I. Establishment Registration
Step 1: Prepare dossier
The composition of dossier includes:
1. Request for business registration in the form prescribed in Annex I-1 Circular No. 20/2015 / TT-BKH;
2. A valid copy of one of the personal identification papers as stipulated in Article 10 of Decree No. 78/2015/ND-CP of private business owners.
Step 2: Apply
How this is done: The enterprise, its founder or authorized representative shall submit applications at Business Registration Office of the province where the enterprise’s headquarters is situated or legal representatives submit applications electronically via the National Business Registration Portal.
The order of execution:
+ In case of direct registration:
The enterprise, its founder or authorized representative shall submit applications and fee at Business Registration Office of the province where the enterprise’s headquarters is situated.
After receiving an application for enterprise registration, Business Registration Office shall give a receipt slip to the person who submits the application
+ In case of registration electronically using public digital signature:
Business registration dossier electronically valid specified in Article 36 of Decree No. 78/2015 / ND-CP;
The legal representative shall enter information, download electronic documents, append the digital signature on the electronic registration application, and pay fees online according to the procedures on National Business Registration Portal.
After the application is sent, the legal representative will receive a confirmation slip electronically.
+ In case of online registration using the business registration account:
Business registration dossier electronically valid specified in Article 36 of Decree No. 78/2015 / ND-CP;
The legal representative shall enter information, download electronic versions of ID papers from National Business Registration Portal in order to be issued with a business registration account.
The legal representative shall use the business registration account to enter information, download electronic documents, and authenticate the online application for enterprise registration according to the procedures on National Business Registration Portal.
After the application is sent, the legal representative will receive a confirmation slip electronically.
Term Solution: Within three (03) working days after receipt of a valid application.
Fee: 200,000 VND / times (Circular No. 176/2012 / TT-BTC) (Payment at the time of application).
Step 3: Check results
+ In case of direct registration:
In case of receipt of a valid application, the business registration office issue business registration certificate within three (03) working days.
If the application is not satisfactory, Business Registration Office shall inform the applicant of necessary revisions and supplementation within 03 working days from the receipt of the application. The notice must specify the reasons and the required amendments and supplements.
+ In case of registration electronically using public digital signature:
If the application is satisfactory, Business Registration Office shall send information to the tax authority to automatically generate an enterprise ID number. After receiving the enterprise ID number from the tax authority, Business Registration Office shall issue the certificate of enterprise registration and notify the applicant.
If the application is not satisfactory, Business Registration Office shall send an electronic notification to the applicant for revision or supplementation of the application
+ In case of online registration using the business registration account:
Business Registration Office shall examine the application and send an electronic notification to the applicant for revision or supplementation of the application if it is not satisfactory. If the application is satisfactory, Business Registration Office shall send information to the tax authority to generate an enterprise ID number. After receiving the enterprise ID number from the tax authority, Business Registration Office shall send an electronic notification of issuance of the certificate of enterprise registration to the applicant.
After receiving the notification, the legal representative shall submit a paper application for enterprise registration enclosed with the confirmation slip to Business Registration Office, whether directly or by post.
After receiving the paper application, Business Registration Office shall compare documents therein with the documents submitted online and issue the certificate of enterprise registration if they are consistent.
If Business Registration Office does not receive the paper application within 30 days from the day on which the notification of issuance of the certificate of enterprise registration is sent, the online application is no longer valid.
The legal representative is responsible for the completeness and accuracy of the paper application compared to the online application. In case the paper application is not consistent with the online application but the applicant fails to notify Business Registration Office, it will be considered fraudulent and dealt with as prescribed in Clause 1 Article 63 of Decree no 78/2015/ND-CP.
II. Amendment Registration
Case 1: Registration of change of enterprise’s name
1. Composition of dossier:
Notification of changes in business registration (Annex II-1, Circular No. 20/2015/TT-BKHDT);
Note: The decision and minutes of the meeting must specify the content to be amended in the company charter.
2. The order of execution
When changing its name, the enterprise shall send a notification to Business Registration Office that issued the certificate of enterprise registration.
The enterprise, its founder or authorized representative shall submit applications at Business Registration Office of the province where the enterprise’s headquarters is situated or legal representatives submit applications electronically via the National Business Registration Portal
· When receiving the notification, Business Registration Office shall give a confirmation slip to the enterprise, examine the validity of documents, and issue the certificate of enterprise registration if the new name does not contravene regulations on naming enterprises. The change of an enterprise’s name does not affect the enterprise’s rights and obligations.
