Chương 2 Nghị định 193/2013/NĐ-CP: Thành lập, đăng ký, giải thể hợp tác xã, liên hiệp hợp tác xã

Chapter 2.

ESTABLISHMENT, REGISTRATION AND CLOSURE OF COOPERATIVES AND ASSOCIATIONS OF COOPERATIVES

Article 6. Bodies granting registration of cooperatives (hereinafter referred to as cooperative registration agencies)

1. Before being legally established, cooperatives or associations of cooperatives must apply for registration with cooperative registration agencies at localities where cooperatives or associations of cooperatives intend to establish their main offices.

a) Associations of cooperatives or people's credit funds may register with the business registration divisions affiliated to the departments of planning and investment;

b) Cooperatives may apply for registration with the finance – planning divisions affiliated to the district-level People’s Committees.

2. Rights and duties of cooperative registration agencies:

a) Directly receive applications for registration of cooperatives or associations of cooperatives, branches, representative offices or business locations of cooperatives or associations of cooperatives; issue, replace and revoke certificates of registration of cooperatives or associations of cooperatives, certificates of registration of operation of branches, representative offices or business locations of cooperatives or associations of cooperatives;

b) Provide cooperatives or associations of cooperatives with instructions on implementation of the procedures for registration or registration of change, or notification of change, reorganization, dissolution and bankruptcy of cooperatives or associations of cooperatives;

c) Build and manage the systems of information about cooperatives or associations of cooperatives within their remit; provide information about cooperatives or associations of cooperatives for competent regulatory authorities, organizations or individuals upon their request in accordance with laws;

d) Request cooperatives or associations of cooperatives to report on business operations of cooperatives or associations of cooperatives in accordance with Article 23 hereof; expedite the implementation of reporting regimes applied by cooperatives or associations of cooperatives in accordance with laws;

dd) Directly inspect or request competent regulatory authorities to inspect cooperatives or associations of cooperatives to verify information contained in certificates of registration of cooperatives or association of cooperatives where necessary;

e) Bear responsibility for validity of applications for registration of cooperatives or associations of cooperatives;

g) Order cooperatives or associations of cooperatives to temporarily suspend business operations classified into business sectors or industries subject to regulatory conditions when discovering that cooperatives or associations of cooperatives fail to comply with legislative regulations and, concurrently, informing competent regulatory authorities of such incompliance so that they may impose any sanction in accordance with laws;

h) Revoke certificates of registration of cooperatives or associations of cooperatives in accordance with Article 56 in the Law on Cooperatives;

i) Implement reporting regimes in accordance with laws.

Article 7. Names of cooperatives or associations of cooperatives

1. Names of cooperatives or associations of cooperatives must be written using the Vietnamese language or Latin characters, except special signs, which may be combined with numerals, symbols, and must begin with the phrase “cooperative” or “cooperative association” followed by the proper names given to cooperatives or associations of cooperatives.

2. Cooperatives or associations of cooperatives may use business sectors or industries or other complementary symbols constituting their names.

3. Names of cooperatives or associations of cooperatives must be inscribed or mounted at their main offices, branches or representative offices. Names of cooperatives or associations of cooperatives must be printed or written on transactional documents, dossiers or materials and publications issued at their discretion.

4. Cooperative registration agencies shall be entitled to reject the suggested names of cooperatives or associations of cooperatives if these names are not conformable to provisions of Article 8 herein.

5. Cooperative registration agencies shall be responsible for publicly informing names of cooperatives or associations of cooperatives that have already been registered; if cooperatives or associations of cooperatives obtaining registration before the entry into force of this Decree have confusing names, cooperative registration agencies must encourage and provide advantages for cooperatives or associations of cooperatives whose names are identical to each other and cause confusion to enter into negotiations to register change of their names or supplement geographical names as distinguishing elements.

Article 8. Prohibition rules of naming of cooperatives or associations of cooperatives

1. Use full names, abbreviated names, or names expressed in foreign languages, of cooperatives or associations of cooperatives that are identical or confusing to those of other cooperatives or associations of cooperatives which have already been registered nationwide.

