Chapter 2.
RE-REGISTRATION AND TRANSFORMATION OF FOREIGN-INVESTED ENTERPRISES
Article 7. Forms of re-registration of enterprises
1. An enterprise with 100% foreign capital with an investor shall be re-registered into a one-member limited liability company.
2. A joint-venture enterprise or an enterprise with 100% foreign capital with two or more investors shall be re-registered into a limited liability company with two or more members.
3. A foreign-invested joint-stock company shall be re-registered into a joint-stock company.
Article 8. Dossiers of re-registration of enterprises
1. Dossier of re-registration includes:
a) A written application for re-registration of the enterprise, signed by the representative at law of the enterprise, enclosed with list of members of limited liability company with two or more members or list of founding shareholders of joint-stock company of the post-reregistered enterprise;
b) Valid copies of the investment license, the modified licenses and certificates of modification of investment license (if any);
c) The draft charter of the enterprise, which has been amended to comply with the provisions of enterprise law;
d) A written record of meeting of Board of Directors for joint-venture enterprise; A written record of meeting of Board of Directors or a unified written of foreign investors (for case of having many foreign investors) or of investor for enterprise with 100% foreign capital; written record of General Meeting of Shareholders for joint-stock company regarding consent for re-registration of enterprise and approval of the enterprise charter (amended);
dd) Decision of the owner or owners of enterprise or Board of Directors of enterprise with 100% foreign capital or decision of General Meeting of Shareholders of foreign-invested joint-stock company regarding re-registration of enterprise and approval of the enterprise charter (amended);
e) Certified papers of individuals and legal entities being members of enterprise after re-registration and of the representative at law of enterprise after re-registration;
g) Financial statements of two adjacent years at time of re-registration;
h) Documents as prescribed by law involving the modified content.
2. For enterprises defined in Article 6 of this Decree, in addition to dossiers defined in Clause 1 this Article, enterprises shall submit additionally the following dossiers:
a) A written commitment to self-take responsibilities for obligations and transactions performed from time of operational expiry to time of re-registration and a written commitment to fulfill financial obligations with State;
b) Report on production and business operation of year prior to year of expiry of investment license until time of re-registration (Form No. 04-CS/SXKD) as prescribed in Circular No. 04/2011/TT-BKHDT dated March 31, 2011 of the Ministry of Planning and Investment, providing for the basic statistical reporting regime applicable to the state-owned enterprises, enterprises and projects with foreign direct investment.
3. If, when making re-registration, the enterprise requests the modification of the contents related to business registration and the investment project, in addition to dossiers defined in Clauses 1 and 2 of this Article, it needs supplement documents corresponding to the modified contents in accordance with law on investment and enterprise.
4. Dossier of re-registration is made into 03 sets, in which have at least 01 original set. In case of having contents of verification which need to be consulted Ministries, sectors or must be submitted to the Prime Minister, dossier shall be made into 10 sets, in which have at least 01 set of original dossier.
Article 9. The orders of and procedures for re-registration of enterprises
1. The enterprise applying for re-registration shall submit a dossier specified in this Decree to the investment certificate-granting agency.
2. Case not required consulting Ministries and sectors, within 15 working days, after receiving full and valid dossier, the investment certificate-granting agency shall consider and grant investment certificate.
3. Case required consulting Ministries and sectors, time for consideration and grant of investment certificate does not exceed 45 working days, after receiving full and valid dossier. Agencies consulted shall have opinions in writing within 15 working days after receiving dossier.
4. If refusing to grant a certificate, or requesting modification of the dossier, the investment certificate-granting agency shall clearly notify in writing the enterprise of the reasons thereof.
5. The investment certificate-granting agency shall write on the investment license the contents defining rights, obligations, investment incentives and commitments or conditions (if any) of investment license and the modified licenses or certificates of modification of investment license (if any).
6. The re-registered enterprises must return originals of granted investment license, the modified licenses and certificates of modification of investment license (if any) to the investment certificate-granting agency when receiving investment certificate.
Article 10. Rights and obligations of the re-registered enterprises
1. The re-registered enterprises shall take over all legitimate rights and interests, and be responsible for unpaid debts, labor contracts and other obligations of pre-reregistered enterprises.
2. A re-registered enterprise has the following rights:
a) To operate under the investment certificate
b) To be continued recognizing and enjoying investment incentives during operation according to conditions stated in investment license;
c) To retain its registered name, seal, account and tax identification number, unless the concerned information has been changed due to re-registration; or it is forced to change for conformity with legislations on enterprises, investment law and other relevant regulations; or because investor wishes to change for conformity with law;
d) Other rights provided for in law.
