprise registration does not cause any changes in the
enterprise registration certificate and does not fall into the cases prescribed
in Article 56 through 60 of this Decree, the enterprise shall send a
notification of updated/added information to the Business Registration Office
of province where it is headquartered. The
Business Registration Office shall add information to the application for
enterprise registration and update information on the National Enterprise
Registration Database.

3. The enterprise
must not pay fees/charges for enterprise registration when updating/adding
information about its telephone number, fax number, email address, website or
address due to changes in administrative divisions and in the case prescribed
in Point b Clause 2 of this Article.

Article 64. Application for enterprise
registration by an enterprise that ratifying its decisions by questionnaire
survey

If the Board of Members of a limited liability
company or the General Meeting of Shareholders or the Board of Directors of a
joint-stock company ratifies their resolutions or decisions by questionnaire
survey as prescribed in the Law on enterprises, the copy of the minutes of
meeting included in the application for enterprise registration as prescribed
in this Decree may be replaced with the copy of the report on vote counting
results of the Board of Members of the limited liability company or the vote
counting record of the General Meeting of Shareholders or Board of Directors of
the joint stock company.

Article 65. Cases in which
application for/notification of changes to enterprise registration information
is not allowed

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a) The Business Registration Office has issued a notice
that the enterprise’s violation results in revocation of the enterprise
registration certificate or has issued a decision to revoke the enterprise
registration certificate;

b) The enterprise is undergoing dissolution under a
decision on enterprise dissolution;

c) The application or notification is refused at
the request of the Court or judgment enforcement authority or investigating
authority, head or deputy head of the investigating authority or investigator
as prescribed in the Code of Criminal Procedures;

d) The enterprise has the “Not operate at
registered address” status.

2. The enterprise
shall be entitled to apply for/notify changes to enterprise registration
information in the following cases:

a) The enterprise has taken remedial measures as requested
in the notice of violations and such measures are accepted by the Business
Registration Office;

b) The enterprise has to register some changes to
enterprise registration information to serve its dissolution process and complete
the dissolution dossier as prescribed. In this
case, the application for changes to enterprise registration information must
be enclosed with the enterprise’s explanation for changes;

c) There in a written approval given by the entity
prescribed in Point c Clause 1 of this Article for the enterprise’s application
for changes to enterprise registration information;

d) The enterprise has changed from “Not operate at
registered address” to “operating” status.

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REQUIRED DOCUMENTS AND
PROCEDURES FOR BUSINESS SUSPENSION, RE-ISSUANCE OF ENTERPRISE REGISTRATION
CERTIFICATE, ENTERPRISE DISSOLUTION, AND REVOCATION OF ENTERPRISE REGISTRATION
CERTIFICATE

Article 66. Registration of
business suspension and resumption of business ahead of schedule

1. When an
enterprise or its branch/representative office/business location suspends its
business or resumes its business ahead of schedule, the enterprise shall send a
notification to the Business Registration Office of province where the
enterprise or its branch/representative office/business location is located at
least 03 days before the planned date of suspension or resumption. If the enterprise or its branch/representative
office/business location is still suspended after the notified suspension
period, another notification must be sent to the Business Registration Office
at least 03 days before the planned date of suspension.
Each notified suspension period must not exceed one year.

2. In case of
business suspension, the notification must be enclosed with the resolution or
decision and the copy of the minutes of meeting of the Board of Members of the
multi-member limited liability company or partnership, or of the Board of
Directors of the joint-stock company, or the resolution or decision of the owner
of the single-member limited liability company on business suspension.

3. After receiving
the application for enterprise registration, the Business Registration Office
shall give a confirmation slip, examine the validity of received documents, and
issue a certification that the enterprise or its branch/representative
office/business location has registered the business suspension or resumption
of business ahead of schedule within 03 working days from the receipt of
satisfactory documents.

4. When the enterprise
applies for registration of business suspension, the Business Registration
Office shall change the enterprise’s legal status and status of its
branches/representative offices/business locations on the National Enterprise
Registration Database to “business suspension”.

5. The enterprise
may apply for resumption of business ahead of the notified schedule and notify
the resumption of business ahead of the notified schedule for its
branches/representative offices/business locations at the same time. The Business Registration Office shall update the
enterprise’s legal status and status of its branches/representative
offices/business locations on the National Enterprise Registration Database at
the same time.

Article 67. Business
suspension or termination at request of a competent authority

1. When the
Business Registration Office receives a notification from a competent authority
that an enterprise is engaging in conditional business lines/business lines
restricted to foreign investors without satisfying all conditions as
prescribed, it shall request the enterprise to suspend or terminate such
business lines. If the enterprise fails to
comply with the request, the Business Registration Office shall request the
enterprise to submit report according to Point c Clause 1 Article 216 of Law on
Enterprises.

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Article 68. Re-issuance of
enterprise registration certificate and certificate of changes to enterprise
registration information

1. In case an
enterprise wishes to have its enterprise registration certificate, certificate
of changes to enterprise registration information, certificate of
branch/representative office registration, certificate of changes to
branch/representative office registration information re-issued because it is
lost, burned, damaged or otherwise destroyed, it shall send an application for
re-issuance to the Business Registration Office of province where it is
headquartered. The Business Registration
Office shall consider re-issuing the certificate within 03 working days from
the receipt of the enterprise’s request.

2. In case any enterprise
wishes to have its certificate of business location registration or certificate
of changes to business location registration information because it is lost,
burned, damaged or otherwise destroyed, the enterprise or branch to which the
business location is affiliated shall submit an application for reissuance of
the certificate to the Business Registration Office of province where the
business location is situated. <0} The
Business Registration Office shall consider re-issuing the certificate within 03
working days from the receipt of the request.

Article 69. Actions against
issuance of enterprise registration certificate without satisfactory documents
or without following procedures or in case information in an application for
enterprise registration is inaccurate and untruthful

1. Issuance of
enterprise registration certificate without satisfactory application or without
following prescribed procedures:

a) If an enterprise registration certificate has
been issued without following the prescribed procedures, the Business
Registration Office shall send a notification to the enterprise and re-issue an
enterprise registration certificate according to the prescribed procedures;

b) If an enterprise registration certificate has
been issued without a satisfactory application as prescribed, the Business
Registration Office shall notify that the enterprise registration certificate
issued without having a satisfactory application is invalid and request the
enterprise to submit a complete application within 30 days from the date of
notification in order to have an enterprise registration certificate re-issued. The enterprise may include contents of subsequent
applications or notifications of changes in a single application for
registration of changes;

c) If a certificate of changes to enterprise
registration information and other certificates of registration/notification
are issued without satisfactory documents, the Business Registration Office
shall notify that enterprise registration contents approved without satisfactory
documents are invalid, and issue enterprise registration certificate,
certificate of changes to enterprise registration information and other
certificates of registration/notification according to the latest satisfactory
application. The Business Registration Office
shall request the enterprise to submit a complete application as prescribed
within 30 days from the date of notification in order to be issued with
enterprise registration certificate, certificate of changes to enterprise
registration information and other certificates of registration/notification. The enterprise may include contents of subsequent
applications or notifications of changes in a single application for
registration of changes.

