Chương VI Nghị định 78/2015/NĐ-CP: Hồ sơ, trình tự, thủ tục đăng ký thay đổi nội dung đăng ký doanh nghiệp

Chapter VI

DOCUMENTS AND PROCEDURES FOR REGISTRATION OF CHANGES OF ENTERPRISE REGISTRATION INFORMATION

Article 40. Registration of relocation of headquarters address

1. Before registering the relocation of the headquarters address, the enterprise must complete all tax procedures related to relocation in accordance with regulations of law on taxation.

2. If the headquarters is relocated within the same province, the enterprise shall send a notification to the Business Registration Office where the enterprise was registered. The notification shall contain:

a) Name, enterprise ID number, TIN, or number of certificate of business registration (in case the enterprise has not had a enterprise ID number or TIN);

b) New address of the headquarters;

c) 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 on relocation of the Board of members (if the enterprise is a multi-member limited liability company), the General Meeting of Shareholders (if the enterprise is a joint-stock company), general partners (if the enterprise is a partnership), or decision of the company’s owner (if the enterprise is a single-member limited liability company). The decision and minutes of meeting must specify the changes in the company’s charter.

When receiving the notification, Business Registration Office shall give a confirmation slip to the enterprise, examine the validity of documents, and issue the certificate of enterprise registration.

3. If the headquarters is relocated to another province, the enterprise shall send a notification to the Business Registration Office of the province to which the headquarters is relocated. The notification shall contain:

a) Name, enterprise ID number, TIN, or number of certificate of business registration (in case the enterprise has not had a enterprise ID number or TIN);

b) New address of the headquarters;

dd) Full name, residence, signature, ID number/passport number or number of another ID paper of the enterprise’s legal representative.

The notification must be enclosed with:

- A legitimate copy of the revised charter of the company;

- A list of members (if the enterprise is a multi-member limited liability company); a list of authorized representatives (if the enterprise is a single-member limited liability company); a list of founding shareholders, foreign shareholders, authorized representatives of shareholders being foreign organizations (if the enterprise is a joint-stock company); or a list general partners (if the enterprise is a partnership);

- The decision and legitimate copy of the minutes of meeting on relocation of the Board of members (if the enterprise is a multi-member limited liability company), the General Meeting of Shareholders (if the enterprise is a joint-stock company), general partners (if the enterprise is a partnership), or decision of the company’s owner (if the enterprise is a single-member limited liability company).

When receiving the notification, Business Registration Office of the province to which the headquarters is relocated shall give a confirmation slip to the enterprise, examine the validity of documents, issue the certificate of enterprise registration, and send information to the Business Registration Office where the enterprise was initially registered.

4. The relocation of the enterprise’s headquarters does not affect the enterprise’s rights and obligations.

Article 41. REGISTRATION OF CHANGE OF ENTERPRISE’S NAME

1. When changing its name, the enterprise shall send a notification to Business Registration Office that issued the certificate of enterprise registration. The notification shall contain:

a) The current name, enterprise ID number, TIN or number of certificate of business registration (in case the enterprise has not had an enterprise ID number or TIN);

b) The new name;

c) 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 on relocation of the Board of members (if the enterprise is a multi-member limited liability company), the General Meeting of Shareholders (if the enterprise is a joint-stock company), general partners (if the enterprise is a partnership), or decision of the company’s owner (if the enterprise is a single-member limited liability company). The decision and minutes of meeting must specify the changes in the company’s charter.

2. When receiving the notification, Business Registration Office shall give a confirmation slip to the enterprise, examine the validity of documents, and issue the certificate of enterprise registration if the new name does not contravene regulations on naming enterprises.

3. The change of an enterprise’s name does not affect the enterprise’s rights and obligations.

Article 42. Registration of changes of general partners

In case of dismissal or admission of a general partner as prescribed in Article 180 and Article 181 of the Law on Enterprises, the partnership shall send a notification to Business Registration Office where it was registered. The notification shall contain:

1. Name, enterprise ID number, TIN, or number of certificate of business registration (in case the enterprise has not had a enterprise ID number or TIN);

2. Full name, residence, signature, ID number/passport number or number of another ID paper of new general partner or dismissed general partner;

3. Signatures of all general partners or authorized general partners, except for the dismissed one;

4. Changes of the company’s charter.

The notification must be enclosed with a legitimate copy of the ID paper of the new general partner.