Note: The name of the business is placed in accordance with the provisions of Articles 38, 39, 40 and 42 of the Law on Enterprises.
3. Number of dossiers: 01.
4. The time limit for resolution: Within three (03) working days after receipt of a valid application.
5. Fee: 200,000 VND / times (Circular No. 176/2012 / TT-BTC) (Payment at the time of application).
Case 2: Registration of relocation of headquarters address
1. Composition of dossier:
Notification of changes in business registration (Annex II-1, Circular No. 20/2015 / TT-BKH);
Note: The decision and minutes of the meeting must specify the content to be amended in the company charter.
2. The order of execution:
- Before registering the relocation of the headquarters address, the enterprise must complete all tax procedures related to relocation in accordance with regulations of law on taxation.
- The legal representative of the enterprise is responsible for registering a change of address of the corporate headquarters within 10 days from the date of the change.
· If the headquarters is relocated within the same province, the enterprise shall send a notification to the Business Registration Office where the enterprise was registered. Notification must be accompanied by the documents referred to in composition profile.
· If the headquarters is relocated to another province, the enterprise shall send a notification to the Business Registration Office of the province to which the headquarters is relocated. Notification must be accompanied by the documents referred to in composition profile.
· The enterprise shall directly submit applications at Business Registration Office of the province where the enterprise’s headquarters is situated or legal representatives submit applications electronically via the National Business Registration Portal.
· When receiving the notification, Business Registration Office of the province to which the headquarters is relocated shall give a confirmation slip to the enterprise, examine the validity of documents, issue the certificate of enterprise registration, and send information to the Business Registration Office where the enterprise was initially registered.
(Article 40 of Decree No. 78/2015 / ND-CP)
Number of records: 01.
Term Solution: Within three (03) working days after receipt of a valid application.
Fee: 200,000 VND / times (Circular No. 176/2012 / TT-BTC) (Payment at the time of application).
Case 3: Registration of change on private enterprise’s owner
Registration of change of private enterprise in case the enterprise is sold, offered, the owner dies or is missing
1. Composition of dossier:
Change Notification private business owners (Annex II-3, Circular No. 20/2015 / TT-BKH);
A valid copy of the personal identification papers as stipulated in Article 10 of Decree No. 78/2015/ND-CP of the buyer/receiver/inheritor;
A sale contract, offering contract, or documents proving completion of the transfer in case the private company is sold or offered; a legitimate copy of the certification of the inheritor’s right to inheritance.
2. The order of execution:
In case the owner of a private enterprise sells or offers the enterprise, dies, or is missing, the buyer, receiver, or inheritor of the enterprise must register the change of private enterprise’s owner. The dossier must be accompanied by the documents referred to in composition profile.
(Provisions of Article 28, 29, 31 of the Law on Enterprises and Article 47 of Decree No. 78/2015 / ND-CP).
3. Number of records: 01.
4. The time limit for resolution: Within three (03) working days after receipt of a valid application.
5. Fee: 200,000 VND / times (Circular No. 176/2012 / TT-BTC) (Payment at the time of application).
III. Notification of changes
Case 1: Notification of addition/change of business lines
1. Composition of dossier:
Notification of changes in business registration (Annex II-1, Circular No. 20/2015 TT-BKHDT);
Note: The decision and meeting minutes must indicate the content is changed in the company's charter.
2. The order of execution:
Owners of private businesses are responsible for sending Notification of changes in business registration to the Business registration office in the province where the enterprise has registered within 10 days from the date of the change. Notification must be accompanied by the documents referred to in composition profile.
The enterprise shall directly submit applications at Business Registration Office of the province where the enterprise’s headquarters is situated or legal representatives submit applications electronically via the National Business Registration Portal.
When receiving the notification, Business Registration Office shall give a confirmation slip, examine the validity of documents, change information about the enterprise’s business lines on National Enterprise Registration Database. Business Registration Office shall issue a certification of change of registered information about the enterprise at the request of the enterprise.
If documents about addition/change of business lines are not satisfactory, Business Registration Office shall request the enterprise to complete the documents within 03 working days.
The enterprise has the responsibility to notify addition/change of its business lines to Business Registration Office within 10 working days from the occurrence of such change. Otherwise, the enterprise will incur penalties in accordance with penalties for administrative violations against regulations on planning and investment.
