CIRCULAR

GUIDING A NUMBER OF PROVISIONS OF DECREE No. 43/2010/ND-CP OF APRIL 15, 2010, ON ENTERPRISE REGISTRATION, REGARDING ON DOSSIERS, ORDER AND PROCEDURES FOR ENTERPRISE REGISTRATION

 

THE MINISTRY OF PLANNING AND INVESTMENT

 

Pursuant to the November 29, 2005 Law on Enterprises;

Pursuant to the November 29, 2006 Law on Tax Administration;

Pursuant to the Government's Decree No. 43/ 20I0/ND-CP of April 15, 2010, on enterprise registration;

Pursuant to the Government's Decree No. 116/2008/ND-CP of November 14, 2008, defining the functions, tasks, powers and organizational structure of the Ministry of Planning and Investment;

In furtherance of the Government's Decree No. 43/2010/ND-CP of April 15, 2010, on enterprise registration (below referred to as Decree No. 43/2010/ND-CP), the Ministry of Planning and Investment guides a number of its provisions on dossiers, order and procedures for enterprise registration, operation registration of branches or representative offices, notification of establishment of business places, and registration of business households, as follows:

 

Chapter I GENERAL PROVISIONS

Article 1. Scope of regulation

This Circular guides in detail:

1. Dossiers, order and procedures for registration of establishment and registration of changes in registered contents for limited liability companies, joint-stock companies, partnerships and private enterprises.

2. Dossiers, order and procedures for registration of establishment and registration of changes in registered operations for branches, representative offices and business places of enterprises.

3. Dossiers, order and procedures for registration of establishment and registration of changes in registered contents for business households.

4. Dossiers, order and procedures for registration of dissolution of limited liability companies, joint-stock companies, partnerships, private enterprises and business households, termination of operation of branches, representative offices and business places.

5. The implementation of a number of articles of Decree No. 43/2010/ND-CP.

Article 2. Subjects of application

This Circular applies to the subjects defined in Article 2 of Decree No. 43/2010/ND-CP.

 

Article 3. Interpretation of terms

In this Decree, the terms below are construed as follows:

1. Enterprise registration dossier means a dossier for registration of establishment or registration of changes in registered contents of an enterprise.

2. Online registration dossier means an enterprise registration dossier filed through the national enterprise registration portal and comprising all papers as required for a paper dossier and converted into computer files. Online registration dossiers are as legally valid as paper dossiers.

3. E-signature means a signature created in the form of wording, text, number or symbol or any other form by electronic means, associated or logically combined with an online dossier and capable of identifying the signer of the e-document and certifying the acceptance by that signer of contents of the signed online registration dossier.

4. Enterprise's affiliated unit means a branch or a representative office of an enterprise.

Article 4. Enterprise identification numbers and business household registration identification numbers

1. Enterprise identification numbers must comply with the following guidance:

a/ Enterprise identification numbers comply with Article 8 of Decree No. 43/2010/ND-CP.

b/ The structure of an enterprise identification number complies with the tax registration law. Enterprise identification numbers shall be created according to the process specified in Article 26 of Decree No. 43/2010/ND-CP.

c/ In case an enterprise, its affiliated units and business places have their tax identification numbers invalidated for their violations of the tax law, the enterprise and its affiliated units and business places may not use their tax identification numbers in economic transactions as soon as a tax office publicly notifies the invalidation of tax identification numbers.

2. Business household registration identification numbers must comply with the following guidance:

a/ District-level business registration offices shall record business household registration identification numbers in business household registration certificates in the following sequential order:

- Provincial-level code, which consists of 2 characters according to Appendix VII-2 to this Circular (not printed herein);

- District-level code, which consists of 1 character according to Appendix VII-2 to this Circular (not printed herein);

- Business type code, which consists of 1 digit (8 for business households);

- Ordinal number of business households, which consists of 6 digits, from 000001 to 999999.

b/ For a new district, town or provincial city established after the date of issuance of this Circular, a new code shall be made according to Vietnamese alphabetic order.

c/ In case a district, town or provincial city is divided into two after the date of issuance of this Circular, one new district-level unit will retain the old character code while the other will have a new code according to Vietnamese alphabetic order.

d/ Provincial-level Planning and Investment Departments shall notify in writing the Ministry of Planning and Investment of new codes for district-level units newly established or divided from current district-level units.