When receiving the notification, Business Registration Office shall give a confirmation slip, examine the validity of documents, and issue the certificate of enterprise registration.

Article 43. Registration of replacement of legal representatives of limited liability companies and joint-stock companies

1. The application for replacement of the legal representative of a limited liability company or joint-stock company consists of:

a) A notification of replacement of the legal representative;

b) A legitimate copy of the ID paper of the new legal representative;

c) The decision of the company’s owner on replacement of the legal representative (if the enterprise is a single-member limited liability company); decision and legitimate copy of the minutes of meeting of the Board of members on replacement of the legal representative (if the enterprise is a multi-member limited liability company);

The decision and legitimate copy of minutes of meeting of the General Meeting of Shareholders on replacement of the legal representative (if the enterprise is a joint-stock company) in case it changes the company’s charter;

The decision and legitimate copy of minutes of meeting of the Board of Directors on replacement of the legal representative (if the enterprise is a joint-stock company) in case it does not change the company’s charter except for name and signature of the legal representative according to Article 25 of the Law on Enterprises;

The decision and minutes of meeting must specify the changes in the company’s charter.

2. Content of the notification of replacement of the legal representative:

a) Name, enterprise ID number, TIN, or number of certificate of business registration (in case the enterprise has not had a enterprise ID number or TIN);

b) Full names, ID numbers/passport numbers or number of another ID paper, positions, permanent residences of the current legal representative and the new legal representative;

c) Full name and signature of one of the following persons:

The company’s owner if the enterprise is a single-member limited liability company owned by an individual.

The Chairperson of the Board of members or the company's President if the enterprise is a single-member limited liability company owned by an organization.

The Chairperson of the Board of members if the enterprise is a multi-member limited liability company. In case the Chairperson of the Board of members is the legal representative, the notification shall bear the signature of the new Chairperson elected by the Board of members.

The Chairperson of the Executive Board if the enterprise is a joint-stock company. In case the Chairperson of the Executive Board is the legal representative, the notification shall bear the signature of the new Chairperson elected by the Executive Board.

In case the Chairperson of the Board of members, the company's President, or the Chairperson of the Executive Board of the company makes a getaway, is under police detention, has a mental disease or another disease that renders him/her unable to control himself/herself, or refuses to sign the notification, the notification must bear full names and signatures of members of the Board of members, the company’s owner, or members of the Executive Board who voted for replacement of the legal representative.

When receiving the notification, Business Registration Office shall give a confirmation slip, examine the validity of documents, and issue the certificate of enterprise registration.

Article 44. Registration of change of charter capital or capital contribution (stake) ratio

1. In case of change of ratio of capital contributions by members of a multi-member limited liability company, of general partners of a partnership, the enterprise shall send a notification to Business Registration Office where the enterprise was registered. The notification shall contain:

a) Name, enterprise ID number, TIN, or number of certificate of business registration (in case the enterprise has not had a enterprise ID number or TIN);

b) Full name, address, nationality, ID number/passport number or number of another ID paper, or number of decision on establishment, enterprise ID number of each member/general partner.

c) The ratio of capital contribution of each member/general partner;

d) Registered charter capital and new level of charter capital; time and method of increasing/decreasing capital;

dd) Full name, nationality, ID number/passport number or number of another ID paper, permanent residence, and signature of the enterprise’s legal representative or authorized general partner.

2. In case of change of charter capital, the notification prescribed in Clause 1 of this Article must be enclosed with the decision and legitimate copy of the minutes of meeting of the Board of members (if the enterprise is a multi-member limited liability company), the General Meeting of Shareholders (if the enterprise is a joint-stock company), or decision of the company’s owner (if the enterprise is a single-member limited liability company) on change of charter capital; a written approval for capital contribution, purchase of shares/stakes by foreign investors given by the Department of Planning and Investment of the province in the case mentioned in Clause 1 Article 26 of the Law on Investment.