(Provisions of Article 32 of the Law on Enterprises and Article 49 of Decree No. 78/2015 / ND-CP)
3. Number of records: 01.
4. The time limit for resolution: Within three (03) working days after receipt of a valid application.
Case 2: Notification of capital investment of private enterprise’s owner
1. Composition of dossier:
Notification of changes in business registration (Annex II-1, Circular No. 20/2015 TT-BKHDT);
Note: The decision and meeting minutes must indicate the content is changed in the company's charter.
2. The order of execution:
In case of increase or decrease of registered capital investment, the private enterprise’s owner must send a notification to Business Registration Office where the enterprise was registered within 10 days from the date of change .
When receiving the notification, Business Registration Office shall give a confirmation slip, examine the validity of documents, change information about the enterprise’s capital investment on National Enterprise Registration Database. Business Registration Office shall issue a certification of change of registered information about the enterprise at the request of the enterprise.
If documents about change of capital investment are not satisfactory, Business Registration Office shall request the enterprise to complete the documents within 03 working days.
The enterprise has the responsibility to notify the change of capital investment of the private enterprise’s owner to Business Registration Office within 10 working days from the occurrence of such change. Otherwise, the enterprise will incur penalties in accordance with penalties for administrative violations against regulations on planning and investment.
The enterprise shall directly submit applications at Business Registration Office of the province where the enterprise’s headquarters is situated or legal representatives submit applications electronically via the National Business Registration Portal.
3. Number of records: 01.
4. The time limit for resolution: Within three (03) working days after receipt of a valid application.
Case 3: Notification of tax registration information
1. Composition of dossier:
Notification of changes in business registration (Annex II-1, Circular No. 20/2015 TT-BKHDT);
2. The order of execution:
· In case enterprise that changes the tax registration information without changing business registration information shall send a notification to Business Registration Office of the province where its headquarters is situated. Notification must be accompanied by the documents referred to in composition profile.
· The enterprise shall directly submit applications at Business Registration Office of the province where the enterprise’s headquarters is situated or legal representatives submit applications electronically via the National Business Registration Portal.
· Upon receiving the notice, Business Registration Office shall receive the notification, enter information on National Enterprise Registration Information System in order to transfer information to the database of General Department of Taxation. Business Registration Office shall issue a certification of change of registered information about the enterprise at the request of the enterprise.
(Provisions of Article 32 of the Law on Enterprises and Article 53 of Decree No. 78/2015 / ND-CP).
3. Number of records: 01.
4. The time limit for resolution: Within three (03) working days after receipt of a valid application.
Case 4: notification of lease of private enterprise
1. Composition of dossier:
Notification of changes in business registration (Annex II-1, Circular No. 20/2015 TT-BKHDT);
2. The order of execution:
Within 03 working days from the effective date of the enterprise lease contract, the owner of the private enterprise shall send a notification to Business Registration Office of the province where its headquarters is situated according to Article 186 of the Law on Enterprises.
· When receiving the notification, Business Registration Office shall give a confirmation slip, examine the validity of documents, change information about the enterprise on National Enterprise Registration Database. Business Registration Office shall issue a certification of change of registered information about the enterprise at the request of the enterprise.
The enterprise shall directly submit applications at Business Registration Office of the province where the enterprise’s headquarters is situated or legal representatives submit applications electronically via the National Business Registration Portal.
3. Number of records: 01.
4. The time limit for resolution: Within three (03) working days after receiving valid dossiers
IV. Suspension
Case 1: Business Suspension
The order of execution:
Enterprises send a notice to the Business registration office where the enterprise has registered at least 15 days before the suspension.
Business Registration Office records give the receipt to the enterprise after receiving notice of the suspension of the business enterprise. Within 03 working days from the date of receipt of a valid application, the business registration office shall issue a certificate of registered enterprises suspend business.
Note: 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. How this is done: The enterprise shall directly submit applications at Business Registration Office of the province where the enterprise’s headquarters is situated or legal representatives submit applications electronically via the National Business Registration Portal.
3. The composition of dossier:
Notification of suspension of business / business continued notified ahead of time of the business / branch / representative office / place of business (Annex II-21, Circular No. 20/2015 / TT -BKHDT);
Number of records: 01 (sets).
Case 2: Resumes its operation ahead of schedule
1. The order of execution:
Enterprises send a notice to the Business registration office where the enterprise has registered at least 15 days before resuming its operation ahead of schedule.
The Business Registration Office shall give a receipt to the enterprise after receiving the notification of 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 early resumption of business operation.
2. How this is done: The enterprise shall directly submit applications at Business Registration Office of the province where the enterprise’s headquarters is situated or legal representatives submit applications electronically via the National Business Registration Portal.
