Thông tư liên tịch 05/2008/TTLT-BKH-BTC-BCA

JOINT CIRCULAR

NO. 05/2008/TTLT/BKH-BTC-BCA OF JULY 29,2008, GUIDING THE MECHANISM FOR COORDINATION AMONG AGENCIES IN CHARGE OF BUSINESS REGISTRATION, TAX REGISTRATION AND SEAL REGISTRATION FOR ENTERPRISES ESTABLISHED AND OPERATING UNDER THE ENTERPRISE LAW

Pursuant to the Government s Resolution No. 59/2007/NO-CP of November 30, 2007, on a number qf solutions to problems in construction investment activities and reform of some administrative procedures applicable to enterprises:
Pursuant to the Government s Decree No. 88/ 2006/ND-CP of August 29, 2006, on business registration;
Pursuant to the Government's Decree No. 139/ 2006/ND-CP of September5,2006. detailing the implementation of a number of articles of the Enterprise Law;
Pursuant to the Government s Decree No. 58/ 2001/ND-CP of August 24, 2001. on management and use of seals;
Pursuant to the Government's Decree No. 85/ 2007/ND-CP of May 25. 2007, detailing the implementation of a number of articles of the Tax Administration Law;
The Planning and Investment Ministry, the Finance Ministry and the Public Security Ministry jointly guide the mechanism for coordination among agencies in charge of business registration, tax registration and seal registration for enterprises established and operating under the Enterprise Law.

I. GENERAL PROVISIONS

1. Scope of regulation

This Circular provides guidance on dossiers, order and mechanism for coordination among agencies settling administrative procedures for business registration, tax registration and seal registration for enterprises and their branches and representative offices set up and operating under the Enterprise Law.

2. Subjects of application

This Circular applies to organizations and individuals that make business, tax and seal registration upon their establishment or the setting up of their branches or representative offices or any change in their business registration: Planning and Investment Services, Tax Departments and Police Departments of provinces and centrally run cities.

3. Principles for settling administrative procedures

The conditions on grant of business and tax registration certificates are specified in Article 24 of the Enterprise Law and the Tax Administration Law.

Business registration offices are only responsible for the validity of dossiers under Clause 3. Article 4 of the Enterprise Law. which must contain all required documents completely filled in under the Enterprise Law.

Enterprise founders and other founding members (if any) shall take responsibility for the accuracy, truthfulness and legality of contents of their business and tax registration dossiers, and the lawfulness of the corporate charters. In case contents of business and tax registration dossiers are untruthful and inaccurate or falsified, or corporate charters are incompliant with law. these violations will be handled according to regulations, depending on their severity.

Disputes between members of enterprises in the course of operation fall under the jurisdiction of courts under the Civil Procedure Code.

4. Results of settlement of administrative procedures for business, tax and seal registration

Results of settlement of administrative procedures for business and tax registration are business and tax registration certificates (for enterprises) or operation and tax registration certificates (for branches and representative offices). Model business and tax registration certificate and model operation and tax registration certificate are provided in Appendix IV to the Planning and Investment Ministry's Circular No. 03/2006/TT-BKH of October 19. 2006, guiding a number of provisions on dossiers, order and procedures for business registration, with the title "business registration certificate changed to "business and tax registration certificate", and the title "operation registration certificate" changed to "operation and tax registration certificate".

Results of settlement of administrative procedures for seal registration are seals and seal specimen registration certificates.

5. Enterprise identification numbers

The enterprise identification number of each enterprise established and operating under the Enterprise Law is its sole identification number and shown in its business and tax registration certificate. The enterprise identification number concurrently serves as the enterprise tax identification numbers.

Throughout the course of operation, from establishment registration to operation termination, an enterprise will use its identification number in declaring and paying all payable taxes, even when it is engaged in different business lines or conducting its production or business operation in different localities.

A granted enterprise identification number must not be re-granted to another taxpayer. When an enterprise ceases to exist, its identification number is invalidated and will not be re-granted. The procedures for invalidation of enterprise identification numbers comply with the provisions of the Enterprise Law and relevant tax laws.

The principles for grant and the structure of an enterprise identification number comply with Points 3.1, 3.2 and 3.3, Part I of the Finance Ministry's Circular No. 85/2007TT-BTC of July 18, 2007. guiding the implementation of the Tax Administration Law regarding tax registration.

