Thông tư 02/2019/TT-BKHĐT sửa đổi Thông tư 20/2015/TT-BKHĐT hướng dẫn đăng ký doanh nghiệp

CIRCULAR

AMENDMENTS TO THE CIRCULAR NO. 20/2015/TT-BKHDT DATED DECEMBER 01, 2015 BY THE MINISTRY OF PLANNING AND INVESTMENT PROVIDING GUIDANCE ON ENTERPRISE REGISTRATION

Pursuant to the Law on enterprises dated November 26, 2014;

Pursuant to the Law on tax administration dated November 29, 2006;

Pursuant to the Law on amendments to the Law on tax administration dated November 20, 2012;

Pursuant to the Law on assistance for small and medium-sized enterprises dated June 12, 2017;

Pursuant to the Government’s Decree No.78/2015/ND-CP dated September 14, 2015 on enterprise registration;

Pursuant to the Government’s Decree No. 108/2018/ND-CP dated August 23, 2018 on amendments to the Government’s Decree No.78/2015/ND-CP dated September 14, 2015 on enterprise registration;

Pursuant to the Government’s Decree No. 96/2015/ND-CP dated October 19, 2015 providing guidelines for some articles of the Law on enterprises;

Pursuant to the Government’s Decree No. 86/2017/ND-CP dated July 25, 2017 defining the functions, tasks, powers and organizational structure of the Ministry of Planning and Investment;

At the request of the Director of the Agency for Business Registration;

The Minister of Planning and Investment promulgates a Circular to provide amendments to the Circular No. 20/2015/TT-BKHDT dated December 01, 2015 by the Ministry of Planning and Investment providing guidance on enterprise registration.

Article 1. Amendments to the Circular No. 20/2015/TT-BKHDT dated December 01, 2015 by the Ministry of Planning and Investment providing guidance on enterprise registration

1. Article 2 is amended as follows:

“Article 2. Issuance and use of templates of documents used in registration of enterprises and business households

1. Templates of documents used in the registration of enterprises and business households are enclosed with this Circular.

2. Document templates enclosed with this Circular shall be consistently used nationwide and supersede the ones enclosed with the Circular No. 20/2015/TT-BKHDT dated December 01, 2015 by the Ministry of Planning and Investment”.

2. Article 4 is amended as follows:

“Article 4. Application for enterprise registration by enterprises that ratify their decisions by voting

If the Board of Members of a limited liability company or the General Meeting of Shareholders of a joint-stock company ratifies their decisions by voting as regulated in the Law on enterprises, the minutes of meeting included in the application for enterprise registration as regulated in the Decree No. 78/2015/ND-CP and the Decree No. 108/2018/ND-CP may be replaced with the report on voting results of the Board of Members of a limited liability company or the voting record of the General Meeting of Shareholders of a joint stock company”.

3. Clause 1 Article 5 is amended as follows:

“1. In case of changes in information about a founding shareholder of a joint stock company, the enterprise shall send a notification to the Business Registration Office of the province where its headquarters is located in accordance with Clause 16 Article 1 of the Decree No. 108/2018/ND-CP. Only unlisted joint-stock companies may change their information concerning founding shareholders”.

4. Clause 3 Article 6 is amended as follows:

“3. Re-issuance of the certificate of registration of branch/representative office/business location shall be done in accordance with Article 58 of the Decree No. 78/2015/ND-CP and Clause 18 Article 1 of the Decree No. 108/2018/ND-CP”.

5. Clauses 3, 4, 5, 7 Article 8 are amended as follows:

“3. In case of registration or notification of changes in enterprise registration information, business suspension, resumption of business ahead of schedule, dissolution, or notification of seal design, the enterprise shall submit its application to the Business Registration Office of the province where its headquarters is located.

The application includes relevant papers as regulated in the Decree No. 78/2015/ND-CP, the Decree No. 108/2018/ND-CP and other papers mentioned in Clause 1 of this Article”.

“4. In case of business registration, registration of changes in branch/representative office registration information, resumption of business ahead of schedule, business termination, notification of seal design of the branch/representative office, the enterprise shall submit its application to the Business Registration Office of the province where its branch/representative office is located. The application includes relevant papers specified in the Decree No. 78/2015/ND-CP, the Decree No. 108/2018/ND-CP and the application form for supplement and update on business registration information using the form provided in the Appendix II-19 enclosed herewith.

If the branch operates under an Investment Certificate, the enterprise’s application shall include the valid copies of the Investment Certificate and the Certificate of Tax Registration of this branch besides the above-mentioned papers”.

“5. In case of registration of business establishment, registration of changes in business registration information, business suspension, resumption of business ahead of schedule, shutdown of a business location of the enterprise, the enterprise shall submit its application to the Business Registration Office of the province where its business location is located. The application includes relevant papers as regulated in the Decree No. 78/2015/ND-CP, the Decree No. 108/2018/ND-CP and the application form for supplement and update on business registration information using the form provided in the Appendix II-19 enclosed herewith”.

“7. After receipt of the application, the Business Registration Office shall provide the enterprise with a confirmation slip and review the validity of the received application to grant the certificate of enterprise registration, certificate of registration of branch/representative office/ business location, certificate of changes in enterprise registration information and other relevant certificates as regulated in the Decree No. 78/2015/ND-CP and the Decree No. 108/2018/ND-CP”.

6. Article 14 is amended as follows:

“Article 14. Information rectification on National Enterprise Registration Database if certificate of enterprise registration or application for enterprise registration is issued or approved improperly, or information provided in the application for enterprise registration is unreliable or inaccurate

1. In case an application for enterprise registration is approved with an improper application or inconsistently with procedures, the Business Registration Office shall adopt regulations set forth in Clause 2 Article 58 of the Decree No. 78/2015/ND-CP for handling the case. The Business Registration Office shall correct the information on the National Enterprise Registration Database based on the valid and complete application submitted by the enterprise before re-issuing a new certificate of enterprise registration/ certificate of changes in enterprise registration information.

2. In case the application for enterprise registration contains unreliable or inaccurate information, the Business Registration Office shall adopt regulations in Clause 18 Article 1 of the Decree No. 108/2018/ND-CP for handling the case. The Business Registration Office shall correct the information on the National Enterprise Registration Database based on the valid and complete application submitted by the enterprise before re-issuing a new certificate of enterprise registration/ certificate of changes in enterprise registration information.”

7. Point b Clause 1 Article 18 is amended as follows:

“b) If the enterprise fails to provide its response by the due date prescribed in Point a Clause 1 of this Article, the Business Registration Office shall request the enterprise to submit reports in accordance with Point c Clause 1 Article 209 of the Law on enterprises. If the enterprise fails to submit the required reports as regulated in Point c Clause 1 Article 209 of the Law on enterprises, the Business Registration Office shall revoke the certificate of enterprise registration in accordance with Clause 20 Article 1 of the Decree No. 108/2018/ND-CP”.

Article 2. Responsibility for implementation

Departments of Planning and Investment of provinces and central-affiliated cities, business registration authorities of districts, enterprises established under the Law on enterprise, founders of enterprises or business households, and relevant organizations and individuals shall implement this Circular.

Article 3. Implementation clause

1. This Circular comes into force from March 11, 2019.

2. Difficulties that arise during the implementation of this Circular should be promptly reported to the Ministry of Planning and Investment for consideration./.