Chương 3 Nghị định 02/2000/NĐ-CP: Trình tự, thủ tục đăng ký kinh doanh đối với các doanh nghiệp hoạt động theo luật doanh nghiệp

Chapter III

BUSINESS REGISTRATION ORDER AND PROCEDURES APPLICABLE TO ENTERPRISES OPERATING UNDER THE LAW ON ENTERPRISES

Article 7.- Business registration dossiers

1. For limited liability or joint-stock companies, the business registration dossier consists of:

a/ A business registration application, made according to the form set by the Ministry of Planning ad Investment;

b/ The company’s charter;

c/ The list of members for limited liability companies with two or more members, or the list of founding shareholders for joint-stock companies.

For a company engaged in the business line(s) that requires legal capital, there must be also the certification by a competent agency or a lawful certificate proving the company’s capital.

For a company engaged in the business line(s) that requires practicing certificates, there must be also a valid copy of the practicing certificate of one of the managers of the company as prescribed in Clause 12, Article 3 of the Law on Enterprises.

2. For partnerships, the business registration dossier consists of:

a/ A business registration application, made according to the form set by the Ministry of Planning ad Investment;

b/ The company’s charter;

c/ The list of the partnership members.

For a company engaged in the business line(s) that requires legal capital, there must be also the certification by a competent agency or a lawful certificate proving the company’s capital.

For a company engaged in the business line(s) that requires practicing certificates, there must be also valid copies of the practicing certificates of the partnership members.

3. For private enterprises, the business registration dossier consists of:

A business registration application, made according to the form set by the Ministry of Planning ad Investment;

For a private enterprise engaged in the business line(s) that requires legal capital, there must be also the certification by a competent agency or a lawful certificate proving the enterprise’s capital.

For a private enterprise engaged in the business line(s) that requires practicing certificates, there must be also a valid copy of the practicing certificate of the owner or managing director of the enterprise..

Article 8.- Business registration order and procedures

The business registration order and procedures shall be carried out as follows:

1. The establisher or representative of the enterprise submits the full dossier as prescribed in Article 7 of this Decree to the provincial-level business registration bureau of the locality where the enterprise is headquartered. The enterprise’s representative at law shall be responsible for the accuracy and truthfulness of the contents of the business registration dossier.

The provincial-level business registration bureau must not request the enterprise establisher to submit any other papers apart from the dossier prescribed for each type of enterprise in Article 7 of this Decree.

2. The provincial-level business registration bureau receives the business registration dossier. When receiving such dossier, it must hand a receipt thereon to the dossier submitter.

3. The provincial-level business registration bureau grants a business registration certificate to the enterprise within 15 days from the date of receipt of the dossier if:

a/ The business line is not on the list of banned business lines;

b/ The name of the enterprise complies with the provisions in Clause 1, Article 24 of the Law on Enterprises;

c/ The business registration dossier is valid under the provisions in Clause 3, Article 3 of the Law on Enterprises;

d/ The business registration fee is fully paid according to regulations.

After being granted the business registration certificate, the enterprise may have its seal engraved and use such seal.

4. Where the dossier is not valid or the enterprise’s name fails to comply with the regulations, the provincial-level business registration bureau must send a written notice thereon to the enterprise establisher within seven days from the date of receipt of the dossier. Such notice must clearly state the contents that need to be amended and the amending method. Past this time-limit if no notice is issued, the enterprise’s name shall be deemed to be accepted and the business registration dossier shall be deemed to be valid.

5. If, after 15 days from the date of submission of the full business registration dossier, the enterprise establisher still fails to receive the business registration certificate, he/she may lodge a complaint with the provincial-level business registration bureau that has received the business registration dossier. After seven days from the date of submission of the written complaint, if the enterprise establisher receives no reply from the provincial-level business registration bureau, he/she may lodge a complaint with the provincial-level People’s Committee or initiate a lawsuit at the provincial-level administrative court of the locality where the business registration dossier is submitted according to the provisions of law.

6. After being granted the business registration certificate, the enterprise may start its business activities without having to ask for permission from any State agencies, except where the enterprises is engaged in conditional business lines.

7. Within seven days from the date of granting a business registration certificate to the enterprise, the provincial-level business registration bureau shall send copies of such certificate to the Ministry of Planning and investment, the tax agency, the statistical agency, the economic-technical branch-managing agency of the same level and the district-level business registration bureau of the locality where the enterprise is headquartered.

8. The business registration certificates granted by the provincial-level business registration bureaus shall be effective nationwide.

