Chương VII Nghị định 78/2015/NĐ-CP: Trình tự, thủ tục đăng ký tạm ngừng kinh doanh, cấp lại giấy chứng nhận đăng ký doanh nghiệp, giải thể doanh nghiệp, thu hồi giấy chứng nhận đăng ký doanh nghiệp

Chapter VII

PROCEDURES FOR BUSINESS SUSPENSION, REISSUANCE OF CERTIFICATE OF ENTERPRISE REGISTRATION, ENTERPRISE DISSOLUTION, AND REVOCATION OF CERTIFICATE OF ENTERPRISE REGISTRATION

Article 57. Business suspension and resumption of business ahead of schedule

1. When an enterprise carries out procedures for business suspension, a notification of suspension of the branch/representative office/business location shall be sent to Business Registration Office where the branch/representative office/business location is registered.

2. When an enterprise or branch/representative office/business location suspends its operation or resumes its operation ahead of schedule, a notification shall be sent to Business Registration Office where the enterprise or its branch/representative office/business location was registered at least 15 days before the date of suspension or resumption. The suspension period must not exceed one year. If the enterprise or its branch/representative office/business location is still suspended after this period, another notification must be sent to Business Registration Office. The total duration of continuous suspension must not exceed two year.

3. When an enterprise suspends its operation, 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 company’s owner (if the enterprise is a single-member limited liability company), the Board of Directors (if the enterprise is a joint-stock company), or general partners (if the company is a partnership).

4. The Business Registration Office shall give a receipt to the enterprise after receiving the notification of business suspension or resumption of business operation ahead of schedule. Within 03 working days from the receipt of satisfactory documents, Business Registration Office shall issue certification that the enterprise, branch/representative office/business location has registered the business suspension or early resumption of business operation. Business Registration Office shall send information about business suspension and early resumption of business to tax authorities.

Article 58. Reissuance of certificate of enterprise registration

1. Any enterprise that wishes to have its certificate of enterprise registration reissued because it is lost, damaged, or otherwise destroyed shall submit an application for reissuance of the certificate of enterprise registration to the Business Registration Office that issued the original one.

Business Registration Office shall consider reissuing the certificate of enterprise registration within 03 working days from the receipt of the application.

2. In case the certificate of enterprise registration was issued improperly, Business Registration Office shall send a notification to request the enterprise to complete the documents within 30 days from the notification date in order to have the certificate of enterprise registration reissued. Business Registration Office shall reissue the certificate of enterprise registration within 03 working days from the receipt of satisfactory documents.

3. In case information in the application for enterprise registration is not truthful or not accurate, Business Registration Office shall notify a competent authority to handle the case. After a decision on penalties is issued by the competent authority, Business Registration Office shall request the enterprise to remake the application and reissue the certificate of enterprise registration within 03 working days from the receipt of satisfactory application.

4. When an enterprise is issued with a new certificate of enterprise registration, the old certificates are no longer effective.

Article 59. Procedures for registering enterprise’s dissolution

1. Before initiating procedures for registering an enterprise’s dissolution, the enterprise must complete the procedures for shutdown of its branches, representative offices, and business locations at the Business Registration Offices of the provinces where the branches, representative offices, and business locations are situated.

2. Within 07 working days from the day on which the decision on dissolution is ratified according to Clause 1 Article 202 of the Law on Enterprises, the enterprise shall send a notification on dissolution to Business Registration Office. The notification must be enclosed with the decision on enterprise’s dissolution of the company’s owner (if the enterprise is a single-member limited liability company), decision and legitimate copy of the minutes of meeting on enterprise’s dissolution 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), of general partners (if the enterprise is a partnership).

3. After receiving the dissolution documents mentioned in Clause 1 Article 204 of the Law on Enterprises, Business Registration Office shall send information about the dissolved enterprise to the tax authority. Within 02 working days from receipt of information from Business Registration Office, the tax authority shall offer its opinions about the dissolution to Business Registration Office.

4. Within 05 working days from the receipt of dissolution documents, Business Registration Office shall change the enterprise’s status on National Enterprise Registration Database to “dissolved” if the tax authority has no objection and issue a notification of the enterprise’s dissolution.

5. If the enterprise uses a seal issued by a police authority, the seal and the certificate of seal registration shall be returned to the police authority in order to be issued with a certificate of seal withdrawal. In this case, the seal and certificate of seal registration in the dissolution documents mentioned in Point c Clause 1 Article 204 of the Law on Enterprises shall be replaced with the certificate of seal withdrawal.

Article 60. Shutdown of branches, representative offices, business locations

1. When shutting down a branch/representative office/business location, the enterprise shall send a notification of the shutdown to Business Registration Office of the province where the branch/representative office/business location is situated.

The notification must be enclosed with the documents mentioned in Clause 2 Article 206 of the Law on Enterprises, including a decision to shut down the branch/representative office issued by the owner (if the enterprise is a private enterprise), owner or the Chairperson of the Board of members or the president (if the enterprise is a single-member limited liability company), of the Board of members (if the enterprise is a multi-member limited liability company), the Board of Directors (if the enterprise is a joint-stock company), or general partners (if the enterprise is a partnership).

2. Business Registration Office shall receive the notification, examine the documents, change the status of the branch/representative office/business location on National Enterprise Registration Database to “shut down”, and issue a notification of shutdown of the branch/representative office/business location.

3. The certificate of registration shall be withdrawn if the branch/representative office/business location is shut down for 01 year without notifying Business Registration Office and tax authority. In this case, Business Registration Office shall issue a notice of violations and request the legal representative of the enterprise to explain at Business Registration Office. If the legal representative of the enterprise does not explain within 10 working days from the date written in the notice, Business Registration Office shall issue a decision to withdrawn the certificate of registration of the branch/representative office/business location.

