Chương IV Nghị định 88/2006/NĐ-CP: Hồ sơ, trình tự, thủ tục đăng ký kinh doanh của doanh nghiệp, đăng ký hoạt động chi nhánh, văn phòng đại diện

Chapter IV

DOSSIERS, ORDER OF AND PROCEDURES FOR BUSINESS REGISTRATION OF ENTERPRISES, REGISTRATION OF OPERATION OF BRANCHES AND REPRESENTATIVE OFFICES

Article 14.- Business registration dossiers for private enterprises

1. An application for business registration, made according to the form stipulated by the Ministry of Planning and Investment.

2. A valid copy of one of lawful personal identification papers of the private enterprise owner stipulated in Article 18 of this Decree.

3. Written certification of legal capital, issued by a competent agency or organization, for enterprises conducting business lines for which legal capital is required by law.

4. Valid copies of the practice certificates of the enterprise director (director general) and other individuals prescribed in Clause 13, Article 4 of the Enterprise Law, for enterprises operating in business lines for which practice certificates are required by law

Article 15.- Business registration dossiers for limited liability companies with two or more members, joint-stock companies and partnerships

1. An application for business registration, made according to the form stipulated by the Ministry of Planning and Investment.

2. The draft company charter. The draft company charter should have all signatures of general partners, for partnerships; of the representative at law, of members or their authorized representatives; for limited liability companies with two or more members; of the representative at law, of founding shareholders or their authorized representatives, for joint-stock companies.

3. The list of members, for limited liability companies with two or more members and partnerships; or list of founding shareholders, for joint-stock companies, made according to the form stipulated by the Ministry of Planning and Investment. The list of members or list of founding members shall be enclosed with the following:

a/ A valid copy of one of the lawful personal identification papers stated in Article 18 of this Decree, of founding members or founding shareholders who are individuals;

b/ A copy of the establishment decision; business registration certificate or an equivalent document; the company charter or an equivalent document; a valid copy of one of the personal identification papers stated in Article 18 of this Decree of the authorized representative and the relevant authorization decision for founding members or founding shareholders that are legal persons.

4. Written certification of legal capital, issued by a competent agency or organization, for companies conducting business lines for which legal capital is required by law.

5. Valid copies of the practice certificates of general partners, for partnerships, of the director (general director) and other individuals specified in Clause 13, Article 4 of the Enterprise Law, for limited liability companies with two or more members and joint-stock companies, in case the companies conduct business lines for which practice certificates are required by law.

Article 16.- Business registration dossiers for one-member limited liability companies

1. An application for business registration, made according to the form stipulated by the Ministry of Planning and Investment.

2. The draft company charter, which should have all signatures of the owner or the representative at law of the company.

3. A valid copy of one of the personal identification papers stated in Article 18 of this Decree of the company owner who is an individual; or the establishment decision, business registration certificate or an equivalent document, the charter or an equivalent document of the company owner that is an organization (except for the company owner that is the State).

4. The list of authorized representatives, for one-member limited liability companies that are organized and managed under the provisions of Clause 3, Article 67 of the Enterprise Law, made according to the form stipulated by the Ministry of Planning and Investment. This list shall be attached with valid copies of one of the personal identification papers of each authorized representative.

A valid copy of one of the personal identification papers stated in Article 18 of this Decree of the authorized representative for one-member limited liability companies that are organized and managed under the provisions of Clause 4 Article 67 of the Enterprise Law.

5. Authorization document issued by the company owner for the authorized representative, for cases where the company owner is an organization.

6. Written certification of legal capital, issued by a competent agency or organization, for companies conducting business lines for which legal capital is required by law.

7. Valid copies of the practice certificates of the director (director general) and other individuals specified in Clause 13, Article 4 of the Enterprise Law, for companies conducting business lines for which practice certificates are required by law.

Article 17.- Business registration dossiers for companies established on the basis of division, separation, consolidation, transformation, and for merging companies

1. In case a limited liability company or joint-stock company is divided into several companies of the same type, apart from the papers stated in Article 15 and Article 16 of this Decree, the business registration dossier must comprise the division decision as stated in Article 150 of the Enterprise Law, the minutes of the Members’ Council meeting, for limited liability companies with two or more members, the minutes of the general shareholder meeting, for joint stock companies, on the division of the company, and a valid copy of the business registration certificate of the company.