3. The composition profile, including:
Notification of suspension of business / business continued notified ahead of time of the business / branch / representative office / place of business (Annex II-21, Circular No. 20/2015 / TT -BKHDT);
Number of records: 01 (sets).
V. Dissolution
1. Composition of Dossier
The dossier, including:
Notification of the enterprise dissolution (Annex II-24, Circular No. 20/2015/TT-BKHDT);
A report on liquidation of the enterprise’s assets; a list of creditors and paid debts, including tax debts, outstanding social insurance contributions, and debts owed to employees after deciding the dissolution (if any);
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);
The seal and seal certificate (if any) or certificate revocation seals;
Business registration Certificate;
In case that the enterprise issued investment licenses, investment certificates or legal value equivalent papers, apart from the above documents, dossier submit must include: A valid copy of the investment certificate ; A valid copy of tax registration certificate; Proposal for supplementing and updating registration information now specified in Annex II-18 Circular No. 20/2015 / TT-BKHDT.
2. The order of execution
· Enterprises terminate the operation of branches, representative offices, places of business (Paragraph 1 of Article 59 of Decree No. 78/2015 / ND-CP).
· Issue the decision to dissolve the business.
· Private company’s owner, the Board of members, owner, or the Board of Directors shall directly organize the enterprise’s asset liquidation, unless a separate liquidation organization must be established according to the company’s charter.
· Within 07 working days from the approval date, the decision on dissolution meeting minutes must be sent to the business registration authority, tax authority, and employees of the enterprise; the decision on dissolution shall be posted on National Business Registration Portal, the enterprise’s headquarter, branches, and representative offices.
· If there are unsettled financial obligations, the decision on dissolution shall be enclosed with the debt settlement plan and sent to the creditors, people with relevant rights, obligations, and interests. The plan must contain the creditors’ names and addresses; the amount of debts, deadline, location, and method of payment; method and deadline for settlement of creditors’ complaints.
· The business registration authority shall post a notification of the status of every enterprise undergoing dissolution process on the National Business Registration Portal right after receiving the decision on dissolution from the enterprise. The notification must be posted together with the decision on dissolution and debt settlement plan (if any).
· The legal representative of the enterprise shall send the petition for dissolution to the business registration authority within 05 working days from the day on which all of the enterprise’s debts are settled.
· The business registration authority shall update the enterprise’s legal status of National Enterprise Registration Database if no opinions or objections from relevant parties are received after 180 days from the day on which the decision on dissolution is receipt as prescribed in Clause 3 Article 202 Law on Enterprise or within 05 working days from the receipt of the petition for dissolution.
· 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.
2. How this is done: The enterprise shall directly submit applications at Business Registration Office of the province where the enterprise’s headquarters is situated or legal representatives submit applications electronically via the National Business Registration Portal.
VI. Publishing of enterprise registration information
1. Case 1: Prepare dossier
The dossier includes:
· Request for publishing business registration content (Annex II-25, Circular No. 20/2015 / TT-BKH);
2. Case 2: Submit dossier
· When receiving the certificate of business registration, or confirmation of change of enterprise registration information in terms of business lines, founding shareholders, foreign shareholders, the enterprise shall pay a fee for publishing enterprise registration information.
Fee: 300,000 VND (Circular No. 106/2013 / TT-BTC) (Payment at the time of the proposal announced).
3. Case 3: Check results
Business Registration Office shall publish the enterprise registration information on National Business Registration Portal.
VII. Notification of seal design
1. Case 1: Prepare dossier
The dossier include:
- Notification about using seal form of business / branch / representative office (Annex II-8 of Circular No. 20/2015/ TT-BKHDT);
- Notification about changing seal form / number of enterprise seal / branch / representative office (Appendix II-9, Circular No. 20/2015 / TT-BKHDT);
- Notification of the cancellation the seal form of the enterprise / branch / representative office (Appendix II-10, Circular No. 20/2015 / TT-BKHDT);
· In case that the enterprise issued investment licenses, investment certificates or legal value equivalent papers, apart from the above documents, dossier submit must include: A valid copy of the investment certificate ; A valid copy of tax registration certificate; Proposal for supplementing and updating registration information now specified in Annex II-18 Circular No. 20/2015 / TT-BKHDT.
2. Case 2: Submit dossier
· Before using, changing, or destroying a seal design of an enterprise or its branch/representative office, the enterprise must send a notification to Business Registration Office of the province where the enterprise, branch, or representative office is situated in order to post the seal design on National Business Registration Portal.