Article 5. Business lines

1. Business lines written in enterprise registration certificates must be selected from the Vietnamese system of economic sectors, except those specified in Clauses 2 and 3, Article 7 of Decree No. 43/2010/ND-CP.

2. In case a provincial-level business registration office receives a competent agency's written confirmation that an enterprise conducts a conditional business line but fails to fully satisfy law-prescribed conditions, it shall issue a notice, made according to a form provided in Appendix V-6 to this Circular (not printed herein), requesting the enterprise to temporarily stop that conditional business line and concurrently notify such to the competent agency for handling under law.

Article 6. Legal validity of online registration certificates

1. Enterprise registration certificates and certificates of operation registration of branches or representative offices shall be stored in the form of computer files in the national enterprise registration database (below collectively referred to as online registration certificates) and legally valid as written enterprise registration certificates and operation registration certificates granted by business registration offices to enterprises.

2. Online registration certificates shall be used by business registration offices for determining the registered status and operations of enterprises, branches or representative offices.

3. In case an online registration certificate of an enterprise stored in the national enterprise registration database has contents different from those of the same enterprise's written enterprise registration certificate or certificate of operation registration of a branch or representative office, the certificate with contents consistent with the enterprise's registration dossier will be legally valid.

Article 7. The national enterprise registration portal

1. The Ministry of Planning and Investment is responsible for managing and operating the national enterprise registration portal.

2. Other organizations and individuals are prohibited from developing websites with names identical or confusingly similar to the name of the national enterprise registration portal.

3. Each provincial-level business registration office shall conduct its professional operations on its locality's enterprise registration database within the national enterprise registration database.

4. Organizations and individuals may access the national enterprise registration portal at www.dangkykinhdoanh.gov.vn or www.businessregistration.gov.vn.

 

Chapter II

REGISTRATION OF NAMES OF ENTERPRISES

 

Article 8. Names of enterprises, branches, representative offices and business places

1. The list of letters which may be used in naming enterprises under Clause 1, Article 13 of Decree No. 43/2010/ND-CP is provided in Appendix VII-1 to this Circular (not printed herein). This list of letters may also be used in naming branches and representative offices of enterprises and naming business households.

2. The proper name in the name of a branch, representative office or business place of a limited liability company, joint-stock company, partnership or private enterprise must not use the word "cong ty" (company) or "doanh nghiep" (enterprise).

 

Article 9. Names of enterprises registered before the effective date of Decree No. 43/2010/ ND-CP

1. Enterprises whose names are identical or confusingly similar shall negotiate with one another on their new names before making registration for renaming. An enterprise may add into its name a place name as a distinctive element. Oily the name of the place in which enterprisers headquartered can be added into its name.

2. The additional registration of place names in registered names of enterprises as a distinctive element risks not violate the law on intellectual property.

 

Chapter III

DOSSIERS. ORDER AND PROCEDURES FOR'ENTERPRISE REGISTRATION,

OPERATION REGISTRATION OF BRANCHES OR REPRESENTATIVE OFFICES, NOTIFICATION OF ESTABLISHMENT OF BUSINESS PLACES

 

Article 10. Papers made according to set forms to be included in a dossier for registration of an enterprise, affiliated units and business places

1. An application for enterprise registration, made according to a form provided in Appendix I to this Circular (not printed herein).

2. A list of founding members or shareholders and authorized representatives, made according to a form provided in Appendix II to this Circular (not printed herein).

3. A notice of establishment or changes in registered operation contents or termination of operation of the branch, representative office or business place, made according to a form provided in Appendix III-1, III-2. III-3 or III-4 to this Circular (not printed herein).

4. The enterprise's notice of changes in enterprise registration contents as specified in Chapter V of Decree No. 43/2010/ND-CP, made according to a form provided in Appendix 111-5, III-6. III-7 or III-8 to this Circular (not printed herein).