3. If the General Meeting of Shareholders ratifies offering of shares to increase charter capital and assigns the Board of Directors to complete procedures for registration of charter capital after the end of each offering, the notification prescribed in Clause 1 of this Article and application for permission to increase charter capital must be enclosed with:

a) A decision and legitimate copy of the minutes of meeting of the General Meeting of Shareholders on offering of shares to increase charter capital, which specifies the quantity of shares offered and that the Board of Directors will complete procedures for registration of charter capital after each offering;

b) A decision and legitimate copy of minutes of meeting of the Board of Directors of the joint-stock company on registration of increase of charter capital after each offering.

The decision and minutes of meeting must specify the changes in the company’s charter.

4. In case charter capital is decreased, the company must promise to settle all debts and other liabilities after capital decrease; the notification must be enclosed with the latest financial statement of the company.

5. When receiving the notification, Business Registration Office shall give a confirmation slip, examine the validity of documents, and issue the certificate of enterprise registration.

Article 45. Registration of changes of members of multi-member limited liability company

1. In case of admission of new members, the company shall send a notification to Business Registration Office where the enterprise was registered. The notification shall contain:

a) Name, enterprise ID number, TIN, or number of certificate of business registration (in case the enterprise has not had a enterprise ID number or TIN);

b) Names, enterprise ID numbers, addresses of headquarterss of members being organizations; full names, nationalities, ID numbers/passport numbers or numbers of other ID papers of members being individuals; value of capital contribution, time of capital contribution, type of assets contributed as capital, quantity and value of each type of assets contributed as capital by the new members;

c) Capital contributions that are changed after admission of new members;

d) Charter capital of the company after admission of new members;

dd) Full name and signature of the legal representative of the company.

The notification must be enclosed with:

- A decision and legitimate copy of minutes of meeting of the Board of members on admission of new members;

- Certifications of new members’ capital contribution;

- A legitimate copy of the decision on establishment or certificate of enterprise registration or an equivalent document, a legitimate copy the ID paper of the authorized representative and letter of attorney of each member being an organization, legitimate copy of the ID paper of each member being an individual;

- A written approval for capital contribution, purchase of shares/stakes by foreign investors given by Department of Planning and Investment of the province in the case mentioned in Clause 1 Article 26 of the Law on Investment.

The decision and minutes of meeting of the Board of members must specify the changes in the company’s charter.

When receiving the notification, Business Registration Office shall give a confirmation slip, examine the validity of documents, and issue the certificate of enterprise registration.

2. In case of changes of members because of stake transfer, the company shall send a notification to Business Registration Office where it was registered. The notification shall contain:

a) Name, enterprise ID number, TIN, or number of certificate of business registration (in case the enterprise has not had a enterprise ID number or TIN);

b) Names, addresses of headquarterss of organizations; full names, nationalities, ID/passport numbers of individuals; stakes being transferred;

c) Stakes of members after transfer;

d) Time of transfer;

dd) Full name and signature of the legal representative of the company.

The notification must be enclosed with:

- A transfer contract or documents proving completion of the transfer;

- A legitimate copy of the decision on establishment or certificate of enterprise registration or an equivalent document, a legitimate copy the ID paper of the authorized representative and letter of attorney of each new member being an organization, legitimate copy of the ID paper of each new member being an individual;

- A written approval for capital contribution, purchase of shares/stakes by foreign investors given by Department of Planning and Investment of the province in the case mentioned in Clause 1 Article 26 of the Law on Investment.

When receiving the notification, Business Registration Office shall give a confirmation slip, examine the validity of documents, and issue the certificate of enterprise registration.

3. In case of change of members because of inheritance, the company shall send a notification to Business Registration Office where it was registered. The notification shall contain:

a) Name, enterprise ID number, TIN, or number of certificate of business registration (in case the enterprise has not had a enterprise ID number or TIN);

b) Full name, ID/passport number, nationality, stake of each giver and inheritor;

c) Time of inheritance;

d) Full name and signature of the legal representative of the company.

The notification must be enclosed with a legitimate copy of certification of the inheritor’s right to inherence and legitimate copy of the inheritor’s ID paper.

When receiving the notification, Business Registration Office shall give a confirmation slip, examine the validity of documents, and issue the certificate of enterprise registration.

