Chương 7 Nghị định 43/2010/NĐ-CP về đăng ký doanh nghiệp: Trình tự, thủ tục đăng ký tạm ngừng kinh doanh, cấp lại giấy chứng nhận đăng ký doanh nghiệp, thu hồi giấy chứng nhận đăng ký doanh nghiệp, giấy chứng nhận đăng ký hộ kinh doanh

Chapter VII

ORDER OF AND PROCEDURES FOR REGISTRATION OF TEMPORARY CESSATION OF BUSINESS OPERATION. RE-GRANT OR REVOCATION OF ENTERPRISE REGISTRATION CERTIFICATES OR BUSINESS HOUSEHOLD REGISTRATION CERTIFICATES

Article 57. Temporary cessation of business operation

An enterprise or a business household that temporarily ceases its business operation shall send a written notice thereof to the business registration office with which it has registered its business and the tax office at least 15 days before the temporary cessation. Such a notice must contain the following details:

1. The enterprise's name, head office address, enterprise identification number and date of grant of its enterprise registration certificate or another equivalent paper, for enterprises; or the business household registration certificate, for business households.

2. Its business lines.

3. The temporary business cessation duration, the starting and ending dates thereof. The temporary business cessation duration indicated in the notice must not exceed one year. After the temporary cessation duration indicated in the notice, if the enterprise or business household sustains its operation cessation, a further notice shall be sent to the business registration office. The total time of temporary cessation must not exceed 2 years.

4. The reasons for temporary business cessation.

5. The full name and signature of the enterprise's representative at law or the business household's representative.

This notice must be enclosed with the decision and a copy of the minutes of the Members' Council meeting, for limited liability companies with two or more members; of the company owner, for one-member limited liability companies, of the Shareholders General Meeting, for joint-stock companies: or of general partners, for partnerships.

Business registration offices shall receive notices and input information into the national enterprise registration information system for monitoring.

District-level business registration offices shall receive notices of business households and file them in business household registration dossiers for monitoring.

Article 58. Re-grant of enterprise registration certificates

In case its enterprise registration certificate is lost, burnt, torn, ragged or otherwise destroyed, an enterprise may send an application for the re-grant of an enterprise registration certificate to the business registration office that granted the old enterprise registration certificate to it.

Business registration offices shall receive applications for the re-grant of enterprise registration certificates and consider and re-grant enterprise registration certificates within 5 working days after receiving the applications.

Article 59. Revocation of enterprise registration certificates

1. Cases of revocation of enterprise registration certificates are specified in Clause 2. Article 165 of the Law on Enterprises. Point g. Clause 1. Article 93 of the Law on Tax Administration.

2. The order of and procedures for revoking enterprise registration certificates under court rulings comply with the guidance of competent state agencies.

Article 60. Order of and procedures for revoking enterprise registration certificates

1. In case a business registration office detects forged declarations in an enterprise registration dossier:

If the business registration office detects forged declarations in an enterprise registration dossier of a newly founded enterprise, it shall issue a notice of the violation of the enterprise and a decision to revoke its registration certificate;

If the business registration office detects forged declarations in a dossier of registration of a change in enterprise registration, it shall issue a notice of the violation of the enterprise and cancel the change based on untruthful information and restore the enterprise registration certificate granted based on the latest valid dossier, and concurrently notify such to a competent agency for handling under law.

2. If a private enterprise owner, a member of a limited liability company, a founding shareholder of a joint-stock company or a general partner of a partnership falls into the category of those who are banned from founding an enterprise under Clause 2. Article 13 of the Law on Enterprises:

a/ For a private enterprise or one-member limited liability company owned by an individual: The business registration office with which the enterprise has registered its business shall issue a notice of the violation and a decision to revoke its registration certificate.

b/ For a limited liability company with two or more members, one-member limited liability company owned by an organization, joint-stock company or partnership: The business registration office with which the enterprise has registered its business shall make a written request for the enterprise to change members or shareholders who do not have the right to found an enterprise within 30 days from the date of notification. Past that time limit, if the enterprise fails to register the change of members or shareholders, the business registration office shall issue a notice of the violation of the enterprise and a decision to revoke its registration certificate.

3. For enterprises that violate Points c. d. e and f, Clause 2. Article 165 of the Law on Enterprises, the business registration office shall issue a notice of the violation and request the representative at law of the enterprise to give explanations. After 10 working days from the deadline stated in the notice, if the requested person does not show up or his/her explanations are unreasonable, the business registration office shall issue a decision to revoke the enterprise registration certificate.

4. When an enterprise fails to send a report as required at Point g. Clause 2. Article 165 of the Law on Enterprises, within 10 working days from the expiration of the time limit for sending reports, the business registration office shall send a notice of the violation and request the representative at law of the enterprise to give explanations. After 10 working days from the date of appointment for giving explanations indicated in the notice, if the representative does not show up or his/her explanations are unreasonable, the business registration office shall issue a notice of the violation of the enterprise and issue a decision to revoke its registration certificate.

5. If the business registration office detects that the enterprise has conducted a banned business line, it shall issue a notice of the violation and a decision to revoke the enterprise registration certificate and concurrently inform competent state agencies for handling under law.

6. In case an enterprise is subject to enforcement of a tax administrative decision specified at Point g. Clause 1. Article 93 of the Law on Tax Administration, after receiving a written request of the head of the tax administration office defined at Point b. Clause 2. Article 102 of the Law on Tax Administration for revocation of the enterprise registration certificate, the business registration office shall carry out procedures for revoking the enterprise registration certificate according to the order and procedures specified in Clause 3 of this Article.

7. After receiving the decision on revocation of its enterprise registration certificate, an enterprise shall carry out its dissolution under Article 158 of the Law on Enterprises. Within 6 months from the date of issuance of the decision to revoke the enterprise registration certificate, if the dissolution dossier of the enterprise is not received, the enterprise shall be considered having been dissolved and the business registration office shall deregister the enterprise. In this case, the representative at law and all members, for limited liability companies with two or more members; the company owner, for one-member limited liability companies: the enterprise owner, for private enterprises: all members of the Board of Directors, for joint-stock companies; and all general partners, for partnerships, shall be held jointly responsible for all debts and unfulfilled asset obligations.

8. Information on revocation of an enterprise registration certificate shall be input into the national enterprise registration information system and transmitted to tax offices within 2 working days after the issuance of a decision on revocation.

Article 61. Cases of revocation of business household registration certificates

A business household has its business household registration certificate revoked in the following cases:

1. It fails to commence business operation within 6 months after being granted a business household registration certificate;

2. It ceases business operation for 6 consecutive months without notifying such to the district-level business registration office with which it has registered business;

3. It relocates its business place to another district;

4. It conducts a banned business line.

5. It has been founded by persons who are not allowed to found a business household.