Article 9.- Registration of setting up of branches and representative offices

1. When setting up a branch or representative office, the enterprise must send a notice to the provincial-level business registration bureau of the locality where the branch or representative office is to be set up. The contents of such notice include:

a/ The name and address of the enterprise’ head office;

b/ The business line(s);

c/ The full name, signature and residence of the enterrise’s representative at law;

d/ The name and address of the branch’s office or representative office;

e/ The contents and scope of operation of the branch or representative office;

f/ The name and residence address of the head of the branch or representative office.

2. The notice stipulated in Clause 1 of this Article must be enclosed with the following:

a/ A copy of the business registration certificate;

b/ A copy of the company’s charter, for limited liability companies, joint-stock companies and partnerships.

3. If the business line(s) to be conducted by the branch conforms to those of the enterprise or the operation contents of the representative office conform to those of the enterprise, within seven days from the date of receipt of the notice, the provincial-level business registration bureau shall grant an operation registration certificate to the branch or representative office.

After being granted an operation registration certificate, the branch or representative office may have its seal engraved and use such seal.

After seven days from the date the notice stipulated in this Clause is sent to the provincial-level business registration bureau, if the branch or representative office is not granted an operation registration certificate, the enterprise may lodge a complaint according to the provisions in Clause 5, Article 8 of this Decree.

4. Where an enterprise sets up a branch and/or representative office in a city or province other than the city or province where the enterprise is headquartered, within seven days from the date the operation registration certificate is granted to its branch or representative office, the enterprise must send a written notice thereon to the provincial-level business registration bureau of the locality where the enterprise is headquartered for making supplement to the business registration dossier.

5. The setting up of a branch or representative office by an enterprise in a foreign country shall comply with the law provisions of such country.

Within 15 days from the date an overseas branch or representative office is officially opened, the enterprise must send a written notice thereon to the provincial-level business registration bureau of the locality where the enterprise is headquartered for making supplement to the business registration dossier.

Article 10.- Registration of supplement to and/or change of the business line(s)

1. When supplementing and/or changing its business line(s) the enterprise must send a notice to the provincial-level business registration bureau where it has made registration. The contents of such notice include:

a/ The enterprise’s name, its business registration serial number and the date of granting of its business registration certificate;

b/ The address of the enterprise’s head office;

c/ The registered business line(s);

d/ The business line(s) registered to be supplemented and/or changed;

e/ The full name, signature and residence of the enterprise’s representative at law.

For registration of supplemented business lines, which require legal capital, there must be also the certification by a competent agency or lawful certificate showing the enterprise’s capital.

For registration of supplemented business lines, which require practicing certificates, there must be also valid copies of the practicing certificates as prescribed.

2. After receiving the notice, the provincial-level business registration bureau shall hand a receipt thereon and determine the date of inscribing the registration of the supplement to and/or change of the business line(s) in the enterprise’s original business registration certificate within seven days from the date of receipt of the notice.

If after the above-said seven-day time limit the enterprise is still not allowed to make registration of the supplement to or change of the business line, it may proceed with conducting such business line(s), except where the business lines registered to be supplemented or changed are conditional ones.

Article 11.- Registration of the change of the enterprise’s head office

1. When moving its head office to a new place in the same province or centrally-run city, the enterprise shall send a notice thereon to the provincial-level business registration bureau. The contents of such notice include:

a/ The enterprise’s name, its business registration serial number and the date of granting of its business registration certificate;

b/ The address of the enterprise�s present head office;

c/ The address of its new head office;

d/ The full name, signature and residence of the enterprise�s representative at law.

After receiving the notice, the provincial-level business registration bureau must hand a written receipt thereon and determine the date of inscribing the registration of the change of the head office’s address in the enterprise’s original business registration certificate within seven days from the date of receipt of the notice.

If after the above-said seven-day time limit the enterprise is still not allowed to make registration of the change of its head office’s address, the enterprise may move to a new head office but must send a notice on its new head office’s address to all of its creditors before moving to a new address.

2. When moving its head office to another province, the enterprise must send a notice thereon to the provincial-level business registration bureau where it has made registration and the provincial-level business registration bureau of the locality where the enterprise plans to base its new head office. The contents of the notice include:

a/ The enterprise’s name, its business registration serial number and the date and place of granting of its business registration certificate.

b/ The address of the enterprise’s present head office;

c/ The address of its new head office;

d/ The full name, signature and residence of the enterprise’s representative at law.

The notice sent to the provincial-level business registration bureau of the locality where the enterprise plans to base its new head office, must be enclosed with the company’s charter and the list of members, for limited liability companies with two or more members, the list of founding shareholders for joint-stock companies, or the list of partnership members, for partnerships.

