Chương V Nghị định 88/2006/NĐ-CP: Hồ sơ, trình tự, thủ tục đăng ký kinh doanh đối với trường hợp bổ sung, thay đổi nội dung đăng ký kinh doanh

Chapter V

DOSSIERS, ORDER OF AND PROCEDURES FOR BUSINESS REGISTRATION IN CASE OF SUPPLEMENTATION AND CHANGE OF BUSINESS REGISTRATION CONTENTS

Article 25.- Registration of supplementation or change of business lines

Within 10 (ten) working days as from the date of making decision to supplement or change its business lines, the enterprise shall have to send a notice to the business registration office where it has registered its business. Such a notice shall cover:

a/ The enterprise’s name and head office address, the number and, date of issuance of its business registration certificate;

b/ The supplemented or changed business lines;

c/ The full name and signature of the representative at law of the enterprise;

If the business line that is supplemented or changed requires legal capital, a competent agency’s written certification of the enterprise’s legal capital amount shall be enclosed.

If the business line that is supplemented or changed requires a practice certificate, there must be also valid copies of practice certificates of the enterprise’s director (director general) and other people holding a management positions in the enterprise as provided for in Clause 13, Article 4 of the Enterprise Law.

This notice shall be enclosed with the written decision and a copy of the minutes of the Members’ Council meeting, for limited liability companies with two or more members; of the general shareholders meeting, for joint-stock companies; of general partners, for partnerships; the decision of the company owner, for one-member limited liability companies, or the decision of the owner, for private enterprises, on the supplementation or change of business lines. Changes in the company charter must be clearly indicated in the decision and the meeting minutes.

2. Upon receipt of the notice, the business registration office shall have to issue a notice receipt slip and register the business line addition or change within 7 (seven) working days as from the date of receipt of the complete valid dossier.

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

Article 26.- Registration of change of addresses of enterprises’ head offices

1. When relocating its head office to another place within the same province or centrally-run city, within 10 (ten) working days as from the date of making decision to relocate, the enterprise shall have to send a notice thereon to the business registration office where it has registered its business. Such a notice shall cover:

a/ The enterprise’s name, head office address, the number and date of issuance of its business registration certificate;

b/ The address of the planned new head office;

c/ The full name and signature of the enterprise’s representative at law.

This notice shall be enclosed with the written decision and a copy of the minutes of the Members’ Council meeting, for limited liability companies with two or more members; of the general shareholders meeting, for joint-stock companies; of general partners, for partnerships; the decision of the company owner, for one-member limited liability companies, or the decision of the owner, for private enterprises, on the change of the address of the head office. Changes in the company charter must be clearly indicated in the decision and the meeting minutes.

Upon receipt of the notice, the business registration office shall have to issue a notice receipt slip and register the head office address change within 7 (seven) working days as from the date of receipt of the complete and valid dossier.

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

2. When relocating its head office to another province or city, within 10 (ten) working days as from the date of making decision to relocate, the enterprise shall have to send a notice to the business registration office of the locality where the enterprise plans to locate its new head office. Such a notice shall cover:

a/ The enterprise’s name, head office address, the number, date and place of issuance of its business registration certificate;

b/ The address of the planned new head office;

c/ The full name, the number of the people’s identity card, passport or another lawful personal certification paper as stipulated in Article 18 of this Decree, permanent residence address and signature of the enterprise’s representative at law.

The notice sent to the business registration office of the locality where the enterprise plans to base its new head office shall be enclosed with the amended company charter and list of members, for limited liability companies with two or more members; the list of authorized representatives, for one-member limited liability companies that are organized and managed as provided for in Clause 3, Article 67 of the Enterprise Law; the list of founding shareholders, for joint- stock companies; the list of general partners, for partnerships; the written decision and a copy of the minutes of the Members’ Council meeting, for limited liability companies with two or more members; of the general shareholders meeting, for joint-stock companies; of general partners, for partnerships; the decision of the company owner, for one-member limited liability companies; or the decision of the owner, for private enterprises.