2. Use full names, abbreviated names or names expressed in foreign languages that infringe upon industrial property rights over trade names, brand names and geographical indications of other organizations or individuals in accordance with laws on intellectual property.

3. Using the names of state regulatory authorities, people's armed force units, political organizations, socio-political organizations, socio-political-professional organizations or socio-professional organization as the whole or part of names of cooperatives or associations of cooperatives.

4. Use names of famous persons, words or symbols in breach of historical, cultural traditions, moral standards, national customs or values.

Article 9. Names in foreign languages and abbreviated names of cooperatives or associations of cooperatives

1. Names in foreign languages of cooperatives or associations of cooperatives must be names translated from Vietnamese into corresponding foreign languages. Upon translation into foreign languages, Vietnamese proper names of cooperatives or associations of cooperatives may be kept unchanged or may be translated into corresponding foreign languages.

2. Names in foreign languages of cooperatives or associations of cooperatives may be printed or written using font sizes smaller than those of their Vietnamese names, and must be displayed at their offices or on transactional documents, dossiers, materials and publications issued by themselves.

3. Abbreviated names of cooperatives or associations of cooperatives must be either in Vietnamese or other foreign languages.

4. Abbreviated names, signboards of cooperatives or associations of cooperatives, advertisements or transactional documents of cooperatives must bear the alphabetical symbols "HTX" or “LHHTX” for associations of cooperatives.

Article 10. Identical and confusing names

1. Identical names refer to names of requesting cooperatives or associations of cooperatives which are written or spoken in the Vietnamese language exactly the same as those that have already been registered nationwide.

2. The following cases in which names are deemed to be confused with those that have already been registered shall include:

a) Vietnamese names of requesting cooperatives or associations of cooperatives are spoken the same as those that have already been registered nationwide;

b) Vietnamese names of requesting cooperatives or associations of cooperatives only differ from those that have already been registered in the word “và” (“and”) or the symbol or sign ''-";

c) Abbreviated names of requesting cooperatives or associations of cooperatives are identical to those which have already been registered;

d) Names in foreign languages of requesting cooperatives or associations of cooperatives are identical to those that have already been registered;

dd) Proper names of requesting cooperatives or associations of cooperatives differ from those that have already been registered in natural numbers, ordinal numbers, one or more Vietnamese alphabets standing behind the former’s proper names, except if requesting cooperatives are members of associations of cooperatives that have already registered such names;

e) Proper names of requesting cooperatives or associations of cooperatives differ from those that have already been registered in the word “tân” (means “new”) in front of or “mới” (also means “new”) next to the latter’s proper names;

g) Proper names of requesting cooperatives or associations of cooperatives only differ those that have already been registered in the word “Bắc” (means “North”), “miền Bắc” (means “Northern region”), “Nam” (means “South”), “miền Nam” (means “Southern region”), “Trung” (means “Central Coast”), “miền Trung (means "Central Coast region"), "Tây” (means “West”), “miền Tây” (means “Western region”), “Dông” (means “East”) or “miền Dông (means “Eastern region”) or the like, except if requesting cooperatives or associations of cooperatives are members of cooperatives or associations of cooperatives already obtaining registration;

h) In other cases of confusing names, subject to decisions of cooperative registration agencies.

Article 11. Logos of cooperatives or associations of cooperatives

1. Cooperatives or associations of cooperatives shall be entitled to use logos.

2. Logos of cooperatives or associations of cooperatives must be particular signs distinguished from those of other cooperatives or associations of cooperatives that have already been registered.

3. Cooperatives or associations of cooperatives may use logos of their own provided that they are conformable to moral standards and traditional cultural values as well as laws.

4. Logos of cooperatives or associations of cooperatives must be registered with competent regulatory authorities.

Article 12. Protection of intellectual property rights over names and logos of cooperatives or associations of cooperatives

Names of cooperatives or associations of cooperatives shall be protected across the nation from the date of grant of certificates of registration of cooperatives or associations of cooperatives; logos of cooperatives or associations of cooperatives must be registered with competent regulatory authorities and protected under laws.