4. In case of changes of members because of a member’s failure to contribute capital as prescribed in Clause 3 Article 48 of the Law on Enterprises, the company shall send a notification to Business Registration Office where it was registered. The notification shall contain:

a) Name, enterprise ID number, TIN, or number of certificate of business registration (in case the enterprise has not had a enterprise ID number or TIN);

b) Names, addresses of headquarterss of organizations; full names, nationalities, ID/passport numbers, nationalities, and capital supposed to be contributed by members who fail to contribute capital, and the buyers of their slots.

c) Full name and signature of the legal representative of the company.

The notification must be enclosed with the decision and legitimate copy of the minutes of meeting of the Board of members on changes of members because of failure to contribute capital and a list of remaining members of the company. The decision and minutes of meeting of the Board of members must specify the changes in the company’s charter.

When receiving the notification, Business Registration Office shall give a confirmation slip, examine the validity of documents, and issue the certificate of enterprise registration.

5. Registration of changes of members because of stake offering;

The registration of changes of members in case of stake offering is similar to registration of changes of members because of stake transfer. In this case, the transfer contract or documents proving completion of the transfer shall be replaced with documents certifying the offering contract.

Article 46. Registration of replacement of owner of single-member limited liability company

1. In case an owner of a company transfers the entire charter capital to another individual or organization, the transferee must register the replacement of the company’s owner.  The registration documents include:

a) A notification of changes of enterprise registration information bearing the signatures of the old owner or his/her legal representative and the new owner or his/her legal representative;

b) A legitimate copy of the ID paper of the transferee (if the transferee is an individual) or legitimate copy of certificate of enterprise registration or an equivalent document (if the transferee is an organization); a list of authorized representatives, a legitimate copy the ID paper of the authorized representative and a letter of attorney issued by the owner;

c) A legitimate copy of the revised charter of the company;

d) A capital transfer contract or documents proving completion of the capital transfer;

dd) A written approval for capital contribution, purchase of shares/stakes by foreign investors given by Department of Planning and Investment of the province in the case mentioned in Clause 1 Article 26 of the Law on Investment.

2. In case of replacement of the owner of a single-member limited liability company under a decision of a competent authorities on restructuring of state-owned enterprises, the registration documents are the same as Clause 1 of this Article, except for the transfer contract or documents proving completion of the transfer that are replaced with the decision on replacement of the company’s owner issued by a competent authorities.

3. In case of replacement of the owner of a single-member limited liability company because of inheritance, registration documents include:

a) A notification of changes of enterprise registration information bearing the signature of the new owner or his/her legal representative;

B) A legitimate copy of the revised charter of the company;

c) a Legitimate copy of the new owner’s ID paper;

d) A legitimate copy of the certificate of the inheritor’s lawful right to inheritance.

4. In case more than one individual or organization inherits the capital of the owner of the single-member limited liability company, it will be converted into a multi-member limited liability company. The application for conversion consists of:

a) Application form for enterprise registration;

b) The revised charter of the company;

c) A list of members;

d) Legitimate copies of ID papers of members being individuals; legitimate copies of certificates of enterprise registration or equivalent documents of members being organizations.

dd) A legitimate copy of the certification of the lawful right to inheritance of inheritors.

5. In case of stake offering, the registration of replacement of the owner of the single-member limited liability company is the same as the case of stake transfer in Clause 1 of this Article. IN this case, the contract for stake transfer or documents proving the completion of transfer will be replaced with the offering contract.

6. When receiving the notification, Business Registration Office shall give a confirmation slip, examine the validity of documents, and issue the certificate of enterprise registration.

Article 47. Registration of change of private enterprise in case the enterprise is sold, offered, the owner dies or is missing

In case the owner of a private enterprise sells or offers the enterprise, dies, or is missing, the buyer, receiver, or inheritor of the enterprise must register the change of private enterprise’s owner. Registration documents include:

1. A notification of change of enterprise registration information bearing the signature of the seller/giver and the buyer/receiver, or signature of the inheritor in case the private company’s owner dies or is missing;

2. A legitimate of ID paper of the buyer/receiver/inheritor.

3. A sale contract, offering contract, or documents proving completion of the transfer in case the private company is sold or offered; a legitimate copy of the certification of the inheritor’s right to inheritance.