2. In case one or several new companies of the same type is or are formed by separation from an existing limited liability company or joint-stock company, apart from the papers stated in Article 15 and Article 16 of this Decree, the business registration dossier of the separated company must comprise the separation decision as stated in Article 151 of the Enterprise Law, the minutes of the Members’ Council meeting, for limited liability companies with two or more members, the minutes of the general shareholder meeting, for joint-stock companies, on the separation of the company, and a valid copy of the business registration certificate of the company.

3. In case several companies of the same type are consolidated into a new company, apart from the papers stated in Article 15 and Article 16 of this Decree, the business registration dossier must comprise the consolidation contract as stated in Article 152 of the Enterprise Law, the minutes of the Members’ Council meeting, for limited liability companies with two or more members, the minutes of the general shareholder meeting, for joint-stock companies, and valid copies of the business registration certificates of all consolidated companies.

4. In case one or several companies of the same type are merged into another company, apart from the papers stated in Chapter V of this Decree, the business registration dossier of the merging company must additionally comprise the merger contract as stated in Article 153 of the Enterprise Law, the minutes of the Members’ Council meeting, for limited liability companies with two or more members, the minutes of the general shareholder meeting, for joint-stock companies, and valid copies of business registration certificates of the merging company and all merged companies.

5. In case a limited liability company is transformed into a joint-stock company or vice versa, apart from the papers stated in Article 15 of this Decree, the business registration dossier of the transformed company must comprise the transformation decision as stated in Article 154 of the Enterprise Law, the minutes of the Members’ Council meeting, for limited liability companies with two or more members, the minutes of the general shareholder meeting, for joint stock companies, on the transformation of the company, and a valid copy of the business registration certificate of the company.

Upon receipt of the new business registration certificate, enterprises shall have to hand in their old original business registration certificate.

The announcement of the establishment of the new enterprise, the announcement of termination of the former enterprise’s activities and the settlement of relevant rights and obligations shall be effected simultaneously.

Article 18.- Personal identification papers in business registration dossiers

1. Valid people’s identity cards or passports, for Vietnamese citizens at home.

2. One of the following papers that are still valid, for overseas Vietnamese:

a/ Vietnamese passport;

b/ Foreign passport (or a paper that can substitute the foreign passport) and one of the following papers that still are valid:

- Certificate of Vietnamese nationality;

- Certificate of loss of Vietnamese nationality;

- Certificate of citizen registration;

- Certificate of Vietnamese origin;

- Certificate of having Vietnamese origin;

- Certificate of having Vietnamese blood relations;

- Other papers as prescribed by laws.

3. Valid residence card, issued by a competent Vietnamese agency, and valid passport, for foreigners residing in Vietnam:

4. Valid passport, for foreigners not residing in Vietnam.

Article 19.- Receipt of business registration dossiers

1. Enterprise founders or authorized representatives shall submit complete dossiers as stipulated in this Decree to the provincial-level business registration offices in the localities where their enterprises are headquartered.

2. Founding members, founding shareholders, company owners, private enterprise owners, general partners, representative at law of the enterprises shall be jointly responsible for the accuracy, truthfulness and lawfulness of the contents of business registration dossiers.

3. Upon receipt of dossiers, business registration offices must hand over to the dossier submitters dossier receipt slips. Business registration offices shall be responsible for the validity of dossiers as provided for in Clause 3, Article 4 of the Enterprise Law, but not responsible for illegal acts committed by the enterprises after the registration.

Article 20.- Time limit for issuance of business registration certificates

1. Within 10 (ten) working days as from the date of receipt of valid dossiers, provincial-level business registration offices shall issue business registration certificates to applying enterprises.

2. If they receive neither a business registration certificate nor a notice requiring amendments or supplements to business registration dossiers after 10 (ten) working days, enterprise founders may lodge a complaint in accordance with the provisions of law on complaints and denunciations.

3. The representatives at law of the enterprises themselves shall have to sign the business registration certificates at the business registry.

Article 21.- Issuance of business registration certificates

1. Enterprises shall be issued business registration certificates if they meet all the conditions specified in Article 24 of the Enterprise Law.

2. In case of invalid dossiers or improperly chosen enterprise names, the business registration offices shall notify in writing enterprise founders of contents that should be amended and/or supplemented within 10 (ten) working days as from the date of receipt of the dossiers.

