Chapter I
GENERAL PROVISIONS
Article 1. Scope
This Decree deals with necessary documents and procedures for registration of enterprises and business households; business registration authorities
Article 2. Regulated entities
This Decree applies to:
1. Vietnamese, foreign organizations and individuals (hereinafter referred to as entities) applying for enterprise registration under Vietnam’s law;
2. Individuals, groups of individuals, and households applying for registration of business households under this Decree;
3. Business registration authorities;
4. Tax authorities;
5. Other entities involved in enterprise registration.
Article 3. Interpretation of terms
In this Decree, the terms below are construed as follows:
1. Enterprise registration means the enterprise’s founder registering information about the enterprise to be established; an enterprise registering changes or intended changes in information about enterprise registration with the business registration authority, which is retained in National Enterprise Registration Database. Enterprise registration includes registration of enterprise establishment, registration of changes of enterprise registration information, and other obligation to register, notify under this Decree.
2. National Enterprise Registration Information System means the system of dedicated information about enterprise registration established and operated by the Ministry of Planning and Investment in cooperation with other agencies to send, receive, store, display, or perform other tasks serving enterprise registration.
3. National Business Registration Portal is an electronic information portal for entities to apply for enterprise registration online, access information about enterprise registration, publish enterprise registration information, and for business registration authorities to issue certificates of enterprise registration.
4. National Enterprise Registration Database is the collection of data about enterprise registration nationwide. Information in the application for enterprise registration and legal status of the enterprise stored in National Enterprise Registration Database are considered original information about the enterprise.
5. Online enterprise registration means the enterprise’s founder or the enterprise applying for enterprise registration via National Business Registration Portal.
6. Online application for enterprise registration means the application for enterprise registration submitted via National Business Registration Portal which consists of the same documents as those of the paper application that are converted into digital formats. An online application for enterprise registration is as valid as a paper one.
7. Electronic document means electronic data created online or scanned from a paper document in the .doc or .pdf format, which contains the exact and complete information on the paper document.
8. Public digital signature means a form of electronic signature prescribed by regulations of law on digital signature and authentication of digital signature.
9. Business registration accounts are accounts created by National Enterprise Registration Information System for organizations and individuals to apply for enterprise registration online. Business registration accounts are used for authentication of online application for enterprise registration in case the enterprise’s founder or the enterprise does not use a public digital signature.
10. Legitimate copies of documents in the application for enterprise registration are copies taken from the master register or copies authenticated by a competent authority, or copies that have been compared to the originals.
11. Document digitalization means scanning information on papers and converting them into electronic documents.
12. Data standardization means reviewing, comparing, and adjusting information about enterprise registration and status of enterprises in National Enterprise Registration Database.
Article 4. Rules for enterprise registration
1. The enterprise’s founder or the enterprise shall complete the application for enterprise registration and take legal responsibility for the legitimacy, truthfulness, and accuracy of information therein. If an enterprise has multiple legal representatives, their signatures in the application for enterprise registration have the same value.
2. The business registration authority is responsible for the legitimacy of the application for enterprise registration, not violations against the law committed by the enterprise and the enterprise’s founder.
3. The business registration authority does not have the responsibility to settle disputes between members, shareholders of the company or between the enterprise with other entities.
Article 5. The right to establish enterprises and obligation to apply for enterprise registration of the enterprise’s founder
1. Establishing enterprises is the right of every individual and organization. This right is protected by the State.
2. The enterprise’s founder or the enterprise has the obligation to apply for enterprise registration in accordance with this Decree and relevant legislative documents.
3. Business registration authorities and other agencies are prohibited to harass applicants while receiving and processing applications for enterprise registration.
4. Ministries, ministerial agencies, the People’s Councils and the People’s Committees are not permitted to promulgate their own regulations on enterprise registrations. Regulations on enterprise registration promulgated by Ministries, ministerial agencies, the People’s Councils and the People’s Committees against this Clause shall be annulled from the effective date of this Decree.
Article 6. Application form for enterprise registration and certificate of enterprise registration
1. Templates of the application form for enterprise registration and certificate of enterprise registration promulgated by the Ministry of Planning and Investment are used nationwide.
2. Certificates of enterprise registration are issued to enterprises established and operated under the Law on Enterprises. Contents of the certificate of enterprise registration are specified in Article 29 of Law on Enterprises and written according to information in the application for enterprise registration. The certificate of enterprise registration is also the tax registration certificate of the enterprise. The certificate of enterprise registration is not a business license.
3. In case the content of a certificate of enterprise registration, certificate of branch/representative office registration, or certificate of registration of business location in the form of electronic data in the National Enterprise Registration Database is at the same time different from that of the paper certificate, the one on which information is consistent with information in the application for enterprise registration shall prevail.