When receiving the notification, Business Registration Office shall give a confirmation slip, examine the validity of documents, and issue the certificate of enterprise registration.

Article 48. Registration of changes of registered information about branches, representative offices, business locations

1. Before registering the change of location of a branch of representative office, the enterprise must complete all tax procedures related to relocation in accordance with regulations of law on taxation.

2. When changing registered information about a branch/representative office/business location, the enterprise shall send a notification of change of registered information about the branch/representative office/business location to Business Registration Office of the province where the branch/representative office is situated. When receiving the notification, Business Registration Office shall give a confirmation slip, examine the validity of documents, change information about the branch/representative office/business location on National Enterprise Registration Database, and issue the certificate of registration of branch/representative office/business location within 03 working days from the day on which satisfactory documents are received. Business Registration Office shall issue a certification of change of registered information about the branch/representative office/business location at the request of the enterprise.

3. In case a branch/representative office/business location is relocated to another province, the enterprise shall send a notification of change of registered information about the branch/representative office/business location to Business Registration Office of the province to which the branch/representative office is relocated.

When receiving the notification, Business Registration Office of the province to which the branch/representative office is relocated shall give a confirmation slip, examine the validity of documents, issue the certificate of registration of branch/representative office to the enterprise, and send information to the Business Registration Office of the province where branch/representative office was initially located.

Article 49. Notification of addition/change of business lines

1. In case of addition/change of business lines, the enterprise shall send a notification to Business Registration Office where it was registered. The notification shall contain:

a) Name, enterprise ID number, TIN, or number of certificate of business registration (in case the enterprise has not had a enterprise ID number or TIN);

b) The new or changed business lines;

c) 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 enterprise is a multi-member limited liability company), the General Meeting of Shareholders (if the enterprise is a joint-stock company), general partners (if the enterprise is a partnership), or decision of the company’s owner (if the enterprise is a single-member limited liability company) on addition/change of business lines. The decision and minutes of meeting must specify the changes in the company’s charter.

2. When receiving the notification, Business Registration Office shall give a confirmation slip, examine the validity of documents, change information about the enterprise’s business lines on National Enterprise Registration Database. Business Registration Office shall issue a certification of change of registered information about the enterprise at the request of the enterprise.

3. If documents about addition/change of business lines are not satisfactory, Business Registration Office shall request the enterprise to complete the documents within 03 working days.

4. The enterprise has the responsibility to notify addition/change of its business lines to Business Registration Office within 10 working days from the occurrence of such change. Otherwise, the enterprise will incur penalties in accordance with penalties for administrative violations against regulations on planning and investment.

Article 50. Notification of capital investment of private enterprise’s owner

1. In case of increase or decrease of registered capital investment, the private enterprise’s owner must send a notification to Business Registration Office where the enterprise was registered. The notification shall contain:

a) Name, enterprise ID number, TIN, or number of certificate of business registration (in case the enterprise has not had a enterprise ID number or TIN);

b) Registered capital investment, new level of capital, and time of change;

c) Full name and signature of the private enterprise’s owner.

When receiving the notification, Business Registration Office shall give a confirmation slip, examine the validity of documents, change information about the enterprise’s capital investment on National Enterprise Registration Database. Business Registration Office shall issue a certification of change of registered information about the enterprise at the request of the enterprise.

2. If documents about change of capital investment are not satisfactory, Business Registration Office shall request the enterprise to complete the documents within 03 working days.

3. The enterprise has the responsibility to notify the change of capital investment of the private enterprise’s owner to Business Registration Office within 10 working days from the occurrence of such change. Otherwise, the enterprise will incur penalties in accordance with penalties for administrative violations against regulations on planning and investment.

Article 51. Notification of change of information about founding shareholders of joint-stock companies

1. founding shareholders prescribed in Clause 2 Article 4 of the Law on Enterprises shall be enumerated on the list of founding shareholders which is submitted to Business Registration Office upon registration of the enterprise establishment.