3. As from the date of issuance of business registration certificates, all enterprises can commence their business activities, except for those engaged in conditional business lines.

Article 22.- Provision of information on business registration contents:

1. Information in business registration dossiers archived at business registries shall have the same legal validity as original information.

2. Periodically in the second week every month, provincial-level business registration offices shall send the lists with detailed information about enterprises already registered and changes in business registration contents, dissolution and bankruptcy in the previous month to the Ministry of Planning and Investment, tax authorities, statistic bureaus, provincial-level agencies in charge of economic and technical branches, district-level business registries and People’s Committees of communes, wards or townships where the enterprises are headquartered.

Article 23.- Business registration fee

Business registration fee shall be charged according to the number of business lines registered.

The number of business lines used for determining business registration fees shall be based on the list of grade-four business lines in the system of national economic sectors.

Article 24.- Registration of operation of branches, representative offices and business locations

1. Dossiers of registration of operation of branches or representative offices:

Within 10 (ten) working days as from the date of making decision to establish branches or representative offices, enterprises shall have to send a notice on the establishment of branches or representative offices to the provincial-level business registration office of the locality where the enterprises locate their branches or representative offices. Such a notice shall cover:

a/ Name and address of the head office of the enterprise;

b/ The enterprise’s business lines;

c/ Name of the branch or representative office planned to be established. The name of the branch or representative office shall bear the name of the enterprise and the word “branch” in case of branch establishment registration or the words “representative office” in case of representative office establishment registration;

d/ Address of the branch or representative office;

e/ The field and scope of operation of the branch or representative office;

f/ Full name, residence, people’s identity card or passport number or other legal personal identification papers as stipulated in Article 18 of this Decree, of the head of the branch or representative office;

g/ Full name and signature of the representative at law of the enterprise.

The notice stated in this Clause shall be enclosed with:

- A copy of the enterprise’s business registration certificate;

- A copy of the company charter, for limited liability companies, joint-stock companies or partnerships;

- A written decision and a copy of the minute of the meeting of the Members’ Council on the establishment of the branch or representative office, for limited liability companies with two or more members; of the company owner or the Members’ Council or the company president, for one-member limited liability companies; of the Management Board, for joint-stock companies; or of general partners, for partnerships;

- A valid copy of the decision on the appointment of the head of the branch or representative office.

With regard to branches planned to conduct business lines that require a practice certificate, a valid copy of the practice certificate of the head or deputy head of the branch shall be included.

If the branch or representative office is located in the same province or centrally run city where the head office is based, the enterprise shall not have to include a copy of its business registration certificate and a copy of the company charter in the dossier of operation registration.

2. Notice of business location

Business locations of enterprises can be other than their registered head office. In this case, enterprises set up their business location in the province or city where their head offices or branches are based. Within 10 (ten) working days as from the date of making decision to set up a business location, enterprises shall have to send a notice on the business location to the provincial-level business registration office. Such a notice shall cover:

a/ Name and address of the head office of the enterprise, name and address of the branch (in case the business location is directly attached to the branch);

b/ Name and address of the business location. The name of the business location has to bear the name of the enterprise and the organization form of the business location;

c/ The field of operation of the business location;

d/ Full name, residence, people’s identity card or passport number or other legal personal identification papers as stipulated in Article 18 of this Decree, of the head of the business location;

e/ Full name and signature of the representative at law of the enterprise.

3. Within 7 (seven) working days as from the date of receipt of valid dossiers, the provincial-level business registration office shall issue the operation registration certificate of the branch or representative office, or supplement the business location address to the business registration certificate of the enterprise or the operation registration certificate of the branch.

4. In case an enterprise establishes a branch or representative office outside the province or city where its head office is based, within 7 (seven) working days as from the date of issuance of the operation registration certificate for the branch or representative office, it shall have to send a written notice to the provincial-level business registration office of the locality where its head office is based in order to be supplemented to the business registration dossier and be re-issued a business registration certificate.

5. The establishment of overseas branches and representative offices by enterprises shall comply with the laws of the host country.

Within 10 (ten) working days as from the date of the official opening of a branch or representative office, enterprises shall send notices thereon to the business registration office where they have registered their business. Such a notice shall be enclosed with a valid copy of the operation registration certificate of the branch or representative office or equivalent documents to be supplemented to the business registration dossiers in order that the enterprises shall be re-issued a business registration certificate.