Article 13. Documentation requirements for application for registration of cooperatives or associations of cooperatives

1. Application documentation for registration of cooperatives or associations of cooperatives shall be subject to clause 2 of Article 23 in the Law on Cooperatives.

2. Request form for registration of cooperatives or associations of cooperatives must contain the following information:

a) Name of the requesting cooperative or association of cooperatives;

b) Address of the main office of the requesting cooperative or association of cooperatives; addresses of branches, representative offices thereof (if any); telephone numbers; fax numbers; email addresses;

c) Scope of business;

d) Charter capital;

dd) Number of members or member cooperatives;

e) Family name, last name, permanent residence address, nationality, number of ID card, passport or other legal authenticated documents of the legal representative of the requesting cooperative or association of cooperative.

3. The Ministry of Planning and Investment shall provide sample applications for registration of cooperatives or associations of cooperatives which are used consistently across the nation.

Article 14. Procedures for application for registration of cooperatives or associations of cooperatives

1. Legal representatives of cooperatives or associations of cooperatives that apply for their establishment submit one set of application documents for registration to cooperative registration agencies and have to be responsible for accuracy and authenticity of information provided in application documentation for registration of cooperatives or associations of cooperatives.

Cooperatives or associations of cooperatives may send registration applications via email addresses of cooperative registration agencies, but must submit written application documents for verification and filing purposes.

2. Cooperative registration agencies must send, in person, or mail acknowledgement notes after receipt of valid application documents in accordance with Article 13 herein and shall not be allowed to demand requesting cooperatives or associations of cooperatives to submit documents other than those specified in Article 13 herein.

3. Cooperative registration agencies must grant certificates of registration to the requesting cooperatives or associations of cooperatives within duration of 5 working days of receipt of valid application documents if the applicants meet all requirements specified in Article 24 in the Law on Cooperatives.

In case of rejecting applications for certificates of registration, cooperative registration agencies must inform cooperatives or associations of cooperatives, whether in writing or via emails, of reasons for such rejection within the maximum duration of 5 working days of receipt of valid application documents.

Article 15. Certificates of registration of cooperatives or associations of cooperatives

1. Certificates of registration of cooperatives or associations of cooperatives shall be granted to the requesting cooperatives or associations of cooperatives operating under the Law on Cooperatives.

2. Certificates of registration of cooperatives or associations of cooperatives must contain the following information:

a) Name of the requesting cooperative or association of cooperatives;

b) Address of the main office of the requesting cooperative or association of cooperatives; addresses of branches, representative offices thereof (if any); telephone numbers; fax numbers; email addresses (if any);

c) Scope of business;

d) Charter capital;

dd) Family name, last name, permanent residence address, nationality, number of ID card, passport or other legal authenticated documents of the legal representative of the requesting cooperative or association of cooperative.

Certificates of registration of cooperatives or associations of cooperatives shall be created by using samples which are issued consistently across the nation by the Ministry of Planning and Investment.

3. Cooperatives or associations of cooperatives shall have legal personality and the right to do business in conformance to information inscribed in certificates of registration of cooperatives or associations of cooperatives from the date of grant of such certificates, except in case of doing business in sectors or industries subject to regulatory requirements.

Article 16. Registration of establishment of branches, representative offices or business locations

1. In order to obtain permission for establishment of their branches, representative offices or business locations, cooperatives or associations of cooperatives must apply for registration with cooperative registration agencies at localities where these branches or representative offices are located, or at business locations.

