Chương IV Nghị định 78/2015/NĐ-CP: Hồ sơ, trình tự, thủ tục đăng ký doanh nghiệp đăng ký hoạt động chi nhánh, văn phòng đại diện, địa điểm kinh doanh

Chapter IV

DOCUMENTS AND PROCEDURES FOR REGISTRATON OF ENTERPRISES, BRANCHES, REPRESENTATIVE OFFICES, AND BUSINESS LOCATIONS

Article 21. Application for registration of private enterprises

1. Application form for enterprise registration

2. Legitimate copy of one of the private enterprise’s owner ID papers prescribed in Article 10 of this Decree (hereinafter referred to as ID papers).

Article 22. Application for registration of multi-member limited liability companies, joint-stock companies, and partnerships

1. Application form for enterprise registration

2. The company’s charter.

3. List of members of the multi-member limited liability company or partnership; list of founding shareholders and foreign shareholders of the joint-stock company. List of authorized representatives of foreign shareholders being organizations.

4. Legitimate copies of:

a) ID paper if the founder is an individual;

b) The decision on establishment or certificate of enterprise registration or an equivalent document, ID paper of the authorized representative and the letter of attorney if the founder is an organization;

c) The certificate of investment registration if the enterprise is founded or co-founded by foreign investors or foreign-invested business organizations according to the Law on Investment and its instructional documents.

Article 23. Application for registration of single-member limited liability company

1. Application form for enterprise registration

2. The company’s charter.

3. A legitimate copy of one of the authorized representative’s ID papers prescribed in Article 10 of this Decree if the single-member limited liability company is operated under Point a Clause 1 Article 78 of the Law on Enterprises.

A list of authorized representatives and legitimate copies of ID papers of each authorized representative if the single-member limited liability company is operated under Point b Clause 1 Article 78 of the Law on Enterprises.

4. Legitimate copies of:

a) ID paper of the company’s owner if the company is owned by is an individual;

b) The decision on establishment or certificate of enterprise registration or an equivalent document, the Charter or an equivalent document of the company’s owner if the company’s owner is an organization (except for the State);

c) The certificate of investment registration if the enterprise is founded by foreign investors or foreign-invested business organizations according to the Law on Investment and its instructional documents.

5. The letter of attorney if the company is owned by an organization.

Article 24. Application for registration of companies established after a full/partial division, consolidation, merger

1. In case of full division of a limited liability company or joint-stock company, apart from the documents mentioned in Article 22 and Article 23 of this Decree, the applications for enterprise registration of new companies must include the resolution on full division of company according to Article 192 of the Law on Enterprises, a legitimate copy of the minutes of meeting on company division of the Board of members if the company is a multi-member limited liability company, of the General meeting of shareholders if the company is a joint-stock company, and a legitimate copy of the certificate of enterprise registration or an equivalent document of the divided company.

2. In case of partial division of a limited liability company or joint-stock company, apart from the documents mentioned in Article 22 and Article 23 of this Decree, the application for enterprise registration of transferee company must include the resolution on partial division of company according to Article 193 of the Law on Enterprises, a legitimate copy of the minutes of meeting on partial division of company of the Board of members if the company is a multi-member limited liability company, of the General meeting of shareholders if the company is a joint-stock company, and a legitimate copy of the certificate of enterprise registration or an equivalent document of the (divided company) transferor company.

3. In case of consolidation of several companies into a new company, apart from the documents mentioned in Article 22 and Article 23 of this Decree, the application for enterprise registration of consolidated company must include documents prescribed in Article 194 of the Law on Enterprises and a legitimate copy of the certificate of enterprise registration or an equivalent document of the consolidating companies.

4. In case of merger of one or some companies into another company, apart from the documents mentioned Chapter VI of this Decree, the application for enterprise registration of acquirer company must include documents prescribed in Article 195 of the Law on Enterprises and legitimate copies of certificates of enterprise registration or equivalent documents of the acquirer companies and acquired companies.

Article 25. Application for enterprise registration in case of conversion

1. In case of conversion of a single member limited company into a multi-member limited liability company, the application for registration of conversion consists of:

a) Application form for enterprise registration;

b) Charter of the converted company according to Article 25 of the Law on Enterprises;

c) A list of members and legitimate copies of ID papers of the company’s members that are individuals and legitimates copies of certificate of enterprise registration or equivalent documents of the company’s members being organizations.

d) Transfer contract or documents proving completion of the transfer; or giveaway contract in case the company’s owner gives away part of charter capital to another individual or organization; the decision of the company’s owner on raising more capital (if any).