Upon receipt of the notice, the business registration office of the locality where the enterprise plans to base its new head office shall issue a receipt slip, register the relocation of the head office and re-issue a business registration certificate to the enterprise within 7 (seven) working days as from the date of receipt of the complete valid dossier and the enterprise’s name is not against the regulations on enterprise naming.

Upon receipt of the new business registration certificate, enterprises shall have to return their old original business registration certificate to the business registration office of the locality where they base their new head office.

Within 7 (seven) working days as from the date of re-issuance of the business registration certificate to the enterprise, the business registration office of the locality where the enterprise bases its new head office shall have to send a copy of the new business registration certificate to the business registration office where the enterprise previously registered its business.

3. The change of address of an enterprise’s head office shall not alter the rights and obligations of the enterprise.

Article 27.- Registration of change in enterprise name

1. Within ten (10) working days as from the date of making decision to change its name, the enterprise shall have to send a notice to the provincial-level business registration office where the enterprise has registered its business. Such a notice shall cover:

a/ The enterprise’s current name, head office address, the number and date of issuance of its business registration certificate;

b/ The expected new name;

c/ The full name and signature of the enterprise’s representative at law.

This notice shall be enclosed with the written decision and a copy of the minutes of the Members’ Council meeting, for limited liability companies with two or more members; of the general shareholders meeting, for joint-stock companies; of general partners, for partnerships; the decision of the company owner, for one-member limited liability companies, or the decision of the owner, for private enterprises, on the change of the enterprise name. Changes in the company charter must be clearly indicated in the decision and the meeting minutes.

2. Upon receipt of the notice, the business registration office shall have to issue a receipt slip and register the change of the enterprise’s name within 7 (seven) working days as from the date of receipt of the complete valid dossier and if the enterprise’s name is not against the regulations on enterprise naming.

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

3. The change of an enterprise’s name shall not alter the rights and obligations of this enterprise.

Article 28.- Registration of change of general partners

When a partnership admits a new general partner, germinates the membership of a general partner under the provisions of Clauses 1, 2 and 3, Article 138 of the Enterprise Law, within 10 (ten) working days as from the date of making decision to change a general partner, it shall have to send a notice to the business registration office where the company has registered its business. Such a notice shall cover:

1. The company’s name, head office address, the number and date of issuance of its business registration certificate;

2. The full names, the number of the people’s identity card, passport or other legal personal identification papers as stipulated in Article 18 of this Decree, the permanent residence address of the new general partner or the general partner whose membership is terminated;

3. The signatures of all general partners or authorized general partners, except for the partner whose membership is terminated;

4. Amendments in the company’s charter.

Upon receipt of the notice, the business registration office shall have to issue a receipt slip and effect the registration of partner change within 7 (seven) working days as from the date of receipt of complete and valid dossier.

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

Article 29.- Registration of change of representatives at law of limited liability companies or joint-stock companies

In case a limited liability company or joint-stock company changes its representative at law, within 10 (ten) working days as from the date of making decision to change, the company shall have to send a notice to the business registration office where it registered its business. Such a notice shall cover:

1. The company’s name, head office address, the number and date of issuance of its business registration certificate;

2. The full names, the numbers of the people’s identity cards, passports or other legal personal identification papers as stipulated in Article 18 of this Decree, positions and permanent residence addresses of the incumbent representative at law and the successive representative at law of the company;

3. The full name and signature of the chairman of the Members’ Council, for limited liability companies with two or more members; of the company owner or chairman of the Members’ Council or the company president, for one-member limited liability companies; or of the chairman of the Management Board, for joint-stock companies. If the chairman of the Members’ Council, the president of the company, the chairman of the Management Board has escaped from his/her residence place, is held in custody, suffers from a mental disease or other ailments which render him/her unable to perceive or control him/herself or refuses to sign the company’s notice, there must be the full names and signatures of the members of the Members’ Council or the company owner or the members of the Management Board, who have attended and unanimously voted for the change of the company’s representative at law.