2. An application
for enterprise registration includes inaccurate and untruthful information

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The Business Registration Office shall request the
enterprise that fails to submit a complete application as prescribed to submit
reports according to Point c Clause 1 Article 216 of the Law on enterprises;

b) If an application for changes to enterprise
registration information includes inaccurate or untruthful information, the
Business Registration Office shall notify it to the competent authority to take
actions in accordance with regulations of law, and also notify that the issued
enterprise registration certificate/certificate of changes to enterprise
registration information shall be invalid, and issue enterprise registration
certificate/certificate of changes to enterprise registration information
according to the latest satisfactory application.

The Business Registration Office shall request the
enterprise to submit a complete application as prescribed within 30 days from
the date of notification in order to be issued with enterprise registration
certificate, certificate of changes to enterprise registration information. The enterprise may include contents of subsequent
applications or notifications of changes in a single application for
registration of changes.

3. Actions against
certificates of branch/representative office/business location registration and
certificates of changes to branch/representative office/business location
registration information which have been issued without satisfactory
applications or without following prescribed procedures or in case applications
contain inaccurate or untruthful information shall also comply with
corresponding provisions in Clause 1 and Clause 2 of this Article.

Article 70. Registration of
enterprise dissolution in cases specified in Points a, b and c Clause 1 Article
207 of the Law on enterprises

The dissolution of enterprise in cases specified in
Points a, b and c Clause 1 Article 207 of the Law on enterprises shall be
carried out according to the following procedures:

1. Within 07
working days from the day on which the resolution or decision on dissolution is
ratified according to Clause 1 Article 208 of the Law on Enterprises, the
enterprise shall send a notification on dissolution to the Business Registration
Office of province where it is headquartered. The
notification must be accompanied by the following documents:

a) The resolution or decision and the copy of the
minutes of meeting of the Board of Members of the multi-member limited
liability company or partnership, or of the General Meeting of Shareholders of
the joint-stock company, or the resolution or decision of the owner of the
single-member limited liability company on enterprise dissolution;

b) The debt payment plan (if any).

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3. Within 05
working days from the day on which the enterprise’s debts are fully paid, the
enterprise shall submit an application for dissolution to the Business
Registration Office of province where it is headquartered. An application for dissolution shall include the
documents mentioned in Clause 1 Article 210 of the Law on enterprises.

4. Before
submitting the application for dissolution, the enterprise must complete
procedures for shutdown of its branches/representative offices/business
locations with the Business Registration Office of provinces where the
branch/representative office/business location is situated.

5. After receiving
the application for dissolution, the Business Registration Office shall send
information about the dissolved enterprise to the tax authority. Within 02 working days from receipt of information
from the Business Registration Office, the tax authority shall give its
opinions about the enterprise’s fulfillment of tax liabilities to the Business
Registration Office. Within 05 working days
from the receipt of the application for dissolution, the Business Registration
Office shall change the enterprise’s legal status on the National Enterprise
Registration Database into “dissolved” if the tax authority has no objection,
and issue a notification of the enterprise’s dissolution.

6. After 180 days
from the receipt of the notification of dissolution, enclosed with the
resolution or decision on dissolution, if the Business Registration Office does
not receive the application for dissolution from the enterprise and receives no
written objections from relevant parties, it shall change the enterprise’s
legal status on the National Enterprise Registration Database into “dissolved”,
send information about the enterprise’s dissolution to the tax authority, and
issue a notification of enterprise’s dissolution within 03 working days from
the abovementioned deadline.

7. Within 180 days
from the receipt of the notification of dissolution, enclosed with the
resolution or decision on dissolution prescribed in Article 208 of the Law on
enterprises, if the Business Registration Office does not yet change the
enterprise’s legal status on the National Enterprise Registration Database into
“dissolved” and the enterprise wishes to cease dissolution procedures, it shall
send a notification of invalidation of the dissolution resolution or decision
to the Business Registration Office of province where it is headquartered. Such notification must be enclosed with the
resolution or decision of the owner of the single-member limited liability
company, or of the Board of Members of the multi-member limited liability
company or partnership, or of the General Meeting of Shareholders of the
joint-stock company, on invalidation of the dissolution resolution or decision. Within 03 working days from the receipt of the
notification of invalidation of the dissolution resolution or decision from the
enterprise, the Business Registration Office shall post the received
notification and the resolution or decision on invalidation of the dissolution
resolution or decision on the National Business Registration Portal, restore
the enterprise’s legal status on the National Enterprise Registration
Information System, and send information about the invalidation of the
dissolution resolution or decision to the relevant tax authority.

8. If an
enterprise uses a seal issued by a police authority, the seal and the certificate
of seal registration shall be returned to the police authority when following
dissolution procedures.

Article 71. Dissolution of
enterprise upon revocation of its enterprise registration certificate or under
a Court’s decision

1. Within 01 working
day from the date of issue of the decision to revoke enterprise registration
certificate or from the receipt of the effective court’s decision, the Business
Registration Office shall post the decision and notify the enterprise’s
“undergoing dissolution” status on the National Business Registration Portal,
change the enterprise’s legal status on the National Enterprise Registration
Database into “undergoing dissolution”, and send information about enterprise
dissolution to the tax authority, except the enterprise whose enterprise
registration certificate is revoked to serve the implementation of coercive
measures at the request of tax authorities.

2. Within 05
working days from the day on which the enterprise’s debts are fully paid, the
enterprise’s legal representative shall submit an application for dissolution
to the Business Registration Office of province where it is headquartered. Required documents and procedures for dissolution
of the enterprise shall comply with Clauses 3, 4 and 5 Article 70 hereof.

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Article 72. Shutdown of
branches, representative offices and business locations

1. Before
notifying the shutdown of a branch/representative office/business location, the
enterprise or its branch/representative shall fulfill tax liabilities with the
relevant tax authority in accordance with regulations of the Law on taxation.