5. A notice of business operation suspension as specified in Article 57 of Decree No. 43/2010/ ND-CP, made according to a form provided in Appendix III-12 to this Circular (not printed herein).

Article 11. Papers issued by business registration offices according to set forms

1. Enterprise registration certificates, certificates of operation registration of branches or representative offices, made according to forms provided in Appendix IV to this Circular (not printed herein).

2. Notices of contents of enterprise registration dossiers which need to be modified or supplemented, notices of violations of enterprises, and other notices of business registration offices, made according to forms provided in Appendix V to this Circular (not printed herein).

3. Receipts specified in Clause 3, Article 25 of Decree No. 43/2010/ND-CP, made according to the form provided in Appendix VI-6 to this Circular (not printed herein).

4. Decisions on revocation of enterprise registration certificates specified in Article 60 of Decree No. 43/2010/ND-CP, and decisions on revocation of certificates of operation registration of branches or representative offices, made according to the forms provided in Appendices VI-1 and VI-3 to this Circular (not printed herein).

 

 

Article 12. Representatives carrying out enterprise registration procedures under authorization

In case an enterprise founder authorizes his/ her representative to file an enterprise registration dossier, the provincial-level business registration office shall, upon receiving the dossier, request the authorized person to show his/her identity card or passport or other lawful personal identification papers as specified in Article 24 of Decree No. 43/2010/ND-CP, and a lawful powers of attorney.

Article 13. Registration of relocation of head offices of enterprises or establishment of new branches or representative offices in provinces or cities other than localities in which enterprises' head offices are located

1. Before registering the relocation of its head office or the location of a new branch or representative office with the provincial-level business registration office in the locality which it intends to move to, an enterprise shall carry out procedures for relocation with the tax office. Dossiers, order and procedures for declaring and notifying the relocation to tax offices comply with the tax administration law.

2. Within 5 working days after completing procedures for declaring and notifying the relocation to tax offices, enterprises shall file dossiers for registration of change of addresses of their head offices as specified in Clause 2 or 3, Article 35 of Decree No. 43/2010/ND-CP with a business registration office.

Article 14. Registration of change of representatives at law of limited liability companies and joint-stock companies

1. A dossier for registration of change of the representative at law of a limited liability company or joint-stock company comprises:

a/ A notice of change of the company's representative at law;

b/ A valid copy of the identity card or passport or another lawful personal identification paper specified in Article 24 of Decree No. 43/2010/ ND-CP of the person who will act as the company's new representative at law; v

c/ A written decision and a copy of the minutes of a meeting of the Members' Council change of representative at law, for limited liability companies with two or more members; a decision of the company owner on change of representative at law, for one-member limited liability companies; or a written decision and a copy of the minutes of a meeting of the Shareholders' General Meeting or the Board of Directors on change of representative at law in case such change results in a change in the company charter or does not result in a change in the company charter, except the full name and signature of the company's representative at law as specified in Clause 15, Article 22 of the Law on Enterprises, for joint-stock companies.

In case the charter of a joint-stock company stipulates that the chairman of the Board of Directors, who is elected by the Shareholders' General Meeting, acts as the representative at law, there must be a written decision and a copy of the minutes of a meeting of the Shareholders' General Meeting on change of the representative at law.

2. The notice of change of the representative at law must be signed by any of the following persons:

a/ The chairman of the Members' Council, for limited liability companies with two or more members. In case the chairman of the Members' Council acts as the representative at law, the notice must be signed by the new chairman of the Members' Council elected by the Members' Council.

b/ The company owner, for one-member limited liability companies owned by individuals.

c/ The chairman of the Members' Council or the company president, for one-member limited liability companies owned by institutions.

d/ The chairman of the Board of Directors, for joint-stock companies. In case the chairman of the Board of Directors acts as the representative at law. the notice must be signed by the new chairman of the Board of Directors elected by the Board of Directors.

Article 15. Time limit for enterprises to register changes in enterprise registration contents

1. An enterprises shall register a change in its enterprise registration contents within 10 working days after it issues a decision (or adopts a resolution) to change these contents, unless otherwise provided by law.