This notice must be enclosed with the written decision and a copy of the minutes of the Members’ Council meeting, for limited liability companies with two or more members, of the general shareholders meeting, for joint-stock companies, the decision of the company owner, for one-member limited liability companies, on the change of the representative at law. Changes in the company charter shall be clearly indicated in the decision, and the minutes of the meeting of the Members’ Council or the general shareholders meeting, or the decision of the company owner

Upon receipt of the notice, the business registration office shall have to issue a receipt slip and effect the registration of the change of the representative at law of the limited liability company or joint-stock company within 7 (seven) working days as from the date of receipt of the complete and valid dossier.

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

Article 30.- Registration for change of investment capital of private enterprise owners

Within 10 (ten) working days as from the date of making decision to increase or reduce the registered investment capital, the owner of the private enterprise shall have to send a notice on the change to the business registration office where it has registered its business. Such a notice shall cover:

1. The enterprise’s name, head office address, the number and date of issuance of its business registration certificate;

2. Lines of business;

3. The registered investment capital, new investment capital level and the time of investment capital change;

4. The full name, nationality, the number of the people’s identity card, passport number or other legal personal identification papers as stipulated in Article 18 of this Decree, the residence address and signature of the enterprise owner;

Upon receipt of the notice, the business registration office issues a receipt slip and effects the registration of the investment capital change within 7 (seven) working days as from the date of receipt of the complete and valid dossier.

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

Article 31.- Registration of change of charter capital of companies

1. Within 7 (seven) working days as from the date of making decision to increase or reduce the charter capital or change the capital contribution proportion, the company shall send a notice to the business registration office where it has registered its business. Such a notice shall cover:

a/ The company’s name, head office address, the number and date of issuance of its business registration certificate;

b/ The full name, address, nationality, the number of the identity card, passport or other legal personal identification papers as stipulated in Article 18 of this Decree or the number of the decision on the establishment, business registration number of each member, for limited liability companies with two or more members, of the owner and the authorized person, for one-member limited liability companies, of the founding shareholders, for joint-stock companies, of the general partners, for partnerships;

c/ The proportion of the capital contribution of each member, for limited liability companies with two or more members or of each founding shareholder, for joint-stock companies, the authorized ownership proportion of each authorized representative, for one-member limited liability companies organized and managed under the provisions of Clause 3, Article 67 of the Enterprise Law;

d/ The registered charter capital and the proposed new charter capital; the time and form of capital increase or reduction;

e/ The full name, nationality, the number of the people’s identity card, passport or other legal personal identification papers as stipulated in Article 18 of this Decree, the permanent residence address and signature of the representative at law of the company or of the authorized general partner, for partnerships, of the chairman of the Members’ Council, for limited liability companies, of the chairman of the Management Board, for joint-stock companies.

This notice must be enclosed with the written decision and a copy of the minutes of the Members’ Council meeting, for limited liability companies with two or more members, of the general shareholders meeting, for joint-stock companies; the decision of the company owner, for one-member limited liability companies on the change of charter capital of the company. Changes in the company charter shall be clearly indicated in the decision, and the minutes of the meeting of the Members’ Council or general shareholders meeting and the decision of the company owner.

In case of charter capital reduction, the enterprise shall make commitment to ensure the payment of all debts and other asset liabilities after the capital reduction, and attach the notice with the latest financial statement available following the time of making decision to reduce its charter capital. For a company with foreign-owned capital accounting for more than 50%, its financial statement must be verified by an independent auditor.

Upon receipt of the notice, the business registration office shall issue a receipt slip and effect the registration on capital increase or reduction within 10 (ten) working days as from the date of receipt of the complete and valid dossier.

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

2. The registration of charter capital increase or reduction shall not apply to one- member limited liability companies.

3. In case of capital reduction for enterprises conducting business lines that require legal capital, the registration of charter capital reduction shall be effected for the enterprises only if their registered capital level after the reduction is not lower than the legal capital level applicable to such business lines.