2. In order to register establishment of their branches, representatives or business locations, cooperatives or associations of cooperatives must send notifications to cooperative registration agencies. Each notification shall comprise the following information:

a) Name of the requesting cooperative or association of cooperatives, address of its main office, registration certificate number, date of issue of registration certificate;

b) Name of each branch, representative office or business location intended to be established; that name must contain the words “chi nhánh” (means “branch") with respect to registration for establishment of a branch, the words “văn phòng dại diện” (means “representative office”) with respect to registration for establishment of a representative office, or the words “dịa diểm kinh doanh” (means “business location”) with respect to registration for establishment of a business location;

dd) Family name, last name, permanent residence address, nationality, number of ID card, passport or other legal authenticated documents of the legal representative of the requesting cooperative or association of cooperative;

d) Address of the branch, representative office or business location to be established;

dd) Scope of business of the branch or business location to be established; scope of operations of the representative office to be established;

e) Full name, permanent residence address, nationality, number of ID card, passport or other legally authenticated documents of the representative of the branch, representative office or business location to be established.

3. Application documents for registration of establishment of branches, representative offices or business locations of cooperatives or associations of cooperatives must be sent as attached to notifications prescribed in clause 2 of this Article, including:

a) Valid copy of the certificate of registration of cooperative or association of cooperatives;

b) Resolution issued by the members’ general meeting on opening of branch, representative or business location of a cooperative or association of cooperative;

c) Written decision of the Management Board on appointment of a person as the representative of a branch, representative office or business location, enclosing the valid copy of ID card, passport or other legally authenticated personal documents of the representative of the branch, representative office or business location to be established;

d) Valid copy of practicing certificate of one or more individuals as legally prescribed with respect to a branch of a cooperative or association of cooperatives that operates in the sector or industry subject to the regulatory requirement that enforces that branch to hold practicing certificates.

4. If the scope of business or operations of a branch, representative office or business location is conformable to that of the requesting cooperative or association of cooperatives, and conform to relevant laws, within 5 working days of receipt of valid application documents, the cooperative registration agency shall have to grant the certificate of registration of branch, representative office or business location to the requesting cooperative or association of cooperatives and, simultaneously, shall update its registration file with information about such certificate.

After obtaining the certificate of registration, each branch, representative office or business location of a cooperative or association of cooperatives may have its stamp made and shall have the right to use it.

5. In case where a cooperative or association of cooperatives establishes its branch, representative office or business location at a district, province or city where its main office is not located, within duration of 5 working days of receipt of the certificate of registration of branch, representative office or business location, it must inform the agency granting the registration certificate at the locality where its main office is located in writing in order to request such agency to update its registration file with information about its establishment.

6. In case where a cooperative or association of cooperatives establishes its overseas branch, representative office or business location, it must comply with the host country’s laws.

Within duration of 15 working days or receipt of the certificate of opening of branch, representative office or business location from an overseas country’s competent authority, the requesting cooperative or association of cooperatives must inform the agency granting the registration certificate at the locality where its main office is located in writing in order to request such agency to update its registration file with information about that certificate.

Article 17. Registration for change in names or addresses of main offices, business scopes, charter capital or legal representatives; change in names, addresses or representatives of branches or representative offices of cooperatives or associations of cooperatives

1. In order to apply for registration for change in names or addresses of main offices, business scopes, charter capital or legal representatives; change in names, addresses or representatives of branches or representative offices, cooperatives or associations of cooperatives must submit applications for registration for these changes to cooperative registration agencies. Each application for registration for change shall contain the followings:

a) Name of the requesting cooperative or association of cooperatives, address of its main office, registration certificate number, date of issue of registration certificate;

b) Family name, last name, permanent residence address, nationality, number of ID card, passport or other legal authenticated documents of the legal representative of the requesting cooperative or association of cooperative;

c) Information that needs to be changed.

The application for registration for change must enclose the resolution of the members' general meeting or the written decision of the management board on change in information inscribed in the certificate of registration of cooperative or association of cooperatives in accordance with the Law on Cooperatives.

2. Within duration of 5 working days of receipt of all required valid documents submitted to apply for registration for change from the requesting cooperative or association of cooperatives, the cooperative registration agency shall have to grant registration for change to the requesting cooperative or association of cooperatives.