2. The owner of a one-member limited liability company, the Members' Council of a limited liability company with two or more members, the Shareholders' General Meeting or the Board of Directors of a joint-stock company or competent persons in an enterprise shall issue a written decision (or adopt a written resolution) to change enterprise registration contents within 10 working days after the enterprise decides to change these contents, unless a meeting minutes indicates a specific time limit for issuing a decision (or adopting a resolution) different from the above time limit.

Article 16. Registration for grant of enterprise registration certificates in the new form

1. Enterprises whose business registration certificates or business and tax registration

certificates were granted before the effective date of Decree No. 43/2010/ND-CP are not required to convert these certificates into enterprise registration certificates.

2. An enterprise will be granted an enterprise registration certificate in the new form when registering a change in enterprise registration contents. Upon filing a dossier for registration of change in enterprise registration contents with the business registration office, an enterprise shall enclose with this dossier the originals of its business registration certificate and tax registration certificate or its business and tax registration certificate for obtaining an enterprise registration certificate in the new form.

3. In case an enterprise wishes to convert its business registration certificate or business and tax registration certificate into an enterprise registration certificate without changing business and tax registration contents, it may file with the business registration office an application for grant an enterprise registration certificate in the new form, made according to a form provided in Appendix VI-5 to this Circular (not printed herein), enclosed with the original business registration certificate and the original tax registration certificate or the original business and tax registration certificate, and will obtain such an enterprise registration certificate within 2 working days.

Article 17. Registration of changes in tax registration contents without changing business registration contents

1. Enterprises that change their tax registration contents without changing their business registration contents shall comply with Article 45 of Decree No. 43/2010/ND-CP.

2. Notices of changes in tax registration contents are made according to a form provided in Appendix 111-10 to this Circular (not printed herein).

3. Within 5 working days after receiving a valid dossier of an enterprise, a business registration office shall update data into the national enterprise registration information system for transmission of information to the database of the General Department of Taxation, and concurrently keep the notice in the enterprise registration dossier.

 

Chapter IV

ONLINE ENTERPRISE REGISTRATION

 

Article 18. Online enterprise registration

1. Enterprise founders may choose to register their enterprises directly with provincial-level business registration offices or online.

2. To carry out procedures for online enterprise registration, enterprise founders or their authorized representatives (below collectively referred to as enterprise founders) may access the national enterprise registration portal to fully and accurately fill in required information. Through the national enterprise registration portal, the national enterprise registration information system (below referred to as the system) shall receive online registration dossiers and provincial-level business registration offices shall process online enterprise registration dossiers on the system.

3. Online registration dossiers will be considered successfully filed through the national enterprise registration portal when they reach the server of the national enterprise registration information system.

4. The time of sending and receiving e-documents in online registration dossiers shall be determined based on the time registered in the server of the system.

5. Enterprises may receive enterprise registration certificates directly at provincial-level business registration offices in localities in which their head offices are located or register and pay a fee for receiving enterprise registration certificates through delivery services.

6. Regulations on online enterprise registration apply to cases of registration of enterprise establishment, changes in enterprise registration contents, or establishment of branches, representative offices or business places.

Article 19. Online enterprise registration in case enterprise founders already has e-signatures

In case an enterprise founder already has an e-signature, online enterprise registration shall be carried out as follows:

1. The enterprise founder shall file an online registration dossier through the national enterprise registration portal and pay an enterprise registration fee to the provincial-level business registration office in the locality in which the registered enterprise's head office is to be located.

2. If the enterprise's online registration dossier satisfies the prescribed requirements, the provincial-level business registration office shall receive it through the national enterprise registration portal and the enterprise founder will receive a written certification of online filing of the enterprise registration dossier.

3. The provincial-level business registration office shall check the validity of the dossier and notify the enterprise of the grant of an enterprise registration certificate or request the enterprise founder to modify or supplement the dossier through the national enterprise registration portal and send this notice or request to the email address of the enterprise founder already registered with the system.

4. Based on the valid dossier of the enterprise and certification of full payment of the enterprise registration fee by the enterprise founder, the provincial-level business registration office in the locality in which the enterprise's head office is to be located shall grant an enterprise registration certificate to the enterprise.

