Nghị định 01/2021/ND-CP

Decree No. 01/2021/ND-CP dated January 04 2021 on enterprise registration

Nội dung toàn văn Decree 01/2021/ND-CP enterprise registration


THE GOVERNMENT
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THE SOCIALIST REPUBLIC OF VIET NAM
Independence-Freedom-Happiness
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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;

Pursuant to the Law on Securities dated November 26, 2019;

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

GENERAL PROVISIONS

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.

Article 3. Definitions

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.

3. The business registration authority is responsible for the legitimacy of the application for enterprise registration, not violations against the law committed by the enterprise before and after the enterprise registration.

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.

2. In case the contents of an enterprise registration certificate, certificate of branch/representative office registration, certificate of business location registration in the form of electronic data on the National Enterprise Registration Database is at the same time different from those of the paper certificate, the one on which the information is consistent with the information included in the application for enterprise registration shall prevail.

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.

Article 8. Enterprise ID number, ID numbers of affiliates and business locations of enterprises

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.

Article 9. Quantity of application for enterprise registration

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.

Article 12. Authorization to follow enterprise registration procedures

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;

c) War, rebellion, disaster or another force majeure event occurs.

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;

b) The district-level business registration authority is the Finance – Planning Department affiliated to the district-level People’s Committee (hereinafter referred to as “district-level business registration authority”).

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.

8. Request enterprises to suspend conditional business lines or business lines restricted to foreign investors according to Clause 1 Article 67 hereof.

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.

7. Request household businesses to stop engaging in conditional business lines if they fail to satisfy all business conditions.

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;

e) Take charge and cooperate with the Ministry of Finance in the connection between the National Enterprise Registration Information System and the tax registration information system;

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

Article 18. Registration of enterprise’s name

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:

a) The conclusion given by a competent authority that the enterprise’s name infringes upon industrial property rights;

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.

4. When a wholly state-owned enterprise is converted into a financially dependent unit after restructuring, its existing name before restructuring may be retained.

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.

4. Copies of the following documents:

a) Legal documents of general partners that are individuals; Legal documents of general partners that are organizations; Legal documents of authorized representatives and letters of appointment of authorized representatives.

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.

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

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.

Article 25. Application for registration of companies established after a full or partial division, or consolidation

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.

Article 26. Application for enterprise registration in case of conversion

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;

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.

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.

5. The enterprise may register conversion from the enterprise type at the same time when it registers changes to enterprise registration information or notifies changes to enterprise registration information. In this case, the application for enterprise registration shall comply with the provisions in Clauses 1, 2, 3 and 4 of this Article.

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;

c) For a limited liability company: it is signed by members that are individuals; legal representatives or authorized representatives of members that are organizations;

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;

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 changes to the commitment.

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

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;

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.

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 registration of social protection establishment or license to establish and recognize the charter of the social fund or charitable fund to the authority that has issued the license to establish the social protection establishment, social fund, or charitable fund for completing procedures for shutdown of that social protection establishment, social fund, or charitable fund.

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.

2. The application for operation registration or changes to operation registration of branches in Vietnam of foreign securities companies or foreign fund management companies 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 for establishment and operation or written approval given by SSC.

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;

b) Within 10 working days from the date of establishment of a business location, the enterprise shall send a notification thereof to the Business Registration Office of province where the business location is situated;

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;

d) Fees and charges for enterprise registration are fully paid.

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.

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

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.

Business registration authorities shall provide information about enterprises stored on the National Enterprise Registration Information System. Provincial-level business registration authorities shall provide information about enterprises on the National Enterprise Registration Database within their management.

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.

4. Data standardization, document digitalization, update and transfer of enterprise registration data shall be carried out according to annual plans of Business Registration Offices.

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.

