Chương VII Nghị định 88/2006/NĐ-CP: Trình tự, thủ tục đăng ký tạm ngừng kinh doanh, cấp lại, thu hồi giấy chứng nhận đăng ký kinh doanh

Chapter VII

ORDER OF, PROCEDURES FOR TEMPORARY CESSATION OF BUSINESS ACTIVITIES, RE-ISSUANCE AND WITHDRAWAL OF BUSINESS REGISTRATION CERTIFICATES

Article 43.- Temporary cessation of business activities

An enterprise which temporarily ceases its business activities shall have to send a notice in writing to the business registration office where it has registered its business and the tax authority at least 15 (fifteen) days before the temporary cessation of 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. Its business lines.

3. The temporary business cessation duration, the starting date and the closing date thereof. The temporary business cessation duration indicated in the notice must not exceed 1 (one) year. After the temporary cessation duration indicated in the notice, if the enterprise sustains its operation cessation, another notice should be sent to the business registry. The total length of time of temporary cessation must not exceed two years.

4. The reasons for temporary business cessation.

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

This notice must be enclosed with the decision and a copy of the minutes of the Members Council meeting, for limited liability companies with two or more members; of the company owner, for one-member limited liability companies, of the general shareholders meeting, for joint-stock companies; or of general partners, for partnerships.

The business registration office shall receive the notice and make note in the monitoring book.

Article 44.- Re-issuance of business registration certificates

1. Re-issuance of a business registration certificate in case of loss

a/ Upon the loss of the business registration certificate, the enterprise shall report to the police of the place where the certificate is lost, the business registration office where it has registered its business and make three consecutive announcements on the mass media.

b/ After 30 (thirty) days as from the date of the announcement, if the enterprise still cannot find the lost certificate, it shall request the business registration office which has issued the business registration certificate to re-issue it. The dossier of application for re-issuance shall comprise:

- A written request for re-issuance of the business registration certificate;

- The certification of the police on the enterprise’s report of the loss of the business registration certificate;

- Document of a newspaper or radio or television station on the publication of the announcement on the loss of business registration certificate or the newspaper issues that carry the announcement.

2. Re-issuance of the business registration certificate in case the certificate is torn apart, crushed, burned or otherwise damaged.

In this case, the enterprise shall send a written request specifying the reasons for the application for the re-issuance of the business registration certificate to the business registration office.

3. Upon receipt of the dossier mentioned at Point 1 or 2 of this Article, the business registration office shall issue a receipt slip to the enterprise.

Within 7 (seven) working days as from the date of receipt of the valid and complete dossier, the business registration office shall re-issue the business registration certificate to the enterprise, which clearly indicates the time of the re-issuance. The number of the re-issued business registration certificate shall be the number of the former business registration certificate.

4. The re-issuance of the operation registration certificate of the branch or the representative office whose operation registration certificate is lost, torn apart, crushed, and burned or otherwise damaged shall be carried out in accordance with the provisions of Clauses 1, 2 and, 3 of this Article.

5. In case a business registration certificate was issued not in accordance with the dossier, order of and procedures as provided for by law, the business registration office shall notify the enterprise to complete the dossier so that the re-issuance or rejection of the business registration certificate can be taken into consideration.

Article 45.- Withdrawal of business registration certificates

1. Cases of withdrawing the business registration certificates are stipulated in Clause 2, Article 165 of the Enterprise Law.

2. The order of and procedures for withdrawing the business registration certificate according to court decisions shall comply with instructions of competent state agencies.

Article 46.- Order of and procedures for withdrawing business registration certificates

1. In case the business registration office finds out forged contents declared in the business registration dossier:

If the business registration office finds out forged contents declared in the business registration dossier of a newly founded enterprise, it shall make a notice on the violation made by the enterprise and issue a decision to withdraw the business registration certificate;

If the business registration office finds out forged contents declared in the dossier of registration of changes in business registration contents, it shall request a competent agency to administratively sanction this violation in business registration and, at the same tine, eliminate the already made changes based on forged information.

2. If owners of private enterprises, members of limited liability companies, founding shareholders of joint-stock companies or general partners of partnerships fall into the category of those who are banned from establishing an enterprise according to Clause 2, Article 13 of the Enterprise Law:

a/ For private enterprises and one-member limited liability companies owned by single individuals: The business registration office where the enterprise has registered its business shall make a notice on the violation committed by the enterprise and issue a decision to withdraw its business registration certificate.

b/ For limited liability companies with two or more members, one-member limited liability companies owned by single organizations joint-stock companies and partnerships: The business registration office where the enterprise has registered its business shall make a notice requesting the enterprise to change members or shareholders who do not have the right to establish an enterprise within 30 (thirty) days as from the date of the notice. After this time limit, if the enterprise fails to register the change of members or shareholders, the business registration office shall make a notice on the violation committed by the enterprise and issue a decision to withdraw its business registration certificate.

3. For those enterprises that violate Points c, d, e and f, Clause 2, Article 165 of the Enterprise Law, the business registration office shall make a notice on the violation and request the representative at law of the enterprise to go to the office for clarification and explanation. After 10 (ten) working days as from the deadline stated in the notice, if the requested person fails to come, the business registration office shall issue a decision to withdraw the business registration certificate.

4. When an enterprise fails to send reports according to Point g, Clause 2, Article 165 of the Enterprise Law, within 10 (ten) working days as from the expiration of the time limit for sending reports, the business registration office shall send a written notice to request the representative at law of the enterprise to go to the office for clarification and explanation. After 10 (ten) working days as from the date of the appointment indicated in the notice, if the representative fails to come, the, business registration office shall make a notice on the violation committed by the enterprise and issue a decision to withdraw its business registration certificate.

5. If the business registration office finds out that the enterprise has conducted a banned business line, it shall issue a notice on the violation and issue a decision to withdraw the business registration certificate and, at the same time, informs competent state agencies for handling according to the provisions of law.

6. After receiving the decision to withdraw the business registration certificate, the enterprise shall carry out dissolution procedures as stipulated in Article 158 of the Enterprise Law. Within 6 (six) months as from the date of issuance of the decision to withdraw the business registration certificate, if the dissolution dossier of the enterprise is not received, the enterprise shall be considered having been dissolved and the business registration office shall delete the enterprise’s name in the business registry book. In this case, the representative at law and all members, for limited liability companies, the company owner, for one-member limited liability companies, the company owner, for private enterprises, and all members of the Management Board, for joint-stock companies and all general partners, for partnerships, shall be jointly responsible for all debts and unfulfilled asset liabilities.

Article 47.- Cases of withdrawal of business registration certificates of business households

Business household shall have its business registration certificate withdrawn in the following cases:

1. Failing to start business activities within 6 (six) months as from the date its business registration certificate was issued;

2. Ceasing business activities for 6 (six) consecutive months without making a notice thereon to the district-level business registry where it has registered its business;

3. Relocating their business location to another district;

4. Conducting banned business lines.