Where the enterprise’s name is not identical or does not cause confusion with the name of another enterprise already registered within the locality where the enterprise is moving to, the provincial-level business registration bureau of the locality where the enterprise plans to base its new head office shall register for the change of the address of the enterprise’s head office and re-grant a business registration certificate to the enterprise within 15 days from the date of receipt of the notice.

Where the enterprise’s name is identical or may cause confusion with the name of another enterprise already registered within the locality where the enterprise is moving to, within seven days from the date of receipt of the notice, the provincial-level business registration bureau of the locality where the enterprise plans to base a new head office must notify in writing the enterprise thereof, and at the same time provide guidance for the latter to choose another name and alter the related contents in the enterprise’s dossier. In this case, the provincial-level business registration bureau shall register the change of the address of the head office when the enterprise satisfies the above-mentioned requirements.

Within seven days from the date it is re-granted the business registration certificate, the enterprise must send a valid copy to the provincial-level business registration bureau of the locality where the enterprise previously made business registration.

3. The change of the address of the enterprise’s head office shall not alter its rights and obligations.

Article 12.- Registration of the change of the enterprise’s name

1. When changing its name, the enterprise shall send a notice to the provincial-level business registration bureau where it has made the registration. The contents of the notice include:

a/ The present name of the enterprise, its business registration serial number and the date of granting of its business registration certificate;

b/ The address of the enterprise’s head office;

c/ The new name;

d/ The full name, signature and residence of the enterprise’s representative at law.

2. After receiving the notice, the provincial-level business registration bureau shall hand a receipt thereon and determine the date of inscribing the registration of the change of the enterprise�s name in its original business registration certificate.

Where the enterprise’s new name is not identical or does not cause confusion with the name of another enterprise already registered, the provincial-level business registration bureau shall register the change of the enterprise’s name and inscribe the new name in the enterprise’ business registration certificate within seven days from the date of receipt of the notice.

Where the enterprise’s new name is identical or may cause confusion with that of another enterprise already registered, the provincial-level business registration bureau shall notify in writing the enterprise thereof, and at the same time provide guidance for the latter to choose another name and make registration for the change of its name as prescribed in this Article.

3. The change of the enterprise’s name shall not affect its rights and obligations.

Article 13.- Registration of the change of the enterprise’s representative at law

1. In cases where a partnership admits a new member, expels a partnership member or has a partnership member withdrawing from the company, it must send a notice thereon to the provincial-level business registration bureau where it has made registration. The contents of the notice include:

a/ The company’s name, its business registration serial number and the date of granting of its business registration certificate;

b/ The address of the company’s head office;

c/ The full name and residence of the new member, of the partnership member expelled or voluntarily withdrawing from the partnership;

d/ The signatures of all partnership members or authorized partnership members.

After receiving the notice, the provincial-level business registration bureau shall hand a receipt thereon and determine the date of inscribing the registration of the change of the partnership member in the company’s original business registration certificate within seven days from the date of receipt of the notice.

2. In cases where the representative at law of a limited liability company or a joint-stock company is changed, the company shall send a notice thereon to the provincial-level business registration bureau where it has made registration. The contents of the notice include:

a/ The company’s name, its business registration serial number, the date of granting of its business registration certificate;

b/ The address of the company’s head office;

c/ The full name, title and residence of the present representative at law of the company;

d/ The full name, title and residence of the new representative at law of the company;

e/ The full name and signature of the chairman of the Members Council, of the company’s representative at law for one-member limited liability companies, or of the chairman of the Management Board for joint-stock companies.

After receiving the notice, the provincial-level business registration bureau shall hand a receipt thereon and determine the date of inscribing the change of the company’s representative at law in the original business registration certificate within seven days from the date of receipt of the notice.

Article 14.- Registration of change of the investment capital of private enterprise owners or the charter capital of companies

1. Where the investment capital of a private enterprise owner decreases to a level lower than the registered one, the enterprise owner must make a notice thereon to the provincial-level business registration bureau where the enterprise has made the registration. The contents of the notice include:

a/ The enterprise’s name, its business registration serial number, the date of granting of its business registration certificate;

b/ The full name, signature and residence of the enterprise owner;

c/ The address of the enterprise’s head office;

d/ The business line(s);

e/ The registered investment capital level and the registered post decrease capital level.

After receiving the notice, the provincial-level business registration bureau shall hand a receipt thereon and determine the date of inscribing the investment capital decrease in the original business registration certificate within seven days from the date of receipt of the notice, except for cases prescribed in Clause 3 of this Article.

The enterprise owner may increase or decrease his/her investment capital without having to declare such to the provincial-level business registration bureau provided that the decreased investment capital is not lower than the registered investment capital.