Article 18. Reissuance of certificates of registration of cooperative or association of cooperatives or certificates of registration of branch or representative office of cooperative of association of cooperatives

1. The certificate of registration of cooperative or association of cooperatives or the certificate of registration of branch or representative office of cooperative or association of cooperatives may be reissued in case of its loss or damage.

2. In order to apply for reissuance of its certificate of registration, a cooperative or association of cooperatives shall be required to send an application form to a cooperative registration agency so as to receive the reissued certificate of registration of cooperative, association of cooperatives, branch or representative office.

3. The application form for reissuance of the certificate of registration of cooperative or association of cooperatives or the certificate of registration of branch or representative office must provide the following information:

a) Name of the requesting cooperative or association of cooperatives, address of its main office, registration certificate number, date of issue of registration certificate;

b) Family name, last name, permanent residence address, nationality, number of ID card, passport or other legal authenticated documents of the legal representative of the requesting cooperative or association of cooperative;

c) Reasons for application of reissuance of the registration certificate.

Within 5 working days of receipt of all valid documents, the receiving cooperative registration agency shall have to reissue the certificate of registration of cooperative or association of cooperatives or the certificate of registration of branch or representative office.

Article 19. Closure of cooperatives or associations of cooperatives

1. In case where a cooperative or association of cooperatives closes its business of their own free will, the closure procedures shall be implemented as follows:

a) Convene the members’ general meeting and issue the resolution on voluntary closure;

b) The members’ general meeting establishes and regulates responsibilities, rights and determines the term of the closure committee composed of members of which the number is regulated by clause 1 of Article 54 in the Law on Cooperatives;

c) The closure committee assumes responsibility to perform tasks regulated in point a and b of clause 1 of Article 54 in the Law on Cooperatives within the maximum duration of 60 days from the date of ratification of the resolution on voluntary closure, and makes a report on completion of closure.

2. In case where a cooperative or association of cooperatives is subject to compulsory closure in the cases prescribed in clause 2 of Article 54 in the Law on Cooperatives, procedures for compulsory closure of that cooperative or association of cooperative shall be implemented as follows:

a) The agency granting the certificate of registration of cooperative or association of cooperatives prepares and submits application documents for compulsory closure to the same-level People’s Committee;

b) The receiving People’s Committee issues its decision on closure and establishes the closure committee. The committee’s chair must be the representative of that People's Committee; the committee’s standing commissioner must be the representative of the regulatory authority granting the registration certificate to the requesting cooperative or association of cooperatives; other commissioners must be representatives of same-level specialized regulatory authorities, organizations representing or forming alliance with cooperatives in a province or centrally-affiliated city (if the requesting cooperative or association of cooperatives is a member of one of these organizations representing or forming alliance with cooperatives), People's Committee of a commune, ward or town where the requesting cooperative or association of cooperatives is located, the management board, the control board of the requesting cooperative or association of cooperatives, or controllers, members or member cooperatives;

c) The closure committee assumes responsibility to perform tasks regulated in point c of clause 3 of Article 54 in the Law on Cooperatives within the maximum duration of 60 days from the date of issue of the decision on compulsory closure, and makes a report on completion of closure;

d) Funds for closure shall be financed by the remaining amount of funds of the requesting cooperative or association of cooperatives. In case of lack of these funds, funds derived from the budget of the local government at the same level as the cooperative registration agency shall be used.

3. Immediately after completion of the closure as prescribed in clause 1 and 2 of this Article, the closure committee shall have to send a set of documents on closure of the requesting cooperative or association of cooperatives along with the report on completion of closure to the cooperative registration agency.

Within 5 working days of receipt of all required application documents, the cooperative registration agency shall process these documents and, if all prescribed requirements are met, remove the name of the requesting cooperative or association of cooperatives from its register, revoke the certificate of registration of cooperative or association of cooperatives or the certificate of branch, representative office or business location of cooperative or association of cooperatives, and publicly inform the closure of the requesting cooperative or association of cooperatives.