Chương 1 Nghị định 43/2010/NĐ-CP về đăng ký doanh nghiệp: Quy định chung

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

This Decree provides in detail dossiers, order and procedures for registration of enterprises and business households; and specifies business registration offices and agencies in charge of state management of enterprise registration.

Article 2. Subjects of application

This Decree applies to the following subjects:

1. Domestic organizations and individuals and foreign organizations and individuals that make enterprise registration under Vietnamese law:

2. Individuals, groups of individuals and households that make registration of business households under this Decree;

3. Business registration offices;

4. Tax offices;

5. Other organizations and individuals involved in enterprise registration.

Article 3. Interpretation of terms

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

1. Enterprise registration provided in this Decree covers business registration and tax registration for enterprises established under the Law on Enterprises. Enterprise registration includes registration of the establishment of a new enterprise and registration of changes in enterprise registration.

2. Enterprise registration certificate means a written or electronic document granted by a business registration office to an enterprise, indicating information on business registration and tax registration declared by the enterprise.

An enterprise registration certificate serves concurrently as the business registration certificate and the tax registration certificate of an enterprise.

3. National enterprise registration information system means a specialized enterprise registration information system built and operated by the Ministry of Planning and Investment in coordination with concerned agencies to transmit, receive, store, display or otherwise process data for enterprise registration. The national enterprise registration information system consists of the national enterprise registration portal and the national enterprise registration database.

4. National enterprise registration portal means a website for online enterprise registration or access to enterprise registration information by organizations and individuals and used for the grant of enterprise registration certificates by business registration offices.

5. National enterprise registration database means a set of data on enterprise registrations made nationwide. Information in enterprise registration dossiers stored in the national enterprise registration database is legally valid as original information on enterprises.

Article 4. Principles to be applied in carrying out enterprise registration procedures

1. Enterprise founders shall themselves make declarations in their enterprise registration dossiers and be held responsible before law for the completeness, lawfulness, truthfulness and accuracy of information declared in these dossiers.

2. Business registration offices are responsible for the validity of enterprise registration dossiers but not responsible for violations committed by enterprises before and after enterprise registration.

3. Business registration offices will not settle disputes among members and shareholders of companies or between them and other organiza­tions and individuals in the course of operation.

4. Coercive measures to enforce tax administrative decisions related to enterprise identification numbers shall be taken under the Law on Tax Administration and guiding documents.

Article 5. The right of enterprise founders to establish enterprises and their obligation to make enterprise registration

1. To establish enterprises in accordance with law is the right of individuals and organizations, which is protected by the State.

2. Enterprise founders are obliged to make enterprise registration under this Decree and relevant legal documents.

3. Business registration offices and other agencies are prohibited from troubling to organizations and individuals when receiving dossiers and making enterprise registration.

4. Ministries, ministerial-level agencies. People's Councils and People's Committees at all levels may not promulgate regulations on enterprise registration to be exclusively applied to their own branches or localities.

5. Enterprises shall register changes in their enterprise registrations within 10 working days after they decide on these changes, unless otherwise provided for by law.

6. Enterprises shall submit their financial statements to business registration offices under law.

Article 6. Enterprise registration applications and certificates

1. An enterprise registration application includes contents on business registration and those on tax registration.

2. Enterprise registration certificates shall be issued to enterprises operating under the Law on Enterprises. Contents of an enterprise registration certificate include those specified in Article 25 of the Law on Enterprises and Article 26 of the Law on Tax Administration and are consistent with information indicated in the enterprise registration application.

3. Forms of enterprise registration application and enterprise registration certificate shall be set by the Ministry of Planning and Investment and applied uniformly nationwide.

4. Enterprises which have been issued business registration certificates or business and tax registration certificates before the effective date of this Decree are not required to convert these certificates into enterprise registration certificates. Enterprises shall be issued new enterprise registration certificates when they register changes in their registration contents.

5. In case enterprises wish to convert their business registration certificates or business and tax registration certificates into enterprise registration certificates without changing business and tax registration contents, they shall submit their applications enclosed with original business registration certificates and original tax registration certificates or original business and tax registration certificates to business registration offices for the grant of enterprise registration certificates.

Article 7. Business lines

1. Business lines shall be written in enterprise registration certificates under level-four codes in the Vietnamese system of economic sectors, except for banned business lines.

Specific contents of sub-sectors of level-four economic sectors must comply with regulations on contents of the Vietnamese system of economic sectors promulgated by the Ministry of Planning and Investment.

The coding of business lines registered in enterprise registration certificates is only for the statistical purpose.

Based on the Vietnamese system of economic sectors, enterprise founders may select business lines and write the codes of these business lines in their enterprise registration applications. Business registration offices shall check and indicate these business lines and codes in enterprise registration certificates.

2. Conditional business lines that are stipulated in other legal documents shall be written in enterprise registration certificates according to those legal documents.

3. Business lines that are not yet included in the Vietnamese system of economic sectors but are stipulated in other legal documents shall be written in enterprise registration certificates according to those legal documents.

4. Business lines that are neither included in the Vietnamese system of economic sectors nor stipulated in other legal documents, business registration offices shall notify them to the Ministry of Planning and Investment (the Genera! Statistics Office) for consideration and addition of new codes.

5. Conditional business lines are stipulated in laws of the National Assembly, ordinances of the National Assembly Standing Committee and decrees of the Government. It is prohibited to stipulate conditional business lines or issue legal documents thereon ultra vires. Enterprises may conduct these business lines as soon as they fully satisfy the conditions prescribed by law. The state management of conditional business lines and inspection of satisfaction of business conditions by enterprises shall be performed by specialized agencies defined by specialized laws.

6. For business lines that require practicing certificates, conditions on the grant of relevant practicing certificates and use of these certificates in production and business operations of enterprises comply with specialized laws.

Article 8. Enterprise identification numbers

1. Every enterprise shall be granted a sole identification number which is called enterprise identification number. Such an identification number serves concurrently as the business registration number and tax identification number of an enterprise.

2. An enterprise identification number will exist throughout the course of operation of the enterprise and must not be re-granted to another organization or individual. When the enterprise terminates its operation, its enterprise identification number will no longer be valid and must not be reused.

Private enterprise identification numbers comply with the tax law.

3. Enterprise identification numbers shall be stored in the national enterprise registration information system and written in enterprise registration certificates.

4. Throughout the course of operation, from the establishment to operation termination of an enterprise, an enterprise identification number shall be used for the declaration and payment of all payable taxes, even in case the enterprise conducts different business lines or production and business operations in different localities.

5. Identification numbers of affiliated units of an enterprise shall be granted to its branches, representative offices and business places.