Measures to enforce tax administrative decisions related to enterprise identification numbers shall be implemented in compliance with the Tax Administration Law and the guiding documents.

6. Lines and sectors subject to business registration

Business lines and sectors must be indicated in business and tax registration certificates under Article 5 of the Government's Decree No. 88/ 2006/ND-GP of August 29, 2006, on business registration (below referred to as Decree No. 88/ 2006/ND-CP) Codes of business registration lines and sectors indicated in business and tax registration certificates will be used only for the statistical purpose and given according to grade-2 economic branch codes on the list of Vietnam's economic branches promulgated together with the Prime Minister's Decision No. 10/2007/QD-TTg of January 23.2007.

II. ORDER OF AND PROCEDURES FOR BUSINESS, TAX AND SEAL REGISTRATION

1. Dossiers for business, tax and seal registration

a/For establishment of enterprises:

A dossier for business, tax and seal registration (below referred to as registration dossier) consists of documents required for each type of enterprise specified in Articles 14, 15. 16 and 17 of Decree No. 88/2006/ND-CP and the written declaration of tax registration information made according to the form provided in Appendix I to this Circular (not printed herein).

b/ For setting up of branches and representative offices:

A registration dossier comprises the documents-specified in Article 24 of Decree No. 88/2006/ ND-CP and a written declaration of information for tax registration, made according to the form provided in Appendix I to this Circular.

c/ For cases of modification of business and tax registration contents:

A dossier for modification registration comprises the documents specified in Chapter V of Decree No. 88/2006/ND-CP.

Enterprises that are granted business registration certificates or branches and representative offices that are granted operation registration certificates before the effective date of this Circular are not required to immediately make registration for change of their identification numbers. The registration for change of enterprise identification numbers shall be made concurrently with registration for modification of business registration contents. In this case, enterprises will be granted business and tax registration certificates, in which their tax identification numbers are shown and used as enterprise identification numbers. In this case, apart from documents required to be included in their change registration dossiers as specified in Decree No. 88/2006/ND-CP enterprises or their branches and representative offices shall also submit the original tax registration certificates together with these dossiers to business registration offices.

In case an enterprise modifies some contents in its written declaration of information for tax registration, it shall submit, within 10 days after modifying these contents, a new written declaration. of information for tax registration to the tax office, enclosed with one copy of its business and tax registration certificate.

2. Receipt of dossiers

Provincial-level Planning and Investment Services shall assume the prime responsibility for receiving dossiers and giving the outcomes of settlement of administrative procedures specified in this Circular.

Upon receiving dossiers of enterprises, business registry offices shall check names of enterprises, documents required to be included in these dossiers and items to be filled in. Registration dossiers that satisfy the initial examination requirements will be received by business registry offices, which shall issue receipts, made according to the form provided in Appendix II to this Circular, to enterprises.

In the course of receiving and processing business and tax registration dossiers, if dossier submitters are individuals who register the establishment of private enterprises, which already have payable tax, and request the grant of tax identification numbers for paying tax but their dossiers are not sufficient for the issuance of business and tax registration certificates, the business registry offices shall transfer copies of the enterprises' business registration applications and written declarations of information for tax registration to tax offices within the day of dossier receipt for the latter to issue notices of temporary tax identification numbers to taxpayers. In this case, after completing dossiers of application for business and tax registration certificates as specified, tax identification numbers indicated in tax identification number notices will be used as enterprise identification numbers of private enterprises.

Enterprises may send their registration dossiers to business registration offices through the computer network. In this case, after examining registration dossiers of enterprises, business registration offices shall notify, through the computer network, enterprise founders of dossier contents which need to be modified or supplemented (if any) or the time when enterprises may come to receive business and tax registration certificates.

3. Fees for settling administrative procedures

When making business, operation and sea! registration, enterprises or their branches and representative offices shall pay prescribed fees.

4. Notification of business and tax registration results

Within 5 working days after receiving valid dossiers, business registration sections of provincial-level Planning and Investment Services shall grant business and tax registration certificates to enterprises or operation and tax registration certificates to branches and representative offices.

For registration dossiers received through the computer network, when coming to receive registration results, enterprises shall also submit written registration dossiers for comparison and filing by business registration offices.