· The legal representative shall directly send Notification about using seal form of business / branch / representative office to Business Registration Office in the province where the business is headquartered.
3. Case 3: Check results
· After receiving the seal design, Business Registration Office shall give a confirmation slip to the enterprise and post the seal design on National Business Registration Portal.
· When an enterprise receives a notification that its seal design has been posted, the previous notifications are no longer valid.
VIII. Other cases
1. Case 1: Issuance of Certificate of Business Registration as a replacement for Investment Licenses, Investment Certificates or the equivalent
1. Dossier:
· Notification of changes in business registration contents (Annex II-1, Circular No. 20/2015 / TT-BKH);
2. The order of execution:
Within 05 working days from the day on which information about the full name, address, nationality, ID number of the enterprise’s manager, a member of the Control Board or Controller is changed, the enterprise shall send a notification to Business Registration Office of the province where its headquarters is situated according to Article 12 of the Law on Enterprises.
· The enterprise shall directly submit applications at Business Registration Office of the province where the enterprise’s headquarters is situated or legal representatives submit applications electronically via the National Business Registration Portal.
· When receiving the notification, Business Registration Office shall give a confirmation slip, examine the validity of documents, change information about the enterprise on National Enterprise Registration Database. Business Registration Office shall issue a certification of change of registered information about the enterprise at the request of the enterprise.
(Provisions of Article 12, 32 of the Law on Enterprises and Article 54 of Decree No. 78/2015 / ND-CP).
3. Number of records: 01.
4. The time limit for resolution: Within three (03) working days after receipt of a valid application.
2. Case 2: Statement of changes in information business manager
1. Dossier:
· Notification of changes in business registration contents (Annex II-1, Circular No. 20/2015 / TT-BKH);
2. The order of execution:
Within 05 working days from the day on which information about the full name, address, nationality, ID number of the enterprise’s manager, a member of the Control Board or Controller is changed, the enterprise shall send a notification to Business Registration Office of the province where its headquarters is situated according to Article 12 of the Law on Enterprises.
· The enterprise shall directly submit applications at Business Registration Office of the province where the enterprise’s headquarters is situated or legal representatives submit applications electronically via the National Business Registration Portal.
· When receiving the notification, Business Registration Office shall give a confirmation slip, examine the validity of documents, change information about the enterprise on National Enterprise Registration Database. Business Registration Office shall issue a certification of change of registered information about the enterprise at the request of the enterprise.
(Provisions of Article 12, 32 of the Law on Enterprises and Article 54 of Decree No. 78/2015 / ND-CP).
3. Number of records: 01.
4. The time limit for resolution: Within three (03) working days after receipt of a valid application.
3. Case 3: Sale of private enterprise
1. Dossier:
· Notification on changing of private business owners (Annex II-3, Circular No. 20/2015 / TT-BKHDT);
· A valid copy of one of the personal identification papers as stipulated in Article 10 of Decree No. 78/2015 / ND-CP of the buyer;
· Purchase and sale contract or proof of completion of the transfer.
2. The order of execution:
Private business buyers must register the change of private business owners as defined in Article 187 of the Enterprise Law. After selling the business, private entrepreneurs still have to be responsible for the debts and other property obligations of the enterprise incurred during business before the delivery date, except where buyers, sellers and enterprise's creditors agree otherwise.
Buyers submit registration dossier change to the Business registration office where the enterprise is registered. The dossier includes the above-mentioned components.
How this is done: The buyer shall directly submit applications at Business Registration Office of the province where the enterprise’s headquarters is situated or legal representatives submit applications electronically via the National Business Registration Portal.
4. Number of records: 01.
5. The time limit for resolution: Within three (03) working days after receiving valid dossiers
IX. Legal documents
· Enterprise Law of the National Assembly of the Socialist Republic of Vietnam No. 68/2014 / QH13 November 26, 2014 (Law on Enterprise);
· Decree No. 78/2015/ND-CP dated 09/14/2015 of the Government on business registration (Decree No. 78/2015 / ND-CP);
· Circular No. 20/2015/TT-BKHDT dated 12/01/2015 of the Ministry of Planning and Investment in guiding the business registration (Circular No. 20/2015/TT-BKHDT);
· Circular No. 176/2012 / TT-BTC dated 12/23/2012 of the Ministry of Finance regulating the amount, mode of collection, management and use of fees for business registration, business registration and Free provides business information (Circular No. 176/2012/TT-BTC).
Pham Anh Tuan
(Source: ABR)