Article 20. Online enterprise registration in cases enterprise founders have no e-signatures

In case an enterprise founder has no e-signature, online enterprise registration shall be carried out as follows:

1. The enterprise founder shall file an online registration dossier through the national enterprise registration portal and pay an enterprise registration fee to the provincial-level business registration office in the locality in which the registered enterprise's head office is to be located.

2. The business registration office shall check the validity of the enterprise registration dossier on the system and notify the enterprise of the grant of an enterprise registration certificate or request the enterprise founder to modify or supplement the dossier through the national enterprise registration portal and send this notice or request to the email address of the enterprise founder already registered with the system. When the enterprise registration is valid and accepted on the system, the business registration office shall transmit information to the tax office, requesting the creation of a tax identification number for the enterprise and send a written certification of online filing of the dossier, made according to a form provided in Appendix VI-4 to this Circular (not printed herein) through the system to the enterprise founder. The enterprise's representative at law shall sign the written certification of online filing of the dossier.

3. The enterprise founder shall send the written certification of online filing of the enterprise registration dossier and documents in the enterprise registration dossier to the provincial-level business registration office in the locality in which the enterprise's head office is to be located within 15 working days after receiving such certification. Past that time limit, if the business registration office still receives no dossier sent by the enterprise, the online enterprise registration dossier will no longer be valid and the business registration office shall delete the enterprise's name from the system.

4. When receiving the paper dossier sent by the enterprise, the business registration office shall compare it with information declared by the enterprise on the system and grant an enterprise registration certificate if information in the paper dossier and information on the system are consistent.

 

Chapter V

ADDITIONAL REGISTRATION OF INFORMATION, SUSPENSION OF BUSINESS OPERATION, DISSOLUTION OF ENTERPRISES, REVOCATION OR RE-GRANT OF ENTERPRISE REGISTRATION CERTIFICATES

 

Article 21. Addition of information in enterprise registration certificates

In case an enterprise adds or changes only information on its telephone number, fax number, email address, website or address due to a change in administrative boundaries, information on identity card or address of the individual named in the business registration dossier, it shall send a notice, made according to a form provided in Appendix III-9 to this Circular (not printed herein), the provincial-level business registration office in the locality in which the enterprise's head office is located. The business registration office shall receive the notice, hand the receipt and renew the enterprise registration certificate for the enterprise. Each time of renewal of the enterprise registration certificate in this case shall be regarded a time of registration of changes in enterprise registration contents. In this case, the enterprise does not have to pay any fee.

Article 22. Addition of information in enterprise registration dossiers

In case an enterprise adds only information in its registration dossier without changing contents of the enterprise registration certificate, it shall send a notice of added information, made according to a form provided in Appendix III-9 to this Circular (not printed herein), to the provincial-level business registration office in the locality in which the enterprise's head office is to be located. The business registration office shall add notified information into the enterprise's dossier and update such information to the system. In this case, the enterprise does not have to pay any fee.

Article 23. Revocation of enterprise registration certificates

1. In case an enterprise commits a violation specified in Clause 3, Article 60 of Decree No. 43/2010/ND-CP, the business registration office shall notify in writing the violation and request its representative at law to come to give explanations. Ten working days past the deadline for giving explanations indicated in the notice, if the requested person fails to show up or his/her explanations are not accepted, the business registration office shall issue a decision to revoke the enterprise registration certificate.

2. Before issuing a notice of violation and a decision to revoke the enterprise registration certificate, when necessary, the business registration office may invite representatives of the inspectorate of the provincial-level Planning and Investment Department and such concerned agencies as tax office, district-level People's Committee and line departments to attend in an inter-branch meeting to know about the violation of the enterprise.

3. The business registration office's notice of the enterprise's violation specified in Article 60 of Decree No. 43/2010/ND-CP shall be sent to the address of the enterprise's head office, posted on the national enterprise registration portal and published in local mass media.