After receiving business and tax registration certificates, enterprises shall carry out procedures for purchasing financial invoices or printing these invoices by themselves under regulations.

Upon receiving registration results, representatives of enterprises shall sign for certification on registration result notification slips, made according to the form provided in

Appendix III to this Circular (not primed herein).

5. Notification of seal registration results

Within 2 working days after receiving seals transferred from seal-carving establishments, police offices shall inspect and register these seals before returning them and granting seal specimen registration certificates to enterprises.

When receiving seals and seal specimen registration certificates at police offices, representatives of enterprises shall submit copies of enterprises' business and tax registration certificates or operation and tax registration certificates and produce their identity cards to police offices.

6. Supply of information on modification of business registration contents

Within 2 working days after granting modified business registrations to enterprises, business registration offices shall send copies of business and tax registration certificates to provincial-level Tax Departments and Police Departments.

III. PROCESS OF COORDINATION AMONG AGENCIES IN SETTLING ADMINISTRATIVE PROCEDURES

1. Process of coordination among agencies in settling procedures:

a/Within 2 working days after receiving valid registration dossiers of enterprises, provincial-level Planning and Investment Services shall send copies of business registration applications (for establishment of enterprises) or notices of setting up of branches or representative offices (for setting up of branches or representative offices) and written declarations of information for ta. registration to provincial-level Tax Department

b/ Within 2 working days after receivin. information on enterprises, provincial-level Ta Departments shall notify enterprise identification numbers to provincial-level Planning and Investment Services for writing in business and tax registration certificates of enterprises or operation and tax registration certificates of branches or representative offices.

The transmission and receipt of information between business registration offices and tax offices may be made by any of the following modes:

- Sending and receipt of paper documents;

- Transmission and receipt via facsimile;

- Transmission and receipt via the computer network.

For a province or centrally run city in which the business registration office and tax office receives an average of 50 or more enterprise establishment registration dossiers a month, the time limit for handling a dossier by these offices shall be specified in an inter-branch coordination regulation, ensuring that the time limit for giving results to enterprises must not exceed five working days after receiving valid business and tax registration dossiers.

c/ Within 2 working days after granting business and tax registration certificates to enterprises, provincial-level Planning and Investment Services shall send copies of these certificates to provincial-level Tax Departments and Police Departments and other concerned agencies.

2. Responsibilities of agencies

a/ Pursuant to this Circular, provincial/ municipal People's Committees shall promulgate regulations on implementation of the one-stop shop mechanism for application in their respective localities and direct provincial-level services and departments in improving their material foundations and increasing their personnel to properly implement the one-stop shop mechanism.

b/ Provincial-level Planning and Investment Services shall publicly post up regulations on business, tax and seal registration at places of registration dossier receipt under the provisions of this Circular.

c/ Provincial-level Tax Departments and Police Departments shall coordinate with provincial-level Planning and Investment Services in settling in time problems and complaints of organizations and individuals about business, tax and seal registration.

IV. ORGANIZATION OF IMPLEMENTATION

1. This Circular takes effect 15 days after its publication in "CONG BAO."

2. This Circular replaces Joint Circular No. 02/2007ATLT-BKH-BTC-BCA of February 27. 2007, of the Planning and Investment Ministry, the Finance Ministry and the Public Security Ministry, guiding the mechanism for coordination among agencies that carry out business registration and tax registration or grant seal-carving permits for enterprises established and operating under the Enterprise Law. and supersedes the provisions on business registration identification numbers at Point 1. Section V of the Planning and Investment Ministry's Circular No. 03/20067TT-BKH of October 19, 2006. guiding a number of contents on business registration dossiers, order and procedures.

3. Provincial/municipal People's Committees shall direct, guide and inspect the implementation of the mechanism for coordination among agencies that carry out procedures for business, tax and seal registration in their respective localities in order to shorten as much as possible the time limit for settling administrative procedures.

4. Provincial/municipal Planning and Investment Services, Tax Departments and Police Departments shall implement this Circular.

5. The Planning and Investment Ministry, the Finance Ministry and the Public Security Ministry shall jointly set up a working team to monitor and review the implementation of this Joint Circular, propose solutions and provide timely guidance.