2. In case of conversion of a multi-member limited liability company into a single member limited company, the application for registration of conversion consists of:

a) Application form for enterprise registration;

b) Charter of the converted company according to Article 25 of the Law on Enterprises;

c) Legitimate copy of ID paper of the company’s owner if the company is owned by an individual, or legitimate copy of the decision on establishment or certificate of enterprise registration or equivalent documents of the company if the company is owned by a organization;

d) Legitimate copy of ID paper of the authorized representative if the single-member limited liability company is operated under Point a Clause 1 Article 78 of the Law on Enterprises.

A list of authorized representatives and legitimate copies of ID papers of each authorized representative if the single-member limited liability company is operated under Point b Clause 1 Article 78 of the Law on Enterprises.

The letter of attorney if the company is owned by an organization.

dd) The contract to transfer stakes in the company or documents proving completion of the transfer;

e) A decision and legitimate copy of the minutes of meeting of the Board of members of the multi-member limited liability company on conversion of the company.

3. In case of conversion of a private enterprise into a limited liability company, the application for registration of conversion consists of:

a) Application form for enterprise registration;

b) Charter of the converted company according to Article 25 of the Law on Enterprises;

c) A list of creditors and unpaid debts, including tax debts, and deadlines for paying them; list of current employees; list of unfinished contracts;

d) A list of members as prescribed in Article 26 of the Law on Enterprises in case of conversion into a multi-member limited liability company; legitimate copies of ID papers of the company’s members that are individuals and legitimates copies of certificate of enterprise registration or equivalent documents of the company’s members being organizations.

dd) A written commitment of the private enterprise’s owner to take personal responsibility with all of his property for every unpaid debt of the private enterprise and to pay the debts when they are due;

e) A decision and legitimate copy of the minutes of meeting of the Board of members of the multi-member limited liability company on conversion of the company.

a) A written commitment of the private enterprise’s owner or agreement between the private enterprise’s owner and other capital contributors on keep using current employees of the private enterprise.

4. In case of conversion of a limited liability company into a joint-stock company and vice versa, the application for registration of conversion consists of:

a) Application form for enterprise registration;

b) Charter of the converted company according to Article 25 of the Law on Enterprises;

c) A decision of the company’s owner or a decision and legitimate copy of the minutes of meeting of the Board of members or the General Meeting of Shareholders on conversion of the company;

d) A list of members or a list of founding shareholders, foreign shareholders, and legitimate copies of the documents prescribed in Clause 4 Article 22 and Clause 4 Article 23 of the Law on Enterprises;

dd) The contract for stake transfer or documents proving completion of the transfer or agreement on capital contribution.

5. Conversion of a company in case of inheritance shall comply with regulations on conversion of corresponding type of company. In this case, the transfer contract or documents proving completion of the transfer shall be replaced with documents certifying the lawful right of inheritance.

Article 26. Documents and procedures for registration of credit institutions

1. Documents and procedures for registration of credit institutions, their affiliates, notification of establishment of business locations of credit institutions shall comply with this Decree and vary according to the type of business; the application must include a legitimate copy of the license or written approval issued by the State bank of Vietnam.

2. In case the State bank of Vietnam appoints the representative of a credit institution under special control, the application for registration of replacement of representative shall comply with Article 43 of this Decree. The decision of the owner (if the company is a the single-member limited liability company), the decision and legitimate copy of the minutes of meeting of the Board of members (if the company is a multi-member limited liability company), the decision and legitimate copy of the minutes of meeting of the General meeting of shareholders or the Board of Directors (if the company is a joint-stock company) shall be replaced with a legitimate copy of the decision on appointment of the credit institution’s representative by the State bank of Vietnam.

3. In case the State bank of Vietnam directly contributes capital or buy shares, or appoints another credit institution to contribute capitals of buy shares of a credit institution under special control, the application for change of enterprise registration information shall comply with relevant regulations of this Decree. The decision of the owner (if the company is a the single-member limited liability company), the decision and legitimate copy of the minutes of meeting of the Board of members (if the company is a multi-member limited liability company), the decision and legitimate copy of the minutes of meeting of the General meeting of shareholders or the Board of Directors (if the company is a joint-stock company), the transfer contract or documents proving completion of the transfer shall be replaced with a legitimate copy of the decision of the State bank of Vietnam.