Article 24. Handling of cases of declaring untruthful or inaccurate information in enterprise registration dossiers

1. If detecting that information declared in an enterprise registration dossier is untruthful or inaccurate, a provincial-level business registration office shall notify such to a competent state agency for handling under law. After obtaining a violation handling decision of the competent state agency, the business registration office shall request the enterprise to recompile its dossier for re-grant of the enterprise registration certificate.

2. Past the deadline indicated in the notice of the business registration office, if the enterprise still fails to file a dossier for re-grant of an enterprise registration certificate, the business registration office shall request the enterprise to report the reason for the failure under Article 163 of the Law on Enterprises.

 

 

Article 25. Re-grant of enterprise registration certificates

1. Cases of re-grant of enterprise registration certificates to replace lost, misplaced, burnt or destroyed ones are stipulated in Article 58 of Decree No. 43/2010/ND-CP.

2. For enterprise registration certificates which have been granted in violation of regulations on dossiers, order and procedures, business registration offices shall notify such to and request enterprises to complete and file valid dossiers as prescribed within 30 days after the date of notification for being considered for re-grant of enterprise registration certificates.

Article 26. Order and procedures for registration of dissolution of enterprises

1. Within 7 working days after the completion of dissolution of an enterprise and settlement of all its debts, the enterprise's representative at law shall file a dossier for enterprise dissolution, made according to Clause 3, Article 28 of Decree No. 139/2007/ND-CP of September 5, 2007, guiding in detail a number of articles of the Law on Enterprises, with the provincial-level business registration office.

2. The provincial-level business office shall send a notice of enterprise dissolution to the provincial-level tax department and police department within 2 working days after receiving the enterprise's valid dissolution dossier.

3. Within 7 working days after receiving the enterprise's valid dissolution dossier, the provincial-level business registration office shall issue a notice of enterprise dissolution and delete the enterprise's name from the business register unless the tax department or the police department otherwise requests.

Article 27. Termination of operation of branches, representative offices or business places

1. Upon termination of operation of its branch, representative office or business place, an enterprise shall send a notice thereof to the provincial-level business registration office in the locality in which its branch, representative office or business place is located.

Such a notice must be enclosed with a decision of the enterprise owner, for private enterprises; of the owner or the chairman of the Members' Council or the president of the company, for one-member liability companies; of the Members' Council, for limited liability companies with two or more members: of the Board of Directors, for joint-stock companies; of partners, for partnerships, on termination of the branch, representative office or business place.

2. The business registration office shall receive the notice and input information into the system and withdraw the branch or representative office operation registration certificate, for termination of the operation of branches or representative offices; or delete the name of the business place from the enterprise registration certificate or the branch operation registration certificate, for termination of the operation of business places.

 

Chapter VI

REGISTRATION OF BUSINESS HOUSEHOLDS

 

Article 28. Registration of business households

1. Dossiers, order and procedures for registration of business households comply with Article 52 of Decree No. 43/2010/ND-CP.

2. Applications for registration of business households shall be made according to a form provided in Appendix 1-6 to this Circular (not printed herein).

3. The list of individuals contributing capital to establishing a business household shall be made according to a form provided in Appendix II-5 to this Circular (not printed herein).

4. An individual defined in Clause 1, Article 50 of Decree No. 43/2010/ND-CP may register only one business household throughout the country and may contribute capital to or buy shares from enterprises in his/her personal capacity.

5. Business household registration certificates shall be made according to a form provided in Appendix IV-6 to this Circular (not printed herein).

Article 29. Changes in business household registration contents

1. Registration of changes in business household registration contents complies with Article 55 of Decree No. 43/2010/ND-CP. Notification of changes in business household registration contents complies with Appendix III-14 to this Circular (not printed herein).

2. When changing registered business operations, a business household's owner or representative shall send a notice of changes in household business registration contents to the district-level business registration office with which the business household registration has been made.

Upon receiving the dossier, the district-level business registration office shall issue a receipt and grant a business household registration certificate to the business household within 5 working days after receiving the valid dossier.

Article 30. Termination of operation of business households

1. Upon terminating its business operation, a business household shall return the original business household registration certificate to the district-level business registration office with which it has made the registration, and concurrently pay all debts, including also tax arrears and unfulfilled financial obligations.