2. Within 10
working days from the date of issue of the decision to shut down a branch/representative
office/business location, the enterprise shall send a notification of the
shutdown to the Business Registration Office of province where the
branch/representative office/business location is situated. In case of shutdown of a branch/representative
office, the notification must be enclosed with the resolution or decision and
the copy of the minutes of meeting of the Board of Members of the multi-member
limited liability company or partnership, or of the Board of Directors of the
joint-stock company, or the resolution or decision of the owner of the
single-member limited liability company on shutdown of branch/representative
office.

3. After receiving
the application for shutdown of a branch/representative office/business
location, the Business Registration Office shall send information about the
shut down branch/representative office/business location to the tax authority. Within 02 working days from the receipt of
information from the Business Registration Office, the tax authority shall give
its opinions about the fulfillment of tax liabilities by the
branch/representative office/business location to the Business Registration
Office. Within 05 working days from the
receipt of the application for shutdown of the branch/representative
office/business location, the Business Registration Office shall perform
shutdown of the branch/representative office/business location on the National
Enterprise Registration Database if it receives no objections from the tax
authority and issue a notification of shutdown of the branch/representative
office/business location.

4. The shutdown of
an enterprise’s overseas branch/representative office shall comply with the law
of the host country. Within 30 working days from the official date of shutdown
of an overseas branch/representative office, the enterprise must send a written
notification thereof to the Business Registration Office of province where the
enterprise is headquartered. The Business
Registration Office shall update information about the enterprise on the National
Enterprise Registration Database within 03 working days from the receipt of the
notification.

Article 73. Ceasing existence
of divided company, consolidating companies and acquired companies

1. After the
transferee companies (from a full division), consolidated company or acquiring
company are/is issued with enterprise registration certificate, the legal
status of the divided company, consolidating companies or acquired companies
shall be changed into “fully divided, consolidated or merged”. The Business Registration Offices of provinces
where the divided company, consolidating companies or acquired companies are
headquartered shall send relevant information to tax authorities. The tax authority shall send information shall send
information about the enterprise’s statement and transfer of tax liabilities to
the Business Registration Office.

2. Within 01
working day from the day on which the tax authority notifies that the divided
company, consolidating company or acquired company has completed the statement
and transfer of tax liabilities, the Business Registration Office of province
where the divided company, consolidating company or acquired company is
headquartered shall change the legal status of this company on the National
Enterprise Registration Database into “cease to exist” according to the process
on the National Enterprise Registration Information System.

3. The Business
Registration Office shall cease the existence of branches/representative
offices/business locations of the divided company, consolidating company or
acquired company before ceasing the existence of these companies on the
National Enterprise Registration Database according to the process on the
National Enterprise Registration Information System.

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5. In case the
divided company, consolidating company or acquired company is headquartered
outside the province where the transferee company, consolidated company or
acquiring company is headquartered, the Business Registration Office of the
province where the latter is headquartered shall send information to the
Business Registration Office of the province where the former is headquartered
to cease their existence on the National Enterprise Registration Database
according to the process on the National Enterprise Registration Information
System.

Article 74. Detecting
fraudulent information in application for enterprise registration

1. If there are
grounds to detect that information in an application for enterprise
registration is fraudulent, the relevant entity has the right to request the
Business Registration Office to revoke the enterprise registration certificate
and has the responsibility to provide one of the documents specified in Clause
2 of this Article to the Business Registration Office.

2. Documents
certifying information in an application for enterprise registration is fraudulent
include:

a) A copy of the document provided by a competent
authority to certify that its documents are forged;

b) A copy of the certification given by a police
authority that information in the application for enterprise registration is
fraudulent.

3. In case the
investigation into fraudulent information in an application for enterprise
registration is required to serve as the basis for revocation of enterprise
registration certificate according to Point a Clause 1 Article 212 of the Law
on enterprises, the Business Registration Office shall send a request, enclosed
with the application for enterprise registration, to the authorities mentioned
in Point a and Point b Clause 2 of this Article. Requested
authorities shall give their investigation results in writing to the Business
Registration Office within 30 days from the receipt of the enterprise’s
request. If the information in the application
for enterprise registration is certified fraudulent according to the
investigation results given by the aforementioned authorities, the Business
Registration Office shall revoke enterprise registration certificate according
to the procedures in Clause 1 Article 75 hereof.

Article 75. Procedures for
revocation of enterprise registration certificate

1. In case the
application for enterprise registration contains fraudulent information:

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b) In case the application for changes to
enterprise registration information or notification of changes to enterprise
registration information is found fraudulent, the Business Registration Office
shall issue a notice of violations and a decision to cancel the changes that
are made according to fraudulent information, and issue the enterprise
registration certificate/certificate of changes to enterprise registration
information according to the latest valid documents. The
Business Registration Office shall request the enterprise to submit a complete
application in order to be issued with enterprise registration
certificate/certificate of changes to enterprise registration information. The enterprise may include contents of subsequent
applications or notifications of changes in a single application for
registration of changes;

c) The Business Registration Office shall notify
the fraudulent application for enterprise registration to competent authorities
for considering and taking actions in accordance with regulations of law.

2. In case an
enterprise is established by an entity that is banned from establishing
enterprises as prescribed in Clause 2 Article 17 of the Law on Enterprises:

a) If the enterprise is a sole proprietorship or
single-member limited liability company owned by an individual: The Business
Registration Office where the enterprise is registered shall issue a notice of
violations and a decision to revoke the enterprise registration certificate.

b) If the enterprise is a multi-member limited
liability company, single-member limited liability company owned by an
organization, joint-stock company, or partnership: The
Business Registration Office where the enterprise is registered shall request
the enterprise in writing to replace its member(s) or shareholder(s) that
is/are banned from establishing enterprises within 30 days from the date of
request. If such member(s) or shareholder(s) is/are not replaced by the
aforementioned deadline, the Business Registration Office shall issue a notice
of violations and a decision to revoke the enterprise registration certificate.

3. In case the
enterprise suspends its business for 01 year without notifying the business
registration authority and the tax authority, the Business Registration Office
shall issue a notice of violations and request the enterprise’s legal
representative to provide explanation at its office. If
the enterprise’s legal representative fails to provide explanation within 10
working days from the deadline written in the notice or provides implausible
explanation, the Business Registration Office shall issue a Decision to revoke
the enterprise registration certificate.