2. When increasing or decreasing its charter capital, the company shall make a notice thereon to the provincial-level business registration bureau where the company has made the registration. The contents of the notice include:

a/ The company’s name, its business registration serial number, the date of granting of its business registration certificate;

b/ The address of the company’s head office;

c/ The business line(s);

d/ The registered charter capital and the registered post-decrease or increase charter capital;

e/ The full name, signature and residence of the company’s representative at law or the authorized partnership member, for partnerships.

After receiving the notice, the provincial-level business registration bureau shall hand a receipt thereon and determine the date of inscribing the registration of the change of the charter capital in the company’s original business registration certificate within seven days from the date of receipt of the notice, except for cases prescribed in Clause 3 of this Article.

3. For enterprises conducting business line(s) which require legal capital, the provincial-level business registration bureau shall only register the decrease in the investment capital or charter capital if the post-decrease capital level is not lower than the legal capital level required for such business lines.

Article 15.- Notification on temporary cessation of operation

An enterprise wishing to temporarily stop its operation must send a written notice thereon to the provincial-level business registration bureau where the enterprise has made the registration and the tax agency at least 15 days before ceasing its operation. The contents of the notice include:

1. The enterprise’s name, its business registration serial number and the date of granting of its business registration certificate;

2. The address of the enterprise’s head office;

3. The business line(s);

4. The duration of the temporary cessation of operation, the starting date and the ending date of the cessation duration;

5. Reasons for operation cessation.

The provincial-level business registration bureau receives such notice and records it into a monitoring book.

Article 16.- Revocation of the business registration certificates

1. Where an enterprise fails to conduct business activities for one year from the date it is granted the business registration certificate as prescribed at Point a, Clause 3, Article 121 of the Law on Enterprises, the provincial-level business registration bureau shall send a written notice on such violation and request the enterprise to start its business activities within 15 days from the date of notice.

After 15 days, if the enterprise still fails to start its business activities, the provincial-level business registration bureau shall request its representative at law to come to the bureau’s office for explanation.

If the requested person fails to turn up, the provincial-level business registration bureau shall publicize the enterprise’s violation and revoke its business registration certificate.

2. Where an enterprise ceases its business activities for one full year without making a notice thereon to the provincial-level business registration bureau as prescribed at Point b, Clause 3, Article 121 of the Law on Enterprises, the latter shall send a written notice on such violation and request the enterprise to report on the reasons for such temporary business cessation and the time for resuming its business activities.

After 15 days, if the enterprise still fails to report, the provincial-level business registration bureau shall request its representative at law to come to the bureau’s office for explanation.

If the requested person fails to turn up, the provincial-level business registration bureau shall publicize the enterprise’s violation and revoke its business registration certificate.

3. Where an enterprise fails to report on the situation of its business activities to the provincial-level business registration bureau for two consecutive years as prescribed at Point c, Clause 3, Article 121 of the Law on Enterprises, the provincial-level business registration bureau shall send a written notice on such violation and request the enterprise to make a written report on the situation of its business activities within 15 days from the date of notice. After this time limit, if the enterprise still fails to make a report, the provincial-level business registration bureau shall publicize the enterprise’s violation and revokes its business registration certificate.

4. Where an enterprise fails to send a report as prescribed In Clause 3, Article 116 of the Law on Enterprises to the provincial-level business registration bureau within six months from the date a written request is made as prescribed at Point d, Clause 3, Article 121 of the Law on Enterprises, within 15 days from the expiry of the time limit set in the first notice, the provincial-level business registration bureau shall send a second notice requesting the enterprise make a report as prescribed.

If after the expiry of the time limit set in the second notice the enterprise still fails to make a written report as prescribed, the provincial-level business registration bureau shall request the enterprise’s representative at law to come to the bureau’s office for explanation.

When the requested person fails to turn up, the provincial-level business registration bureau shall publicize the enterprises violation and revokes its business registration certificate.

5. Where the provincial-level business registration bureau detects that an enterprise conducts a banned business line, it shall make a written notice requesting the enterprise to immediately terminate conducting such business line. If the enterprise keeps on conducting the banned business line, the provincial-level business registration bureau shall revokes its business registration certificate and at the same time, notify the competent State bodies thereof for handling according to the provisions of law.

6. After publicizing the enterprise’s violation under the provisions of Clause 1, 2, 3, 4 or 5 of this Article, the provincial-level business registration bureau shall compel the enterprise to carry out the procedures for its dissolution as prescribed in Clause 5, Article 112 of the Law on Enterprises and remove its name from the business registration book.

7. In cases where a specialized management agency detects that an enterprise commits a law-breaking act, it shall directly handle the case according to its competence prescribed by law or notify such to the provincial-level business registration bureau where the enterprise has made its business registration for handling.

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