2. Notices of business suspension or termination of operation of business households prescribed in Clause 2 or 3, Article 55 of Decree No. 43/2010/ND-CP shall be made according to a form provided in Appendix III-15 or 111-16 to this Circular (not printed herein).

Article 31. Revocation of business household registration certificates

1. Cases of revocation of business household registration certificates are stipulated in Article 61 of Decree No. 43/2010/ND-CP.

2. In case a business household fails to commence its business operation 6 months after being granted a business household registration certificate or suspends its business operation for over 6 consecutive months without notifying such to the district-level business registration office with which it has made registration, the business registration office shall make a written announcement of the violation and request the business household's representative to come and give explanations. If the requested person fails to show up for giving explanations or his/her explanations are not accepted 10 days after the deadline indicated in the notice, the business registration office shall issue a decision to revoke the business household registration certificate.

3. In case a business household relocates its business place to another district or town, the business registration office shall, after receiving the business household's notice of relocation of business place, issue a decision to revoke the business household registration certificate.

4. In case a business household conducts a banned business line, the business registration office shall issue a notice of the violation and a decision to revoke the business household registration certificate.

5. In case a business household is established by persons who are not allowed to establish business households, the case shall be handled as follows:

a/ If the business household is established by an individual who is not allowed to establish a business household, the business registration office shall issue a notice of the violation and a decision to revoke the business household registration certificate.

b/ If the business household is established by a group of individuals one of whom is not allowed to establish a business household, the business registration office shall issue a notice of the violation and request the business household to register the change of such individual within 15 working days after the issuance of the notice. Past that time limit, if the business household still fails to register the change, the business registration office shall issue a notice of the violation and a decision to revoke the business household registration certificate.

6. Notices of violations of business households shall be made according to a form provided in Appendix V-10 to this Circular (not printed herein). Decisions on revocation of business household registration certificates shall be made according to a form provided in Appendix VI-2 to this Circular (not printed herein).

Chapter VII

CORRECTION OR COMPARISON OF INFORMATION ON BUSINESS REGISTRATION AND TAX REGISTRATION AFTER DATA TRANSFER

 

Article 32. Correction of information in enterprise registration certificates

The correction of information in enterprise registration certificates prescribed in Article 30 of Decree No. 43/2010/ND-CP shall be made as follows:

1. In case an enterprise itself detects that contents of its enterprise registration certificate are inconsistent with those of its enterprise registration dossier, it shall send a written request for correction of information, made according to a form provided in Appendix III-11 to this Circular (not printed herein), in the enterprise registration certificate by the business registration office to suit the field enterprise registration dossier. The business registration office shall receive the request, check the dossier and, if information in the enterprise's notice is accurate, re-grant an enterprise registration certificate to the enterprise within 2 working days after receiving the enterprise' request.

2. In case the business registration office detects that contents of an enterprise registration certificate are inconsistent with those of that enterprise's registration dossier, it shall send a notice to the enterprise requesting the correction of information in the enterprise registration certificate to suit the field enterprise registration dossier and re-grant an enterprise registration certificate to the enterprise within 15 working days after sending the notice. Upon receiving the new enterprise registration certificate, the enterprise shall return the old certificate.

 

 

3. If the correction of information is made within 5 working days after the grant of an enterprise registration certificate, the business registration office shall re-grant an enterprise registration certificate to the enterprise but will not count this re-grant as a time of registration of changes in enterprise registration contents. If the correction of information is made more than 5 working days after the grant of an enterprise registration certificate, the business registration office shall re-grant enterprise registration certificate and count this re-grant as a time of registration of changes in enterprise registration contents.

4. For correction of information in enterprise registration certificates, enterprises do not have to pay any fee.

Article 33. Addition or correction of information on business registration certificates or business and tax registration certificates in the national enterprise registration database

1. In case an enterprise detects that information on its business registration certificate or business and tax registration certificate in the national enterprise registration database is unavailable or inaccurate due to data transfer, it shall send a notice to the provincial-level business registration office in the locality in which its head office is located for addition or correction of information. Enclosed with such a notice must be a valid copy of the business registration certificate or business and tax registration certificate.