Article 32.- Registration of change of founding shareholders of joint-stock companies

1. Registration of change of founding shareholders of joint-stock companies in the case specified in Clause 3, Article 84 of the Enterprise Law:

Within 10 (ten) working days as from the date of making decision to change, the company shall send a notice to the business registration office where it has registered its business. Such a notice shall cover:

a/ The company’s name, head office address, the number and date of issuance of its business registration certificate;

b/ The name, head office address, the number of the business registration certificate or establishment decision, for founding shareholders that are organizations, or the full name, the number of the people’s identity card, passport or other legal personal identification papers as stipulated in Article 18 of this Decree, for founding shareholders that are individuals, and the unfulfilled share of capital of the founding shareholder who does not keep the commitment of capital contribution;

c/ The name, head office address, number of the business registration certificate or establishment decision, for organizations, the full name, number of the people’s identity card, passport or other legal personal identification papers as stipulated in Article 18 of this Decree, for individuals, and the capital contribution after the supplementary capital contribution of the shareholder who agrees to make the supplementary capital contribution;

d/ The full name, number of the people’s, identity card, passport or other legal personal identification papers as stipulated in Article 18 of this Decree and the signature of the representative at law of the company;

The notice shall be enclosed with the written decision, a copy of the minutes of the general shareholders meeting on the change of the founding shareholder due to the unfulfilled commitment of capital contribution; the list of founding shareholders after the change. Changes in the company charter shall be clearly indicated in the decision and the minutes of the general shareholders meeting.

Upon receipt of the notice, the business registration office shall issue a receipt slip and effect the registration of founding shareholder change within 7 (seven) working days as from the date of receipt of the complete and valid dossier.

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

2. Registration of change of founding shareholders in the case stipulated in Clause 5, Article 84 of the Enterprise Law:

Within 10 (ten) working days as from the date of making decision to change, the company shall send a notice to the business registration office where it has registered its business. Such a notice shall cover:

a/ The company’s name, head office address, the number and date of issuance of its business registration certificate;

b/ The name, address of head office, number of the business registration certificate or establishment decision, for founding shareholders that are organizations, or the full name, number of the people’s identity card, passport or other legal personal identification papers as stipulated in Article 18 of this Decree, for founding shareholders that are individuals; and the capital shares of the share transferor and the share transferee;

c/ The full name, number of the people’s, identity card, passport or other legal personal identification papers as stipulated in Article 18 of this Decree and the signature of the representative at law of the company;

The notice shall be attached with the written decision, a copy of the minutes of the general shareholders meeting on the change of the founding shareholder; and the list of founding shareholders after the change. Changes in the company charter shall be clearly indicated in the decision, and the minutes of the general shareholders meeting.

Upon receipt of the notice, the business registration office shall issue a receipt slip and effect the registration of founding shareholder change within 7 (seven) working days as from the date of receipt of the complete and valid dossier.

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

Article 33.- Registration of change of members of limited liability companies with two or more members

In case of admission of a new member, within 10 (ten) working days as from the date of making decision to admit, the company shall send a notice to the business registration office where it has registered its business. Such a notice shall cover:

a/ The company’s name, head office address, the number and date of issuance of its business registration certificate;

b/ The name and head office address, for members that are organizations, the full name, nationality, the people’s identity card, passport or other legal identification papers as stipulated in Article 18 of this Decree, for members that are individuals; the value and the amount of capital contribution, time of capital contribution and the type of asset used as contribution, the quantity and value of each contributed asset of the new member;

c/ The newly changed capital contribution of all members after the admission of the new one;

d/ The company’s charter capital the admission of the new member;

e/ The full name and signature of the representative at law of the company.