4. In case an
enterprise fails to send reports as prescribed in Point c Clause 1 Article 216
of the Law on enterprises, within 10 working days from the deadline prescribed
in Point d Clause 1 Article 212 of the Law on Enterprises, the Business
Registration Office shall issue a notice of violations and request the
enterprise’s legal representative to provide explanation at its office. If the enterprise’s legal representative fails to
provide explanation within 10 working days from the deadline written in the
notice or provides implausible explanation, the Business Registration Office
shall issue a decision to revoke the enterprise registration certificate.

5. In case the
Court decides to revoke the enterprise registration certificate, the Business
Registration Office shall issue a decision to revoke the enterprise
registration certificate according to the Court’s decision within 03 working
days from the day on which the Business Registration Office receives the
court’s decision.

6. In case the
Business Registration Office receives a request for revocation of the
enterprise registration certificate from a competent authority as prescribed by
law, the Business Registration Office shall revoke the enterprise registration
certificate according to the procedures in Clause 3 of this Article.

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8. After receiving
the decision to revoke the enterprise registration certificate, the enterprise
shall follow dissolution procedures as prescribed in Article 209 of the Law on
enterprises, except the enterprise whose enterprise registration certificate is
revoked to serve the implementation of coercive measures at the request of tax
authorities.

9. Information
about revocation of the enterprise registration certificate shall be entered
into the National Enterprise Registration Information System and sent to the
tax authority within 01 working day from the date of issue of the decision to
revoke the enterprise registration certificate.

10. Within 02
working days from the date of issue of the notice that the enterprise’s
violation results in revocation of its enterprise registration certificate or
the date of issue of the decision to revoke the enterprise registration
certificate, the Business Registration Office shall send the abovementioned
notice or decision to the enterprise’s headquarters address and post relevant
information on the National Business Registration Portal.

11. Enterprises
operating under their investment licenses, investment certificates (also
business registration certificates) or other documents of equivalent validity
shall have business registration contents revoked in cases mentioned in Clause
1 Article 212 of the Law on enterprises. Revocation
procedures shall comply with Clauses 1, 2, 3, 4, 5 and 6 of this Article. The Business Registration Office shall issue a
decision to revoke business registration contents without revoking the
investment license, investment certificate (also business registration certificate)
or another document of equivalent validity. Contents
about the investment project included in the investment license, investment
certificate (also business registration certificate) or another document of
equivalent validity shall be handled in accordance with regulations of the Law
on investment.

The Business Registration Office shall send the
revocation decision to the investment registration authority for cooperating in
performing state management of enterprises.

Article 76. Restoration of an
enterprise’s legal status after its enterprise registration certificate is
revoked

1. The Business
Registration Office shall issue a decision to invalidate the decision to revoke
the enterprise registration certificate and restore the enterprise’s legal status
on the National Enterprise Registration Information System in the following
cases:

a) The Business Registration Office determines that
the enterprise is not subject to revocation of the enterprise registration
certificate;

b) The Business Registration Office receives a
written request from the tax authority for restoration of the enterprise’s
legal status after the enterprise registration certificate is revoked due to
collection of tax debts before the enterprise’s legal status on the National
Enterprise Registration Database is changed into “dissolved”.

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(028) 3930 3279

DĐ:

0906 22 99 66

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3. Within 01
working day from the date of issue of the decision to invalidate the decision
to revoke the enterprise registration certificate, the Business Registration
Office shall send the abovementioned decision to the enterprise’s headquarters
address, send information about the invalidation of the decision to revoke the
enterprise registration certificate and restoration of the enterprise’s legal
status to the tax authority, and post that decision on the National Business
Registration Portal.

Article 77. Revocation of
certificates of branch/representative office registration

1. The certificate
of branch/representative office registration shall be revoked in the following
cases:

a) The application for registration of
branch/representative office contains fraudulent information;

b) The branch/representative office is suspended
for 01 year without notifying the Business Registration Office and the tax
authority;

c) The certificate of branch/representative office
registration is revoked according to a Court’s decision or request of a
competent authority as prescribed by law.

2. If the
information in an application for registration of a new branch/representative
office is found fraudulent, the Business Registration Office shall issue a
notice of violations and a decision to revoke the certificate of
branch/representative office registration.

If the information in an application for changes to
branch/representative office registration information is found fraudulent, the
Business Registration Office shall issue a notice of violations and a decision
to cancel the changes that are made according to fraudulent information, and
issue the certificate of branch/representative office registration and
certificate of changes to branch/representative office registration information
according to the latest valid documents, and also give a notification thereof
to competent authorities for taking actions in accordance with regulations of
law. The Business Registration Office shall
request the enterprise to submit a complete application in order to be issued
with certificate of branch/representative office registration and certificate
of changes to branch/representative office registration information. The enterprise may include contents of subsequent
applications or notifications of changes in a single application for
registration of changes.

3. In case the
branch/representative office is suspended for 01 year without giving a
notification, the Business Registration Office shall issue a notice of
violations and request the enterprise’s legal representative to provide
explanations at its office. If the
enterprise’s legal representative fails to provide explanation within 10
working days from the deadline written in the notice or provides implausible
explanation, the Business Registration Office shall issue a decision to revoke
the certificate of branch/representative office registration.

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DĐ:

0906 22 99 66

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5. In case the
Business Registration Office receives a request for revocation of the
certificate of branch/representative office registration from a competent
authority as prescribed by law, within 10 working days from the receipt of the
request, the Business Registration Office shall revoke the certificate of
branch/representative office registration according to the procedures in Clause
3 of this Article.

6. Branches/representative
offices operating under their investment licenses, investment certificates
(also business registration certificates) or other documents of equivalent
validity, certificates of branch/representative office registration issued by
investment registration authorities shall have operation registration contents
revoked in the cases mentioned in Clause 1 of this Article. Revocation procedures shall comply with Clauses 2,
3, 4 and 5 of this Article. The Business
Registration Office shall issue a decision to revoke business registration
contents without revoking the investment license, investment certificate (also
business registration certificate) or another document of equivalent validity,
or certificate of branch/representative office registration issued by the
investment registration authority. Contents
about the investment project included in the investment license, investment
certificate (also business registration certificate) or another document of
equivalent validity shall be handled in accordance with regulations of the Law
on investment.

The Business Registration Office shall send the
revocation decision to the investment registration authority for cooperating in
performing state management tasks.

7. Within 02
working days from the date of issue of the notice that the violation committed
by the branch/representative office results in revocation of the certificate of
branch/representative office registration or the decision to revoke the
certificate of branch/representative office registration, the Business
Registration Office shall send the abovementioned notice or decision to the
enterprise’s headquarters address and post relevant information on the National
Business Registration Portal.

