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