Chương I Nghị định 01/2021/NĐ-CP: Quy định chung

Chapter I

GENERAL PROVISIONS

Article 1. Scope

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

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

Article 2. Regulated entities

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

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

3. Business registration authorities.

4. Tax authorities.

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

Article 3. Definitions

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

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

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

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

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

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

Article 4. Rules for enterprise registration

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

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

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

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

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

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

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

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

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

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

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

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

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

Article 7. Writing business lines

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Article 9. Quantity of application for enterprise registration

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

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

Article 10. Language used in application for enterprise registration

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

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

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

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

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

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

Article 12. Authorization to follow enterprise registration procedures

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

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

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

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

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

Article 13. Granting enterprise registration under contingency procedures

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

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

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

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

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

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

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