8. Information
about revocation of the certificate of branch/representative office
registration shall be entered into the National Enterprise Registration
Information System and sent to the tax authority within 01 working day from the
date of issue of the decision to revoke the certificate of
branch/representative office registration.

9. The Business
Registration Office shall issue a decision to invalidate the revocation
decision and restore the validity of the certificate of branch/representative
office registration in the following cases:

a) The Business Registration Office determines that
the branch/representative office is not subject to revocation of the
certificate of branch/representative office registration;

b) The Business Registration Office receives a
written request from the tax authority for invalidation of the revocation
decision and restoration of validity of the certificate of
branch/representative office registration after it is revoked to serve the collection
of tax debts.

The Business Registration Office shall take
responsibility for its decision to invalidate the revocation decision and
restore the validity of the certificate of branch/representative office
registration. Within 01 working day from the
date of issue of the decision to invalidate the revocation decision and restore
the validity of the certificate of branch/representative office registration,
the Business Registration Office shall send the abovementioned decision to the
enterprise’s headquarters address, post it on the National Business
Registration Portal, and send information about the invalidation of the
revocation decision and restoration of the validity of the certificate of
branch/representative office registration to the tax authority.

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(028) 3930 3279

DĐ:

0906 22 99 66

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Article 78. Procedures for
publishing of the court’s decision to initiate bankruptcy proceedings and
decision to declare an enterprise bankrupt

1. Within 03
working days from the receipt of the court’s decision to initiate bankruptcy
proceedings, the Business Registration Office shall publish it on the National
Business Registration Portal, and change the enterprise’s legal status on the National
Enterprise Registration Database into “undergoing bankruptcy proceedings”.

2. Within 03
working days from the receipt of the court’s decision to declare an enterprise
bankrupt, the Business Registration Office shall publish it on the National
Business Registration Portal, and change the enterprise’s legal status on the
National Enterprise Registration Database into “bankrupt”.

Chapter VIII

HOUSEHOLD BUSINESSES AND
REGISTRATION OF HOUSEHOLD BUSINESSES

Article 79. Household business

1. A household business
is established by an individual or family household members that shall take
responsibility for business operations of the household business with all of
their property. If a household business is
established by members of a family household, one of them shall be authorized
to act as the representative of the household business.
The individual applying for registration of household business or the
person authorized by the family household members to act as the representative
of the household business shall be the owner of the household business.

2. Households
engaged in agriculture, forestry, aquaculture, salt production, street vendors,
nomadic or seasonal businesspeople, and service providers earning low revenues
are not required to apply for establishment of household businesses, except for
conditional business lines. The provincial People’s Committees shall specify
the low revenues applied within their provinces.

Article 80. Rights to
establish household businesses and obligations to apply for household business
registration

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0906 22 99 66

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a) Minors; people with limited legal capacity;
incapacitated people; people having difficulties in controlling their
behaviors;

b) People who are facing criminal prosecution, kept
in temporary detention, serving an imprisonment sentence, serving an
administrative penalty in a correctional institution or rehabilitation center,
or is prohibited by the court from holding certain positions or doing certain
works;

c) Other cases prescribed by relevant laws.

2. Each individual
or family household member mentioned in Clause 1 of this Article may register
only one household business nationwide, and is entitled to contribute capital
to and buy shares/stakes of other enterprises as an individual.

3. Individuals and
family household members that apply for household business registration must
not concurrently hold the position of sole proprietor, general partner of a
partnership, unless otherwise agreed by the other general partners.

Article 81. Rights and
obligations of owners of household businesses and family household members
applying for household business registration

1. The owner of a
household business shall fulfill tax and other financial liabilities, and
perform business operations of the household business in accordance with
regulations of law.

2. The owner of a
household business shall represent the household business in civil proceedings,
as the plaintiff, defendant, person with relevant interests and duties in front
of the court or arbitral tribunal, and perform other rights and obligations as
prescribed by law.

3. The owner of a
household business may hire another person to manage and direct business
operations of the household business. In this
case, the owner and other family household members applying for household
business registration remain liable for debts and other asset-related
liabilities arising from business operations.

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DĐ:

0906 22 99 66

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5. They shall
perform other rights and obligations as prescribed by law.

Article 82. Certificate of
household business registration

1. Certificates of
household business registration shall be issued to household businesses that
are duly established and operating under this Decree.
A household business shall be issued with the certificate of household
business registration if all of the following conditions are satisfied:

a) The registered business lines are not banned;

b) The name of the household business is
conformable with regulations of Article 88 hereof;

c) The application for household business
registration is valid;

d) Fees for household business registration are fully
paid.

2. The certificate
of household business registration is issued according to information in the
application for household business registration, which is provided by the
household business founder.

3. Information on
the certificate of household business registration is effective from its date
of issue; the household business is entitled to do business from the date of
issue of the certificate of household business registration, except for
conditional business lines. In case the household business registers the date
of commencement of business after the date of issue of the certificate of
household business registration, the household business is entitled to do
business from the registered date, except for conditional business lines.

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DĐ:

0906 22 99 66

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5. The household
business is entitled to request the district-level business registration
authority to provide copies of the certificate of household business
registration and pay fees for them.

Article 83. Household business
ID number

1. The
district-level business registration authority shall write the household business
ID number on the certificate of household business registration as follows:

a) Provincial code: 02 digits;

b) District code: 01 letter in the Vietnamese
alphabet;

c) Code of the business type: 01 character, 8 =
household business;

d) The ordinal number of the household business: 06
digits from 000001 to 999999.

2. Subsequent
letters of the Vietnamese alphabet shall be used for the codes of districts,
district-level towns or provincial cities that are established after the
effective date of this Decree.

3. If an
urban/suburban district, district-level town or provincial city is divided
after the effective date of this Decree, the old code shall be used by the
divided administrative division and the subsequent letter in the Vietnamese
alphabet shall be used for the code of the new administrative division.

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(028) 3930 3279

DĐ:

0906 22 99 66

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Article 84. Rules for
household business registration

1. The household
business or its founder shall complete the application for household business
registration and take legal responsibility for the legitimacy, truthfulness,
and accuracy of information therein.

2. The
district-level business registration authority is responsible for the
legitimacy of the application for household business registration, not
violations of law committed by the household business or its founder.

3. The
district-level business registration authority is not responsible for settling
disputes between individuals of a household business or between the them with
other entities.

4. The owner of
the household business may authorize another entity to follow procedures for
household business registration as prescribed in Article 12 hereof.