Within 5 working days after receiving the enterprise's notice, the business registration office in the locality in which the enterprise's head office is located shall add or correct information on the business registration certificate or business and tax registration certificate in the national enterprise registration database.

2. In case a business registration office detects that information on an enterprise's business registration certificate or business and tax registration certificate in the national enterprise registration database is unavailable or inaccurate as compared with the written certificate, it shall, within 5 working days after the detection, add or correct information on the business registration certificate or business and tax registration certificate in the national enterprise registration database.

Article 34. Handling of cases in which enterprises have no tax identification number or information in their business registrations is inconsistent with that in their tax registrations

1. Based on the enterprise registration database after transfer and on tax registration data, a provincial-level business registration office shall send a notice to each enterprise and request it to:

a/ Register its tax identification number within 30 working days after receiving the notice in case the enterprise has been granted a business registration certificate but has not yet made tax registration. In case the enterprise faite4o satisfy the request mentioned at this Point, It shall be handled under the tax law and have its*enterprise registration certificate revoked under1 Point c, Clause 2, Article 165 of the Law on Enterprises.

b/ Report and register changes in enterprise registration contents within 3 months after receiving the notice in case business registration contents and tax registration contents are inconsistent. In case the enterprise fails to satisfy the request mentioned at this Point, it shall have its enterprise registration certificate revoked under Point g. Clause 2, Article 165 of the Law on Enterprises.

 

 

2. Business registration offices' notices of revocation of enterprise registration certificates shall be sent to addresses of head offices and addresses for tax notice receipt of enterprises and published in the mass media.

 

Chapter VIII

PROVISION OF INFORMATION ON AND ARCHIVE OF ENTERPRISE REGISTRATION CONTENTS

 

Article 35. Provision of information on enterprise registration

1. The provision of information on enterprise registration contents must comply with Article 31 and Clause 4, Article 52 of Decree No. 43/ 2010/ND-CP.

2. When carrying out enterprise registration, business registration offices shall record information on enterprise registration contents in business registers they keep. Enterprise registers may take the form of computer files.

Article 36. Information contents to be provided

1. Individuals and organizations may request business registration offices to provide information on enterprise registration contents within their localities and pay a charge according to regulations.

2. Information on registration of an enterprise shall be publicly published free of charge on the national business registration portal and includes the name, address of the head office, the representative at law and business lines of the enterprise.

3. Organizations and individuals that wish to acquire information on business registration of enterprises other than the essential information above shall pay a fee, unless a competent state agency makes written requests for the provision of information on a case-by-case basis.

 

Chapter IX

IMPLEMENTATION PROVISIONS

Article 37. Effect

1. This Circular takes effect on July 20, 2010.

2. This Circular replaces the Ministry of Planning and Investment's Circular No. 03/2006/TT-BKH of October 19, 2006, guiding the order and procedures for business registration under the Government's Decree No. 88/2006/ND-CP of August 29, 2006, on business registration; Joint Circular No. 05/2008/TTLT-BKH-BTC-BCA of July 29.2008, of the Ministry of Planning and Investment, the Ministry of Finance and the Ministry of Public Security, guiding the mechanism of coordination among agencies conducting business, tax and seal registration for enterprises established and operating under the Law on Enterprises; and the Ministry of Planning and Investment's Circular No. 01/2009/TT-BKH of January 13, 2009, amending and supplementing Circular No. 03/2006/TT-BKH.

Article 38. Implementation responsibility

1. Provincial-level Planning and Investment Departments, district-level business registration offices, enterprises established under the Law on Enterprises, enterprise founders and concerned organizations and individuals shall implement this Circular.

2. Any problems arising in the course of implementation should be promptly reported to the Ministry of Planning and Investment for consideration, amendment and supplementation.-

 

 

MINISTER OF PLANNING AND INVESTMENT

 

 

VO HONG PHUC

 

 

 

 

 

 

For further information, please contact with  us :

MINH KHUE LAW LEGAL CONSULTANCY LTD

Tel:  (84) 24-3991.6057  

Direct line : +84986.386.648 ( Ms. Dzung )