Article 41. Enterprise’s legal status

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

ONLINE ENTERPRISE REGISTRATION

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:

a) There are sufficient electronic documents with complete contents as paper documents. Names of electronic documents must be relevant to names of paper documents. The person competent to sign the application form for enterprise registration, members, founding shareholders, shareholders that are foreign investors or other individuals that sign documents included in the application for enterprise registration may use digital signatures to sign electronic documents or append their signatures to paper documents which then shall be scanned in the formats prescribed in Clause 2 of this Article;

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

1. The applicant shall use a business registration account to 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. In case of authorization to follow online procedures for enterprise registration using the business registration account, the letter of authorization must contain contact information of the authorized person for authenticating the submission of online application for enterprise registration.

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

1. Before registration of relocation of an enterprise’s headquarters address to a district, province or central-affiliated city other than where the enterprise is headquartered which leads to change of its tax authority, the enterprise must carry out all tax procedures related to relocation in accordance with regulations of the law on taxation.

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.

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 if its new name does not contravene regulations on naming of enterprise.

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:

a) A notification of replacement of the legal representative;

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.

Article 51. Registration of change in charter capital, stakes and holdings

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;

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.

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;

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.

3. If the General Meeting of Shareholders ratifies the offering of shares to increase charter capital and assigns the Board of Directors to complete procedures for registration of charter capital after the end of each offering, apart from the notification prescribed in Point a Clause 1 of this Article, the application for registration of increase in charter capital must include the following documents:

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;

d) Certifications of new members’ capital contribution;

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;

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) 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;

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,

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;

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 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;

c) The resolution or decision and copy of minutes of meeting of the Board of Members on change of members due to a member’s failure to contribute capital.

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

1. In case an owner of a company transfers the entire charter capital to another individual or organization, the transferee must apply for replacement of the company’s owner 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 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;

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 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;

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

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;

b) Copies of legal documents of the buyer, receiver or inheritor;

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.

Article 57. Notification of changes in information about founding shareholders of unlisted joint-stock companies

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;

b) The list of foreign shareholders after change. The list of foreign shareholders must bear signatures of shareholders whose share values are changed; signatures of shareholders with unchanged share values are optional;

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;

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. 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

1. Within 03 working days from the day on which information about full name, nationality, passport number, contact address, quantity and type of shares of a shareholder that is a foreigner, or information about name, enterprise ID number, headquarters address, quantity and type of shares of a shareholder that is a foreign organization, and full name, nationality passport number and contact address of its authorized representative is available or changed, the enterprise shall send a notification of changes to enterprise registration information to the Business Registration Office of province where the enterprise is headquartered according to Clause 3 Article 176 of the Law on enterprises.

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;

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 acquiring company that is a multi-member limited liability company or partnership, or of the General Meeting of Shareholders of the acquiring company that is a joint-stock company;

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.

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 and certificate of changes to enterprise registration information to the enterprise.

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.

5. After a limited liability company is converted into a joint-stock company or vice versa, or a sole proprietorship is converted into a limited liability company, joint-stock company or partnership, their branches/ representative offices/business locations must follow procedures for changes to their registration information according to regulations of this Article.

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

1. The enterprise shall not apply for/notify changes to enterprise registration information in the following cases:

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.

Chapter VII

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.

2. Within 03 working days from the day on which the Business Registration Office receives a notification from a competent authority that the enterprise is requested to suspend or terminate its business, or has served penalties or judicial measures in accordance with regulations of specialized laws, the Business Registration Office shall update information on the National Enterprise Registration Database and publish the same on the National Business Registration Portal.

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

a) If an application for enterprise registration 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 enterprise registration certificate issued according to an application containing inaccurate or untruthful information shall be invalid, request the enterprise to submit a complete application 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.

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).

2. Within 01 working day from the receipt of notification of enterprise dissolution, the Business Registration Office shall post the documents mentioned in Clause 1 of this Article and notify the enterprise’s legal 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. The enterprise shall fulfill tax liabilities with tax authorities in accordance with regulations of the Law on tax administration.

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.

3. After 180 days from the day on which the enterprise’s “undergoing dissolution” status is posted on the National Business Registration Portal, 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.

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.