2. In case of changes of information about founding shareholders because some founding shareholders have not paid or have partly paid for the shares they register, the company shall send a notification to Business Registration Office where the company was registered. The notification shall contain:

a) Name, enterprise ID number, TIN, or number of certificate of business registration (in case the enterprise has not had a enterprise ID number or TIN);

b) Full name, ID number/passport number or number of another ID paper of each founding shareholder being an individual; Name, address of the headquarters, number of decision on establishment or enterprise ID number of each founding shareholder being an organization;

c) Full name, signature, ID number/passport number or number of another ID paper of the company’s legal representative.

When receiving the notification, Business Registration Office shall give a confirmation slip, examine the validity of documents, change information about the company’s founding shareholders on National Enterprise Registration Database. Business Registration Office shall issue a certification of change of registered information about the enterprise at the request of the enterprise.

Founding shareholders who have not paid for the shares they register are indisputably no longer shareholders of the company according to Point a Clause 3 Article 112 of the Law on Enterprises and shall be removed from the list of founding shareholders of the company.

3. In case of change of information about founding shareholders because some founding shareholders transfer their shares, the following documents must be submitted apart from the documents mentioned in Clause 2 of this Article:

a) A list of information about founding shareholders after the change;

b) A shares transfer contract or documents proving completion of the transfer;

c) A written approval for capital contribution, purchase of shares/stakes by foreign investors given by Department of Planning and Investment of the province in the case mentioned in Clause 1 Article 26 of the Law on Investment.

4. In case the founding shareholder is an organization that is an acquired enterprise, divided enterprise, or consolidating enterprise, the registration is the same as registration of change of founding shareholders because of shares transfer prescribed in Clause 3 of this Article. In this case the acquisition contract, decision on company division, or consolidation contract shall replace the transfer contract or documents proving the transfer completion.

5. The registration of change of founding shareholders in case of offering, inheritance of shares is the same as registration of change of founding shareholders because of shares transfer prescribed in Clause 3 of this Article. In this case, the offering contract or a legitimate copy of the certification of the lawful right to inheritance shall replace the transfer contract or documents proving the transfer completion.

6. If documents about change of founding shareholders are not satisfactory, Business Registration Office shall request the company to complete the documents within 03 working days.

7. The joint-stock company has the responsibility to notify the change of its founding shareholders to Business Registration Office within 10 working days from the occurrence of such change. Otherwise, it will incur penalties in accordance with penalties for administrative violations against regulations on planning and investment.

Article 52. Notification of change of foreign shareholders in unlisted joint-stock companies

1. In case of foreign shareholders of an unlisted joint-stock company are changed as prescribed in Clause 3 Article 32 of the Law on Enterprises, the company shall send a notification to Business Registration Office where it was registered. The notification shall contain:

a) Name, enterprise ID number, TIN, or number of certificate of business registration (in case the enterprise has not had a enterprise ID number or TIN);

b) Information about foreign shareholders who transfer their shares (transferor shareholders): name, address of headquarters of each foreign shareholder being a organization; full name, nationality, permanent residence of each shareholder being a individual; type of shares and their holdings in the company; type and quantity of shares being transferred;

c) Information about foreign shareholders who receive shares (transferee shareholders): name, address of headquarters of each foreign shareholder being a organization; full name, nationality, permanent residence of each shareholder being a individual; type and quantity of shares being received; type of shares and their holdings in the company;

d) Full name, signature, ID number/passport number or number of another ID paper of the company’s legal representative.

The notification must be enclosed with the decision and legitimate copy of the minutes of meeting of the General Meeting of Shareholders on changes of foreign shareholders; a list of foreign shareholders after the change; shares transfer contract or documents proving completion of transfer; legitimate copy of the decision on establishment or an equivalent document; legitimate copies of ID papers of authorized representatives of transferee shareholders being organizations and corresponding letters of attorneys; legitimate copies of ID papers of transferee shareholders being individuals; a written approval for capital contribution, purchase of shares/stakes by foreign investors issued by Department of Planning and Investment of the province according to the Law on Investment.

The decision and minutes of meeting of the General Meeting of Shareholders must specify the changes in the company’s charter.