Article 85. Quantity of
application for household business registration

1. The household
business or its founder shall submit 01 application to the district-level
business registration authority when following procedures for household
business registration.

2. The
district-level business registration authority is not allowed to request the
household business or its founder to submit more applications or documents
other than those in the application for household business registration as
prescribed.

Article 86. Business location
of a household business

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(028) 3930 3279

DĐ:

0906 22 99 66

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2. A household
business may carry out business operations at multiple locations but must
select a location as its headquarters and notify it to tax authorities and
market surveillance authorities at places of other business locations.

Article 87. Household business
registration

1. The household business
registration shall be carried out at the business registration authority of
district where the household business is headquartered.

2. An application
for household business registration includes:

a) The application form for household business
registration;

b) Legal documents of the owner of the household
business or family household members applying for household business
registration;

c) The copy of the minutes of meeting of family
household members on establishment of household business in case the household
business is established by family household members;

d) The copy of the letter of authorization made by
the family household members to authorize a person to act as the owner of the
household business in case the household business is established by family
household members.

3. When receiving
the application, the district-level business registration authority shall give
a confirmation slip and issue the certificate of household business
registration to the household business within 03 working days from the receipt
of the valid application.

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(028) 3930 3279

DĐ:

0906 22 99 66

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4. After 03
working days from the date of submission of the application for household
business registration, if neither the certificate of household business
registration is issued nor the notification of necessary revisions is given,
the household business or its founder is entitled to lodge a complaint or
denunciation in accordance with regulations of the Law on complaints and
denunciation.

5. In the first
week of every month, the district-level business registration authority shall
send a list of household businesses registered in the previous month to the tax
authority of the same district, the Business Registration Office, and
regulatory agencies of the province.

Article 88. Naming of
household businesses

1. Each household
business has its own name. The name of a household business shall consist of
two elements as follows:

a) The phrase “Hộ kinh doanh”;

b) The proper name.

The proper name consists of letters in the Vietnamese
alphabet, the letters F, J, Z, W, digits, and symbols.

2. It is
prohibited to use words or symbols that contradict Vietnam’s tradition,
history, culture, and ethics in the proper name of the household business.

3. The name of a household
business must not consist of the phrase “công ty” or “doanh nghiệp”.

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(028) 3930 3279

DĐ:

0906 22 99 66

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Article 89. Business lines of
a household business

1. When applying
for registration of a new household business, the household business shall
write the business lines on the application form for household business
registration or notification of changes to household business registration
information. The district-level business
registration authority shall write the business lines on the certificate of
household business registration.

2. A household
business are entitled to engage in conditional business lines from the day on
which all business conditions are fulfilled and must maintain the fulfillment
of such conditions throughout its operation. Specialized
agencies are in charge of management and inspection of conditional business
lines and fulfillment of conditions.

3. In case the
district-level business registration authority receives a notification from a
competent authority that the household business engages in conditional business
lines without satisfying all conditions, the district-level business
registration authority shall request the household business to stop engaging in
the conditional business lines and notify a competent authority to handle the
case in accordance with regulations of law.

Article 90. Registration of
changes to household business registration information

1. The owner of
the household business shall apply for registration of changes to the
certificate of household business registration with the business registration
authority within 10 days from the occurrence of such changes.

2. When changing
household business registration information, except the cases prescribed in
Clause 3 and Clause 4 of this Article, the household business shall send an
application for changes to household business registration information to the
district-level business registration authority where the household business is
registered. The application includes the
following documents:

a) The notification of changes to household
business registration information which bears the signature of the owner of the
household business;

b) The copy of the minutes of meeting of family
household members on changes to household business registration information if
the household business is established by family household members;

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(028) 3930 3279

DĐ:

0906 22 99 66

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a) The notification of replacement of the owner of
the household business which bears the signatures of the old owner and the new
older, or which bears the signature of the new owner in case of replacement of
the owner of the household business due to inheritance;

b) A sale contract or documents proving completion
of the sale of the household business; donation contract; copy of the
certificate of the inheritor’s lawful right to inheritance in case of
replacement of the owner of the household business due to inheritance;

c) The copy of the minutes of meeting of family
household members on replacement of the owner of the household business if the
household business is established by family household members;

After the sale, donation or inheritance of the
household business, the household business shall still be liable to debts and
other asset-related liabilities incurred by the household business before the
transfer of the household business, unless otherwise agreed upon by the
household business, buyer, beneficiary, inheritor and creditors.

4. In case a
household business is relocated to another district, the household business
must send an application for relocation to the business registration authority
of the district to which it is relocated. The
application must include copies of the following documents:

a) The notification of changes to household
business registration information which bears the signature of the owner of the
household business;

b) The copy of the minutes of meeting of family
household members on relocation of the household business if the household
business is established by family household members;

c) Copies of legal documents of the owner of the
household business or family household members applying for household business
registration.

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(028) 3930 3279

DĐ:

0906 22 99 66

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Within 03 working days from the issuance date of
the certificate of business household registration, the business registration
authority of the district to which the household business is relocated must
send a notification to the business registration authority of the district
where the business household was registered.

6. When receiving
a new certificate of household business registration in case of changes to
household business registration information, the old certificate must be
returned.

Article 91. Business
suspension and resumption of business ahead of notified schedule

1. If the
suspension period is 30 days or longer, the household business must send a
notification to the business registration authority of district where it was
registered and its supervisory tax authority.

2. If the
household business suspends business or resumes its business ahead of the
notified schedule, the household business shall send a written notification to
the business registration authority of district where it was registered at
least 03 working days before the planned date of business suspension or
resumption of business ahead of the notified schedule.
Such notification must be enclosed with the copy of the minutes of the
meeting of family household members on business suspension or resumption of
business ahead of schedule if the household business is established by family
household members. When receiving the
notification, the district-level business registration authority shall give a
confirmation slip to the household business. Within
03 working days from the receipt of the valid application, the district-level
business registration authority shall issue a certificate of registration of
business suspension or certificate of registration of resumption of business
ahead of the notified schedule to the household business.

Article 92. Shutdown of
household business

1. When a
household business shuts down, it must send a notification of shutdown of
operation to the district-level business registration authority where it was
registered. The notification must be accompanied by the following documents:

a) The notification of invalidation of TIN by the
tax authority;

b) The copy of the minutes of meeting of family
household members on shutdown of the household business if the household business
is established by family household members;

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(028) 3930 3279

DĐ:

0906 22 99 66

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2. The household
business shall fully pay debts, including tax debts and financial liabilities
which have been not yet fulfilled before submitting the application for
shutdown of the household business, unless otherwise agreed upon by the
household business and its creditors. The
district-level business registration authority shall consider the validity of
received documents and give a notification of shutdown to the household
business.