4. In case of merger, if the enterprise registration information of the acquiring company is unchanged, within 10 working days from the completion of the merger, the acquiring company shall give a written notification to the Business Registration Office of province where it is headquartered for ceasing the existence of the acquired company. The notification must be accompanied by the documents mentioned in Points a and b Clause 2 Article 61 hereof.

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:

a) If the application for registration of a new enterprise is found fraudulent, the Business Registration Office shall issue a notice of violations and a decision to revoke the enterprise registration certificate;

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.

7. The Business Registration Office shall cooperate with relevant authorities to consider the explanation provided according to Clause 3 and Clause 4 of this Article.

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”.

2. The Business Registration Office shall take responsibility for its decision to invalidate the decision to revoke the enterprise registration certificate and restoration of the enterprise’s legal status on the National Enterprise Registration Database.

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.

4. If the Court decides to revoke the certificate of branch/representative office registration, the Business Registration Office shall issue a decision to revoke the certificate of branch/representative office registration according to the court’s decision.

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.

10. The enterprise must follow procedures for shutdown of its branch/representative office within 15 days from the date of issue of the decision to revoke the certificate of branch/representative office registration, except the branch/representative office whose certificate of branch/representative office registration is revoked to serve the collection of tax debts.

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

1. Any individual or family household member that is a Vietnamese citizen and has full legal capacity as prescribed in the Civil Code shall have the right to establish household businesses in accordance with this Chapter, except the following cases:

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.

4. The owner and other family household members applying for household business registration shall be liable for all business operations of the household business.

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.

4. Every household business may receive the certificate of household business registration directly at the office of the district-level business registration authority or pay fees to receive it by post.

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.

4. Each provincial Department of Planning and Investment shall give notify codes of new districts in the province to the Ministry of Planning and Investment in writing.

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

1. The business location of a household business is the place where specific business operations are carried out.

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.

If the application is not satisfactory, within 03 working days from the receipt of the application, the district-level business registration authority shall give a written notification to the applicant or the household business founder. Such notification must specify necessary revisions (if any).

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”.

4. The proper name of the household business must not coincide with the name of another household business which has been registered within the same district.

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;

3. In case of replacement of the owner of the household business, the household business sends the 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 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;

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.

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.

5. 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. If the application is not satisfactory, within 03 working days from the receipt of the application, the district-level business registration authority shall inform the household business of necessary revisions.

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;

c) The original certificate of household business registration.

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.

2. If the information in the application for household business registration is found fraudulent, the district-level business registration authority shall issue a notice of violations and a decision to revoke the certificate of household business registration.

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.

9. If the district-level business registration authority receives a request from the tax authority for invalidation of the revocation decision and restoration of the certificate of household business registration after the certificate of household business registration is revoke to serve the collection of tax debts, the district-level business registration authority shall issue a decision to invalidate the revocation decision and restore the certificate of household business registration within 03 working days from the receipt of the request.

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;

b) If an application for changes to household business registration information 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 issue the 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/notifications of changes in a single application for registration of changes.

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.

2. In case of registration or notification of changes to enterprise registration information, business suspension, resumption of business ahead of schedule, the enterprise shall submit an application to the Business Registration Office of the province where it is headquartered. The application shall contain the corresponding documents prescribed herein, and the original certificate of business registration and original tax registration certificate or original certificate of business registration and tax registration. The Business Registration Office shall consider issuing the enterprise registration certificate to the enterprise within 03 working days from the receipt of satisfactory application.

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.

5. If the investment license or investment certificate (also business registration certificate) or another document of equivalent validity includes information about the business location, when following procedures for conversion into the enterprise registration certificate, certificate of branch/representative office registration, the enterprise shall be issued with the certificate of business location registration at its request.

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.

Article 101. Responsibility for implementation

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

 

 


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This translation is made by THƯ VIỆN PHÁP LUẬT and for reference purposes only. Its copyright is owned by THƯ VIỆN PHÁP LUẬT and protected under Clause 2, Article 14 of the Law on Intellectual Property.Your comments are always welcomed

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