The notice shall be attached with the written decision and a copy of the minutes of the Members’ Council meeting on the admission of the new one, and the written certification of the capital contribution of the new member to the company. In case the member is a foreign organization, a valid copy of the establishment license or business registration certificate or other document of equivalent validity shall be also required; in case the member is a foreign individual, a copy of the valid passport or other legal personal identification papers as stipulated in Article 18 of this Decree shall be also required. Changes in the company charter shall be clearly indicated in the decision, and the minutes of the Members’ Council meeting.

Upon receipt of the notice, the business registration office shall issue a receipt slip and effect the registration of member change and charter capital increase within 7 (seven) working days as from the date of receipt of the complete and valid dossier.

2. In case of change of member due to the transfer of the capital contribution, within 10 (ten) working days as from the date of making decision to change, the company shall send a notice to the business registration office where it has registered its business. Such a notice shall include:

a/ The company’s name, head office address, the number and date of issuance of its business registration certificate;

b/ The name and head office address, for organizations, or the full name, nationality, number of the people’s identity card, passport or other legal personal identification papers as stipulated at the Article 18 of this Decree, for individuals; and the capital contribution of the transferor and transferee;

c/ The capital contribution of the members after the transfer;

d/ The timing of the transfer;

e/ The full name and signature of the representative at law of the company.

The notice shall be attached with the transfer contract and the documents on the fulfillment of the transfer with the certification of the company.

Upon receipt of the notice, business registration office shall issue a receipt slip and effect the registration of member change within 7 (seven) working days as from the date of receipt of the complete and valid dossier.

3. In case of change of a member due to inheritance, within 10 (ten) working days after the date of making decision to change, the company shall send a notice to the business registration office where it has registered its business. Such a notice shall cover:

a/ The company’s name, head office address, the number and date of issuance of its business registration certificate;

b/ The full name, number of the people’s identity card, passport or other legal personal identification papers as stipulated in Article 18 of this Decree, nationality and the capital contribution of the member that left the inheritance and of every person who receives the inheritance;.

c/ The timing of inheritance;

d/ The full name and signature of the representative at law of the company.

Upon receipt of the notice, the business registration office shall issue a receipt slip and effect the registration of member change within 7 (seven) working days as from the date of receipt of the complete and valid dossier.

4. In case of registration of the change of a member because he/she fails to contribute the committed capital as stipulated in Clause 3, Article 39 of the Enterprise Law, within 10 (ten) working day as from the date of making decision to change, the company shall send a notice to the business registration office where it has registered its business. Such a notice shall include:

a/ The company’s name, head office address, the number and date of issuance of its business registration certificate;

b/ The name and head office address or full name and number of the people’s identity card, passport or other legal personal identification papers as stipulated in Article 18 of this Decree, nationality and the capital contribution of the member who fails to make capital contribution as committed and of the person who agrees to make supplementary contribution;

c/ The full name and signature of the representative at law of the company.

The notice shall be attached with the written decision and a copy of the minutes of the Members’ Council meeting on the change of the member due to the unfulfilled commitment of capital contribution and the list of the remaining members of the company. Changes in the company charter shall be clearly indicated in the decision and the minutes of the Members Council meeting.

Upon receipt of the notice, the business registration office shall issue a receipt slip and effect the registration of member change within 7 (seven) working days as from the date of receipt of the complete and valid dossier.

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

Article 34.- Registration of change of business registration or operation registration contents in accordance with court decisions

In case of change of business registration or operation registration contents in accordance with court decisions, enterprises shall have to register such change. In the dossier of change, in addition to the documents stipulated in this Chapter, there must be a valid copy of the court judgment or decision which has entered into legal force.

Article 35.- Enterprise’s right to complain

If after the prescribed time limit as from the date of sending its notice on supplementation or amendment of business registration contents prescribed in this Chapter to the business registration office, the enterprise does not receive the registration of supplementation or amendment of their business registration contents according to regulations or does not receive a notice requiring supplementation or change of the business registration dossier from the business registration office, it shall be entitled to lodge its complaints in accordance with the provisions of law on complaints and denunciations.