Article 27. Receiving and processing applications for enterprise registration

1. The enterprise, its founder or authorized representative shall submit applications at Business Registration Office of the province where the enterprise’s headquarters is situated.

2. Applications for enterprise registration shall be received and updated on National Enterprise Registration Information System  when:

a) It contains adequate documents as prescribed in this Decree;

b) The enterprise’s name has been written on the application form for enterprise registration or change of enterprise registration information or notification of change of enterprise registration information;

c) There is an address of the person who submits the application for enterprise registration;

d) Fees and charges for enterprise registration are fully paid.

3. After receiving an application for enterprise registration, Business Registration Office shall give a confirmation slip to the person who submits the application.

4. After giving the confirmation slip, Business Registration Office shall enter information in the application for enterprise registration into National Enterprise Registration Information System  and check the legitimacy of the application and documents contained therein.

Article 28. Time limit for issuing certificate of enterprise registration and confirmation of change of enterprise registration information

1. Business Registration Office shall issue the certificate of enterprise registration and confirmation of change of enterprise registration information within 03 working days from the receipt of the satisfactory application.

2. If the application is not satisfactory, Business Registration Office shall inform the applicant of necessary revisions and supplementation within 03 working days from the receipt of the application. Business Registration Office must include every necessary revision and supplementation to the application in a notification.

3. After the aforementioned deadline, if the certificate of enterprise registration or certificate of change of enterprise registration information is not issued or enterprise registration information on National Enterprise Registration Database is not changed, or no notification of necessary revisions and supplementation to the application for enterprise registration is received, the enterprise or its founder is entitled to lodge a complaint as prescribed by regulations of law on complaints and denunciation.

Article 29. Issuance of certificate of enterprise registration

1. Every enterprise shall be issued with the certificate of enterprise registration when all of the conditions in Clause 1 Article 28 of the Law on Enterprises are satisfied.

2. Every enterprise may receive the certificate of enterprise registration directly at Business Registration Office or pay a charge to receive it by post.

3. Information on the certificate of enterprise registration is effective from its issuance date. The enterprise is entitled to do business from the issuance date of the certificate of enterprise registration, except for conditional business lines.

4. The enterprise is entitled to request Business Registration Office to provide copies of the certificate of enterprise registration and pay fees for them.

Article 30. Standardization and update of enterprise registration data

1. In case information about enterprise registration on the certificate of enterprise registration or confirmation of change of enterprise registration information is not consistent with that on the application for enterprise registration, Business Registration Office shall make a notice and rectify information or instruct the enterprise to do so.

2. In case information about enterprise registration on National Enterprise Registration Database is inadequate or inaccurate compared to the certificate of enterprise registration or the paper application for enterprise registration because of data transfer process, Business Registration Office shall update information or instruct the enterprise to do so.

3. The enterprise has the responsibility to update information about its phone number and email when changing enterprise registration information.

4. Standardization of data, digitalization of documents, update and transfer of enterprise registration data of applications for enterprise registration submitted before the effective date of this Decree shall be carried on according to annual plans of Business Registration Offices.

5. The Ministry of Planning and Investment shall provide detailed guidance on this Article.

Article 31. Provision of enterprise registration information

1. Within 05 working days from the issuance date of the certificate of enterprise registration or changes of enterprise registration information, Business Registration Office shall send information about enterprise registration or changes of enterprise registration information to the tax authority, statistical agency, employment authority, and social insurance authority. The authorities using enterprise registration information sent by Business Registration Office must not request enterprises to provide information that is already sent by Business Registration Office.

2. Business Registration Office shall send a monthly list of enterprises registered in the previous month, including their information, to relevant regulatory bodies and the People’s Committee of the district where the enterprise’s headquarters is situated.

3. The provision and exchange of enterprise registration information between business registration authority and other regulatory authorities shall be done in the form of paper or electronic documents.

4. Other organizations and individuals may pay fees to obtain information about enterprise registration, legal status, and financial statements of enterprises via National Business Registration Portal or at Business Registration Office or the Ministry of Planning and Investment.

Article 32. Fees and charges for enterprise registration

1. The enterprise or its founder must pay fees and charges for enterprise registration when submitting the application for enterprise registration. Fees and charges for enterprise registration may be submitted directly at Business Registration Office or transferred to its account using electronic payment services. Fees and charges for enterprise registration shall not be refunded if the enterprise is not issued with the certificate of enterprise registration.