When receiving the notification, Business Registration Office shall give a confirmation slip, examine the validity of documents, change information about the company’s foreign shareholders on National Enterprise Registration Database. Business Registration Office shall issue a certification of change of registered information about the enterprise at the request of the enterprise.

2. If documents about change of foreign shareholders are not satisfactory, Business Registration Office shall request the company to complete the documents within 03 working days.

3. The company has the responsibility to notify the change of its foreign shareholders to Business Registration Office within 10 working days from the occurrence of such change. Otherwise, it will incur penalties in accordance with penalties for administrative violations against regulations on planning and investment.

Article 53. Notification of tax registration information

1. Every enterprise that changes the tax registration information without changing business registration information shall send a notification to Business Registration Office of the province where its headquarters is situated.

The notification shall contain:

a) Name, address of headquarters, enterprise ID number, and issuance date of the certificate of business registration, tax registration certificate, or certificate of enterprise registration;

b) Changes of tax registration information.

2. Business Registration Office shall receive the notification, enter information on National Enterprise Registration Information System  in order to transfer information to the database of General Department of Taxation. Business Registration Office shall issue a certification of change of registered information about the enterprise at the request of the enterprise.

Article 54. Notification of information about the enterprise’s manager, information about foreign shareholders; notification of private placement of shares; notification of lease of private enterprise; notification of change of information about authorized representatives

1. Within 05 working days from the day on which information about the full name, address, nationality, ID number of the enterprise’s manager, a member of the Control Board or Controller is changed, the enterprise shall send a notification to Business Registration Office of the province where its headquarters is situated according to Article 12 of the Law on Enterprises.

2. Within 03 working days from the day on which information about full name, nationality, passport number, permanent residence, quantity and types of shares of a shareholder being a foreigner; name, enterprise ID number, address of headquarters, quantity and types of shares, full name, nationality, passport number, and permanent resident of the authorized representative of a shareholder being a foreign organization is available or changed, the enterprise shall send a notification to Business Registration Office of the province where its headquarters is situated according to Clause 3 Article 171 of the Law on Enterprises.

3. Within 05 working days from the issuance date of the decision on private placement of shares, the joint-stock company shall send a notification to Business Registration Office of the province where its headquarters is situated according to Article 123 of the Law on Enterprises.

4. Within 03 working days from the effective date of the enterprise lease contract, the owner of the private enterprise shall send a notification to Business Registration Office of the province where its headquarters is situated according to Article 186 of the Law on Enterprises.

5. Within 10 working days from the day on which information about authorized representative of the owner of a single-member limited liability company is changed, the company shall send a notification to Business Registration Office of the province where its headquarters is situated.

6. When receiving the notification, Business Registration Office shall give a confirmation slip, examine the validity of documents, change information about the enterprise on National Enterprise Registration Database. Business Registration Office shall issue a certification of change of registered information about the enterprise at the request of the enterprise.

Article 55. Publishing of enterprise registration information

1. Enterprise registration information shall be published in accordance with Article 33 of the Law on Enterprises.

2. When receiving the certificate of business registration, or confirmation of change of enterprise registration information in terms of business lines, founding shareholders, foreign shareholders, the enterprise shall pay a fee for publishing enterprise registration information.

3. Business Registration Office shall publish the enterprise registration information on National Business Registration Portal.

Article 56. Cases in which change of enterprise registration information is not registered

1. The enterprise shall not register the change of enterprise registration information in the following cases:

a) Business Registration Office has issued a notice that the enterprise’s violation results in revocation of the certificate of enterprise registration, or has issued a decision to revoke the certificate of enterprise registration;

b) The enterprise is undergoing dissolution under a decision on enterprise dissolution;

c) The registration is refused at the request of the court, police authority, or judgment enforcement authority.

2. The enterprise mentioned in Clause 1 of this Article may register changes of enterprise registration information in the following cases:

a) The enterprise has taken remedial measures as requested by the notice of violations and such measures are accepted by Business Registration Office;

b) The enterprise has to register some changes of enterprise registration information to serve its dissolution process and complete the dissolution dossier as prescribed. In this case, the application for registration must be enclosed with the enterprise’s explanation for changes;

c) The enterprise has implemented the decision of the Court or judgment enforcement authority, and is accepted by the Court or judgment enforcement authority.