Article 7. Writing business lines
1. When registering establishment of an enterprise, notifying changes of business lines, or applying for the certificate of enterprise registration, the enterprise’s founder or the enterprise shall select the level 4 business lines in Vietnam’s system of business lines and write them on the application for enterprise registration, notification of changes of enterprise registration, or application for the certificate of enterprise registration. The business registration authority shall provide instruction, compare information, and enter the enterprise’s business lines in National Enterprise Registration Database.
2. Specific level 4 business lines will be specified in a Decision of the Minister of Planning and Investment.
3. Conditional business lines prescribed in other legislative documents shall be written as prescribed therein.
4. Business lines that are not mentioned in Vietnam’s system of business lines but prescribed in other legislative documents shall be written as prescribed therein.
5. Business lines that are not mentioned in Vietnam’s system of business lines and also not in other legislative documents, the business registration authority shall consider adding them to National Enterprise Registration Database if they are not prohibited, then request the Ministry of Planning and Investment (General Statistics Office) to consider adding new business lines.
6. In case an enterprise wishes to register more detailed business lines than level 4, it shall select a level 4 business line in Vietnam’s system of business lines, then specify the enterprise's business lines right under the level 4 line, provided the detailed lines are appropriate for the level 4 line.
7. Business lines prescribed in Clause 3 and Clause 4 of this Article shall be written in accordance with Clause 6 of this Article, which means detailed business lines must be written under the business lines prescribed by relevant legislative documents.
8. Enterprises are entitled to engage in conditional business lines if they satisfy all conditions and are able to maintain fulfillment of such conditions throughout their operation. Specialized agencies are responsible for management of conditional business lines and inspection of enterprises’ fulfillment of conditions.
9. When a business registration authority receives a notification from a competent authority that an enterprise is engaging in conditional business lines without satisfying all conditions, the business registration authority shall request the enterprise to stop engaging in such conditional business lines. If the enterprise fails comply with the request, the business registration authority shall request the enterprise to report as prescribed in Point c Clause 1 Article 209 of Law on Enterprises. If the enterprise fails to report, the business registration authority shall revoke the certificate of enterprise registration as prescribed in Point d Clause 1 Article 211 of Law on Enterprises.
Article 8. Enterprise ID number, ID numbers of affiliates of enterprises and business locations
1. Each enterprise is issued with a single enterprise ID number. This number is also the enterprise’s taxpayer identification number (TIN).
2. The enterprise ID number exists throughout its operation and shall not be issued to any other organization or individual. When an enterprise ceases to operate, the enterprise ID number will be invalidated.
3. Enterprise ID numbers are created, sent, and received automatically by National Enterprise Registration Information System, tax registration information system, and written on certificates of enterprise registration.
4. Regulatory agencies shall uniformly use enterprise ID number to manage and exchange information about enterprises.
5. ID numbers of an enterprise’s affiliates are issued to the enterprise’s branches and representative offices.
6. ID number of a business location is a series of 5 digits from 00001 to 99999. This number is not TIN of the business location.
7. In case the TIN of the enterprise, branch, or representative office is invalidated because of tax offences, it must not be used in business transactions from the day on which the TIN invalidation is announced by the tax authority.
8. With regard to branches and representative offices that are established before the effective date of this Decree but have not had their own ID numbers, the enterprise shall contact the tax authority to be issued with a 13-digit TIN, then change the registration information at the Business Registration Office as prescribed.
9. Enterprise ID numbers of enterprises established and operated under investment license or certificate of investment (also the Certificate of Business Registration) are their TINs.
Article 9. Quantity of application for enterprise registration
1. Each enterprise or its founder shall submit 01 application for enterprise registration.
2. The business registration authority must not request the enterprise or its founder to submit more applications or documents other than those in the application for enterprise registration as prescribed.
Article 10. Personal identification numbers in the application for enterprise registration
1. Vietnamese citizen: unexpired ID card or Vietnamese passport
2. Foreigner: unexpired foreign passport or an equivalent document.
Article 11. Authorization of enterprise registration
In case the enterprise or its founder authorizes another organization or individual to follow enterprise registration procedures, the authorized person must submit one of the personal identification papers in Article 10 of this Article together with:
1. A legitimate copy of the service contract between the enterprise or its founder and the enterprise registration agent, and a letter of introduction; or
2. The letter of attorney as prescribed by law.
Article 12. Granting enterprise registration under contingency procedures
1. Granting enterprise registration under contingency procedures means granting enterprise registration without using National Enterprise Registration Information System .
2. Business registration authority and tax authority shall cooperate in enterprise registration under contingency procedures according to the for paper document circulation.
3. Depending on the expected time of recovery of National Enterprise Registration Information System , except for force majeure events, the Ministry of Planning and Investment shall make a prior notice of time for business registration authorities to grant enterprise registration under contingency procedures.
4. Within 15 working days from the end of contingency procedures for enterprise registration, business registration authorities must update new information on National Enterprise Registration Database.
Tìm kiếm
Nghị định 78/2015/NĐ-CP (Bản Word)
Nghị định 78/2015/NĐ-CP (Bản Pdf)