2. Online payment of fees and charges is supported on National Business Registration Portal. Fees for electronic payment services must not be included in fees and charges for enterprise registration, fees for provision of enterprise registration information, and fees for publishing of enterprise registration information.

3. In case errors occur during the process of electronic payment services, the payer shall contact the payment service provider.

4. The Ministry of Finance shall take charge and cooperate with the Ministry of Planning and Investment in providing guidance on collection, management, and use of fees for registration of enterprises and business households, fees for provision of enterprise registration information, and fees for publishing enterprise registration information to defray the costs of business registration authorities.

Article 33. Registration of branches, representative offices; notification of establishment of business locations

1. Application for registration of branch/representative office:

When registering a branch/representative office, the enterprise must send the notification of establishment of the branch/representative office to Business Registration Office of the province where the branch/representative office is situated. The notification shall contain:

a) The enterprise ID number;

b) Name and address of the enterprise’s headquarters;

c) Name of the branch/representative office to be established;

d) Address of the branch/representative office;

dd) Scope of operation of the branch/representative office;

e) Tax registration information;

g) Full name, residence, ID number/passport number or number of another ID paper of the head of the branch/representative office;

h) Full name and signature of the legal representative of the enterprise.

The notification must be enclosed with:

- The decision and legitimate copy of the minutes of meeting of the Board of members (if the company is a multi-member limited liability company), of the company’s owner or the Board of members or the company's president owner (if the company is a the single-member limited liability company), of the Board of Directors (if the company is a joint-stock company), or general partner (if the company is a partnership) on establishment of the branch/representative office;

- A legitimate copy of the decision to appoint the head of the branch/representative office;

- Legitimate copy of the ID paper of the head of the branch/representative office.

2. Notification of establishment of business location:

The business location of an enterprise may be located outside its headquarters. An enterprise may only establish its business locations within the province in which its headquarters or branches are located. Within 10 working days from the date of establishment of business location, the enterprise shall send a notification to Business Registration Office. The notification shall contain:

a) The enterprise ID number;

b) Name and address of the enterprise’s headquarters or branch (if the business location is located in a province where the enterprise’s branch is located);

c) Name and address of the business location;

dd) Business lines of the business location;

dd) Full name, residence, ID number/passport number or number of another ID paper of the head of the business location;

e) Full name, signature of the legal representative of the enterprise if the business location is affiliated to the enterprise; full name, signature of the head of the branch if the business location is affiliated to the branch.

3. After receiving satisfactory documents from the enterprise, Business Registration Office shall enter information into National Enterprise Registration Information System  in order to request an ID number of the branch/representative office/business location. Within 03 working days from the receipt of satisfactory documents, Business Registration Office shall issue the certificate of registration of branch/representative office, or update information about the business location on National Enterprise Registration Database. Business Registration Office may issue a certificate of registration of business location at the request of the enterprise.

4. In case the enterprise establishes a branch/representative office in a province other than the province in which its headquarters is located, Business Registration Office of the province where the branch/representative office is located shall send information to the Business Registration Office of the province where the enterprise’s headquarters is located.

5. Establishment of overseas branches/representative offices shall comply with the law of the host country.

Within 30 working days from the official opening date of the overseas branch/representative office, the enterprise must send a written notification to Business Registration Office. The notification must be enclosed with a legitimate copy of the certificate of registration of branch/representative office or an equivalent document in order to update information about the enterprise’s branches and representative offices on National Enterprise Registration Database.

Article 34. Notification of use, change, destruction of seal design

1. Every enterprise is entitled to decide the design, content, and quantity of its seal and the seals of its branches and representative offices.  An enterprise may have multiple seals with the same design and content.

2. Before using, changing, or destroying a seal design of an enterprise or its branch/representative office, the enterprise must send a notification to Business Registration Office of the province where the enterprise, branch, or representative office is situated in order to post the seal design on National Business Registration Portal. The notification shall contain:

d) Name, ID number, address of the enterprise or its branch/representative office;

b) The quantity of seals, seal design, and its effective date.

3. After receiving the seal design, Business Registration Office shall give a confirmation slip to the enterprise and post the seal design on National Business Registration Portal.

4. Business Registration Office is not responsible for the truthfulness, accuracy, legitimacy, appropriateness, and distinction of the seal design as well as dispute over the management and use of the seal design.

5. When an enterprise receives a notification that its seal design has been posted, the previous notifications are no longer valid.