Article 93. Revocation of
certificate of household business registration

1. A household
business shall have its certificate of household business registration revoked
in the following cases:

a) Information provided in the application for
household business registration is fraudulent;

b) The business is suspended for more than 06
consecutive months without notifying the district-level business registration
authority where the business household was registered and the tax authority;

c) The household business engages in banned
business lines;

d) The household business is established by
person(s) banned from establishing the household business;

dd) The household business fails to send reports as
prescribed in Clause 6 Article 16 hereof to the district-level business
registration authority within 03 months from the prescribed deadline or the
receipt of written request;

e) It is revoked under a Court’s decision or at the
request of a competent authority as prescribed by law.

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(028) 3930 3279

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0906 22 99 66

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If the application for changes to household
business registration information is found fraudulent, the district-level
business registration authority shall issue a notice of violations, cancel the
changes to household business registration information made according to
fraudulent information, issue the certificate of household business
registration according to latest valid documents, and notify it to the
competent authority to take actions in accordance with regulations of law. The district-level business registration authority
requests the household business to submit a complete application to be issued
with the certificate of household business registration. The household business may include contents of subsequent
applications for changes in a single application for registration of changes.

3. In case the
household business suspends business for more than 06 consecutive months
without notifying the district-level business registration authority where the
household business was registered or without submitting reports as prescribed
in Point dd Clause 1 of this Article, the district-level business registration
authority shall issue a notice of violations and request the owner of the
household business to provide explanation at the office of the district-level
business registration authority. If the owner
of the household business fails to provide explanation within 10 working days
from the deadline written in the notice or provides implausible explanation,
the district-level business registration authority shall issue a decision to
revoke the certificate of household business registration. The district-level business registration authority
shall cooperate with relevant authorities to consider the explanation provided
by the household business.

4. In case the
household business engages in banned business lines, the district-level
business registration authority shall issue a notice of violations and a
decision to revoke the certificate of household business registration.

5. In case the
household business is established by persons banned from establishing household
businesses:

a) If the household business is established by an
individual banned from establishing household businesses, the district-level
business registration authority shall issue a notice of violations and a
decision to revoke the certificate of household business registration;

b) If the household business is established by
family household members that include the individual banned from establishing
household businesses, the district-level business registration authority shall
request the household business to replace such individual within 15 working
days from the date of request. If the
household business fails to replace the banned individual, the district-level
business registration authority shall issue a notice of violations and a
decision to revoke the certificate of household business registration.

6. In case the
Court decides to revoke the certificate of household business registration, the
district-level business registration authority shall issue a decision to revoke
the certificate of household business registration according to the Court’s
decision within 03 working days from the date of receipt of the court’s
decision.

7. In case the
district-level business registration authority receives a request for
revocation of the certificate of household business registration from a
competent authority as prescribed by law, within 10 working days from the
receipt of the request, the district-level business registration authority
shall revoke the certificate of household business registration according to
the procedures in Clause 3 of this Article.

8. After receiving
the decision to revoke the certificate of household business registration, the
household business must follow procedures for shutdown according to Article 92
hereof, except the household business whose certificate of household business
registration to serve the collection of tax debts at the request of the tax
authority.

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Article 94. Re-issuance of
certificate of household business registration

1. In case a
certificate of household business registration is lost, burned, damaged, or
otherwise destroyed, the household business may submit an application for
reissuance of the certificate of household business registration to the
business registration authority of district where the household business is
headquartered. The district-level business
registration authority shall consider re-issuing the certificate of household
business registration within 03 working days from the receipt of the
application.

2. Actions against
issuance of certificate of household business registration without a
satisfactory application or without following procedures:

a) If a certificate of household business
registration has been issued without following the prescribed procedures, the
district-level business registration authority shall send a notification to the
household business and re-issue the certificate of household business
registration according to the prescribed procedures;

b) If a certificate of household business
registration has been issued without a satisfactory application as prescribed,
the district-level business registration authority shall notify that the
certificate of household business registration issued without a satisfactory
application is invalid, and request the household business to submit a complete
application within 30 days from the date of notification in order to be issued
with a certificate of household business registration.
The household business may include contents of subsequent applications
for changes in a single application for registration of changes;

c) If changes to the household business
registration information are approved without a satisfactory application, the
district-level business registration authority shall notify that the
certificate of household business registration issued without satisfactory
application is invalid, and issue a certificate of household business
registration according to the latest valid application.
The district-level business registration authority shall request the
household business in writing to submit a complete application within 30 days
from the date of request in order to be issued with the certificate of
household business registration. The household
business may include contents of subsequent applications for changes in a
single application for registration of changes.

3. Actions against
the issuance of certificate of household business registration in case information
in the application for household business registration is inaccurate or
untruthful:

a) If an application for household business
registration contains inaccurate or untruthful information, the district-level
business registration authority shall notify it to the competent authority to
take actions in accordance with regulations of law, notify that the certificate
of household business registration issued according to the application
containing inaccurate or untruthful information is invalid, and request the
household business to submit a complete application within 30 days from the
date of notification in order to be issued with the certificate of household
business registration. The household business
may include contents of subsequent applications for changes in a single
application for registration of changes.

If the household business fails to submit a
complete application as prescribed, the district-level business registration
authority requests the household business to submit reports according to Clause
6 Article 16 hereof;

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(028) 3930 3279

DĐ:

0906 22 99 66

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4. When a
household business is issued with a new certificate of household business
registration, the old certificates are no longer effective.

Chapter IX

IMPLEMENTATION

Article 95. Penalties and
rewards

1. Officials who
request enterprise founders/household businesses to submit additional
documents, impose new procedures or conditions for enterprise/household
business registration against this Decree, or harass entities during the
processing of applications for enterprise/household business registration or
during inspection of enterprise/household business registration information
shall be liable to penalties in accordance with regulations of law.

2. Business
registration authorities and officials that accomplish enterprise/household
business registration tasks shall be rewarded as prescribed.