Article 61. Removal of divided company, consolidating companies, acquired companies

1. Within 03 working days from the day on which the transferee companies (from a full division), consolidated company, or acquirer company is granted the certificate of enterprise registration, Business Registration Office of the province where the transferor company, consolidating companies, or the acquired company shall remove them from National Enterprise Registration Database.

2. Business Registration Office shall also remove branches, representative offices, business locations of the transferor company, consolidating companies, or the acquired company from National Enterprise Registration Database.

3. In case the headquarters of the transferor company, consolidating companies, or the acquired company is located outside the province where the headquarters of the transferee companies, consolidated companies, or acquirer company is situated, Business Registration Office of the latter shall send information to Business Registration Office of the former to remove the existence of them from National Enterprise Registration Database.

Article 62. Revocation of certificate of enterprise registration

1. The cases in which the certificate of enterprise registration is revoked are specified in Clause 1 Article 211 of the Law on Enterprises and Clause 26 Article 1 of the Law on the amendments to the Law on Tax administration.

2. Procedures for revocation of a certificate of enterprise registration under a court’s decision shall comply with instructions of competent authorities.

3. In case the act of forging documents in the application for enterprise registration needs to be investigated as the basis for revocation of the certificate of enterprise registration as prescribed in Point a Clause 1 Article 211 of the Law on Enterprises, Business Registration Office shall send a written request for investigation to the police authority. The police authority shall give a written response to Business Registration Office within 30 working days from receipt of the written request. If documents in the application for enterprise registration are forged according to the conclusion given by the police authority, Business Registration Office shall revoke the certificate of enterprise registration under the procedures in Clause 1 Article 63 of this Decree.

Article 63. Procedures for revocation of certificate of enterprise registration

1. In case the application for enterprise registration is fraudulent:

If the application for registration of a new enterprise is found fraudulent, Business Registration Office shall issue a notice of violations and a decision to revoke the certificate of enterprise registration.

In case the application for change of enterprise registration information or notification of enterprise registration information is found fraudulent, Business Registration Office shall issue a notice of violations and cancel the changes that are made according to fraudulent information, restore the certificate of enterprise registration according to the latest valid documents, and notify a competent authority.

2. In case an enterprise is established by an individual or organization banned from establishing enterprises as prescribed in Clause 2 Article 18 of the Law on Enterprises:

a) If the enterprise is a private enterprise or single-member limited liability company owned by an individual: Business Registration Office where the enterprise is registered shall issue a notice of violations and a decision to revoke the certificate of enterprise registration.

b) If the enterprise is multi-member limited liability company, single-member limited liability company owned by an organization, joint-stock company, or partnership: Business Registration Office where the enterprise is registered shall request the enterprise to replace the member(s) or shareholder(s) banned from establishing enterprises within 30 days from the date of request. If such member(s) or shareholder(s) is/are not replaced by the aforementioned deadline, Business Registration Office shall issue a notice of violations and a decision to revoke the certificate of enterprise registration.

3. In case an enterprise violates Point c Clause 1 Article 211 of the Law on Enterprises, Business Registration Office shall issue a notice of violations and request the legal representative of the enterprise to explain at Business Registration Office. If the legal representative of the enterprise does not explain within 10 working days from the date written in the notice, Business Registration Office shall issue a decision to revoke the certificate of enterprise registration.

4. In case an enterprise fails to send reports as prescribed in Point c Clause 1 Article 209 of the Law on Enterprises, within 10 working days from the deadline prescribed in Point d Clause 1 Article 211 of the Law on Enterprises, Business Registration Office shall issue a notice of violations and request the legal representative of the enterprise to explain at Business Registration Office. If the legal representative of the enterprise does not explain within 10 working days from the date written in the notice, Business Registration Office shall issue a decision to revoke the certificate of enterprise registration.

5. In case of enforcement of a tax decision as prescribed in Clause 26 Article 1 of the Law on the amendments to the Law on Tax administration, within 10 working days from the receipt of the request for revocation of the certificate of enterprise registration issued by the head of the tax authority as prescribed in Clause 31 Article 1 of the Law on the amendments to the Law on Tax administration, Business Registration Office shall revoke the certificate of enterprise registration in accordance with the procedures in Clause 3 of this Article.

6. After receiving the decision to revoke the certificate of enterprise registration, the enterprise shall initiate procedures for dissolution as prescribed in Article 203 of the Law on Enterprises.

7. Information about revocation of the certificate of enterprise registration shall be entered into National Enterprise Registration Information System  and sent to the tax authority.

Article 64. Restoration of an enterprise’s legal status after the certificate of enterprise registration is revoked

Business Registration Office shall issue a decision to cancel the decision on revocation of the certificate of enterprise registration and restore the enterprise’s legal status on National Enterprise Registration Information System  in the following cases:

1. Business Registration Office determines that the enterprise is not subject to revocation of the certificate of enterprise registration.

2. Business Registration Office receives a written request from the tax authority for restoration of the enterprise’s legal status after the certificate of business registration is revoked before Business Registration Office updates the enterprise’s status as “dissolved” on National Enterprise Registration Information System  or within 06 months from the day on which Business Registration Office issues the decision on revocation of the certificate of enterprise registration.

Article 65. Following procedures for registering enterprise dissolution under a court’s decision

The application for change of enterprise registration information or other information related to enterprise registration under a court’s decision shall be sent to Business Registration Office within 15 working days from the effective date of a court’s decision or judgment. The application must include a legitimat4e copy of the court’s decision or judgment that is effective.