3. The re-registered enterprises have the following obligations:
a) To continue performing commitments or conditions (if any) stated in investment license;
b) To take responsibilities for the truthfulness and accuracy of content of the re-registration dossier;
c) To abide by legislations on enterprises, investment and relevant law.
Article 11. Dossiers of transformation of enterprises
1. Case of transformation of enterprise together with the re-registration, dossier comprises:
a) A written application for re-registration and transformation of the enterprise, signed by the representative at law of the enterprise, enclosed with list of members of limited liability company with two or more members or partnership or list of founding shareholders of the post-reregistered enterprise;
b) The draft charter of the enterprise, which has been amended to comply with the provisions of enterprise law;
c) Decision on re-registration and transformation of enterprise of the owner or owners of enterprise or of Board of Directors of enterprise with 100% foreign capital, Board of Directors of joint-venture enterprise or General Meeting of Shareholders of joint-stock company.
Decision on re-registration and transformation of enterprise must contain the principal content of: names and addresses of the head offices of the pre-transformed enterprise and transformed enterprise; time limit and conditions for the transfer of property, contributed capital amounts, shares or bonds of the foreign-invested enterprise to the transformed enterprise; plan on employment of laborers; and time limit for transformation;
d) Valid copies of the investment license, the modified licenses or certificates of modification of investment license (if any);
dd) Financial statements of two adjacent years at time of transformation;
e) Documents as prescribed by law involving the modified content.
2. Dossier of transformation of enterprise together with the re-registration as prescribed at Clause 1 this Article in case of addition of new members or shareholders, in addition to papers mentioned above, dossier also comprise:
a) For a new member being an individual: a copy of the identity card, passport or other lawful personal identification paper in accordance with the current regulations;
b) For a new member being a legal person: a copy of the establishment decision, business registration certificate or other paper of equivalent validity of the legal person; the authorization decision in case of representative under authorization (in which must contain content, scope and duration of authorization), identity card, passport or other lawful personal identification paper of the authorized representative.
For a new member being a foreign legal person, the copies of the business registration certificate and charter or other paper of equivalent validity must be consul legalized in accordance with current regulations within 3 months before the date of submission of the dossier.
3. In case of transformation of enterprises after enterprises have re-registered, the transformation dossier shall comply with the respective provisions of enterprise Law, investment Law and documents guiding implementation.
4. Dossier of transformation of enterprise is made into 05 sets, in which have at least 01 original set. In case of having contents which must be submitted to the Prime Minister or be consulted by Ministries, sectors, dossier shall be made into 10 sets, in which have at least 01 set of original dossier.
Article 12. The orders of and procedures for transformation of enterprises
1. Case of transformation of enterprise together with re-registration, enterprise may submit dossier as prescribed at Clause 1 Article 11 of this Decree at the investment certificate-granting agency.
2. Decision on re-registration and transformation of enterprise must be sent to all debt owners and be notified employees in enterprise within 15 days, after decision is approved.
3. Case not required consulting Ministries and sectors, within 15 working days, after receiving a full and valid dossier, the investment certificate-granting agency shall consider and grant investment certificate.
4. Case required consulting Ministries and sectors, time for consideration and grant of investment certificate does not exceed 45 working days, after receiving full and valid dossier. Agencies consulted shall have opinions in writing within 15 working days after receiving dossier.
5. If refusing to grant a certificate, or requesting modification of the dossier, the investment certificate-granting agency shall clearly notify in writing the enterprise of the reasons thereof.
6. The investment certificate-granting agency shall write on the investment license the contents defining rights, obligations, investment incentives and commitments or conditions (if any) of investment license and the modified licenses or certificates of modification of investment license (if any).
7. The transformed enterprises must return originals of granted investment license, the modified licenses and certificates of modification of investment license (if any) to the investment certificate-granting agency when receiving investment certificate.
Article 13. Rights and obligations of the transformed enterprises
1. Enterprises are entitled to do transformation of enterprise together with the re-registration of enterprise.
2. The transformed enterprises shall take over all legitimate rights and interests, and be responsible for unpaid debts, labor contracts and other obligations of pre-transformed enterprises.
3. The transformed enterprises are entitled to further enjoy investment incentives and perform commitments and conditions stated in investment license for investment project already been licensed.
4. The transformed enterprises must satisfy conditions as prescribed by concerned law for each case of transformation.
5. Enterprises shall take responsibilities for the truthfulness and accuracy of content of the transformation dossier.
6. The transformed enterprises have other rights and obligations as prescribed by law.
Tìm kiếm
Nghị định 194/2013/NĐ-CP (Bản Word)
Nghị định 194/2013/NĐ-CP (Bản Pdf)