Article 96. Transition clauses
for enterprises operating under business registration certificates or
certificates of business registration and tax registration

Enterprises issued with certificates of business
registration or certificates of business registration and tax registration
shall keep operating under such certificates without having to apply for
enterprise registration certificates. Enterprises
shall be issued with enterprise registration certificates at their request or
when applying for changes to enterprise registration information according to
the following provisions:

1. Any enterprise
that wishes to replace its certificate of business registration or certificate
of business registration and tax registration with an enterprise registration
certificate without changing business registration and tax registration
information shall submit an application form enclosed with the original
certificate of business registration and original tax registration certificate
or original certificate of business registration and tax registration to the
Business Registration Office in order to be issued with the enterprise
registration certificate.

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(028) 3930 3279

DĐ:

0906 22 99 66

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Article 97. Transition clauses
for enterprises operating under investment licenses, investment certificates
(also business registration certificates) or other documents of equivalent
validity

1. Enterprises
issued with investment licenses or investment certificates (also business
registration certificates) or other documents of equivalent validity shall keep
operating under such licenses or certificates without having to apply for
enterprise registration certificates.

2. Enterprises
operating under investment licenses, investment certificates (also business
registration certificates) or other documents of equivalent validity shall
start operating under enterprise registration certificates in the following
cases:

a) The enterprise wishes to apply for enterprise
registration certificate without changes to enterprise registration
information. In this case, the enterprise
shall submit an application to the Business Registration Office of province
where it is headquartered. The application
shall contain the request for updates to enterprise registration information,
the copy of the investment license, investment certificate (also business
registration certificate) or another document of equivalent validity, and the
copy of certificate of tax registration;

b) The enterprise applies for registration or
notification of changes to enterprise registration information, business
suspension, resumption of business ahead of schedule, or registration of
branch/representative office/business location within the same province where
the enterprise is headquartered. In this case, the enterprise shall submit an
application to the Business Registration Office of province where it is headquartered. The application shall include the documents
corresponding to the registration/notification contents as prescribed herein
and the documents specified in Point a Clause 2 of this Article;

c) The enterprise wishes to apply for certificate
of branch/representative office/business location registration as a replacement
for operation registration contents on the investment license, investment
certificate (also business registration certificate) or another document of
equivalent validity, or certificate of branch/representative office
registration issued by the investment registration authority without changes in
operation registration contents for a branch/representative office/business
location established within the same province where the enterprise is
headquartered. In this case, the enterprise
shall submit an application to the Business Registration Office of province
where it is headquartered. The application
shall include the documents in Point a Clause 2 of this Article and the request
for updates to branch/representative office/business location registration
information, the copy of the certificate of branch/representative office
registration issued by the investment registration authority, and the copy of
tax registration certificate of the branch/representative office;

d) The enterprise applies for changes to operation
registration information, business suspension, resumption of business ahead of
schedule, or shutdown of branch/representative office/business location
registration on the investment license, investment certificate (also business
registration certificate) or another document of equivalent validity, or
certificate of branch/representative office registration issued by the
investment registration authority for a branch/representative office/business
location established within the same province where the enterprise is
headquartered. In this case, the enterprise
shall submit an application to the Business Registration Office of province
where it is headquartered. The application
shall include the corresponding documents as prescribed herein and the
documents specified in Point c Clause 2 of this Article.

3. If a
branch/representative office/business location is established outside the
province where the enterprise is headquartered, the enterprise shall follow
procedures for conversion of enterprise registration certificate with the
Business Registration Office of province where the enterprise is headquartered
as prescribed in Point a Clause 2 of this Article before following procedures
for establishment/registration of changes to operation registration
information, business suspension or resumption of business ahead of schedule,
or shutdown of the branch/representative office/business location with the
Business Registration Office of province where that branch/representative
office/business location is situated. In this
case, the application for establishment/registration of changes to operation
registration information, business suspension or resumption of business ahead
of schedule, or shutdown of the branch/representative office/business location
shall comply with the provisions in Pints b, c and d Clause 2 of this Article,
which excludes the documents in Point a Clause 2 of this Article.

4. Enterprises
that operate under investment licenses or investment certificates (also
business registration certificates) or other documents of equivalent validity
and apply for dissolution are not required to apply for enterprise registration
certificates. In this case, the application
for dissolution shall include the documents in Clause 1 Article 210 of the Law
on enterprises and the documents in Point a Clause 2 of this Article.

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0906 22 99 66

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6. When receiving
the application from the enterprise, the Business Registration Office shall
give a confirmation slip to the enterprise, examine the validity of the
received application and issue enterprise registration certificate, certificate
of branch/representative office/business location registration, certificate of
changes to enterprise registration information and other relevant certificates
as prescribed in this Decree.

Article 98. Transition clauses
for securities companies, securities investment fund management companies,
branches in Vietnam of foreign securities companies or foreign fund management
companies that are established and operate under securities trading licenses

Within 02 years from January 01, 2021, securities
companies, securities investment fund management companies, branches in Vietnam
of foreign securities companies or foreign fund management companies that have
been issued with licenses for establishment and operation by SSC before January
01, 2021 and meet the requirements in Clause 1 Article 135 of the Law on
securities may apply for enterprise registration/branch registration with the
Business Registration Office of province where the company is headquartered or
the branch is situated. The application shall
include the request for updates to enterprise registration information or the
request for updates to branch operation registration information, the copy of
the license for establishment and operation and the copy of the tax
registration certificate.

Article 99. Transition clauses
for household businesses established by family households or groups of
individuals

1. Household
businesses that are established by family households or groups of individuals and
issued with certificates of household business registration before this Decree
comes into force are not required to follow procedures for household business
registration according to regulations herein.

2. If the
household business that is established by a group of individuals before this
Decree comes into force applies for changes to household business registration
information, or notifies business suspension, resumption of business ahead of
schedule, or shutdown, the minutes of meeting of the group of individuals
establishing the household business shall be used as a replacement for the
minutes of meeting of family household members included in the application. The
abovementioned household business shall only follow procedures for replacement
of members if there are any members stop engaging in the household business.

Article 100. Effect

1. This Decree
comes into force from January 04, 2021.

2. This Decree
supersedes the Government’s Decree No. 78/2015/ND-CP dated September 14, 2015
and the Government’s Decree No. 108/2018/ND-CP dated August 23, 2018.

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(028) 3930 3279

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0906 22 99 66

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1. The Ministry of
Planning and Investment promulgates forms used in enterprise registration in
accordance with regulations herein.

2. Ministers,
Heads of ministerial agencies, Heads of Governmental agencies, Chairpersons of
provincial People’s Committees, and regulated entities of this Decree are
responsible for the implementation of this Decree.

ON BEHALF OF
THE GOVERNMENT
THE PRIME MINISTER

Nguyen Xuan Phuc