DECREE

ENTERPRISE REGISTRATION

Pursuant to the Law on Government organization dated December 25, 2001;

Pursuant to Law on Enterprises dated November 26, 2014;

Pursuant to Law on Investment dated November 26, 2014;

Pursuant the Law on Tax administration dated November 29, 2006;

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

Pursuant to the Law on Credit institutions dated June 16, 2010;

At the request of the Minister of Planning and Investment,

The Government promulgates a Decree on enterprise registration.

Chapter I

GENERAL PROVISIONS

Article 1. Scope

This Decree deals with necessary documents and procedures for registration of enterprises and business households; business registration authorities

Article 2. Regulated entities

This Decree applies to:

1. Vietnamese, foreign organizations and individuals (hereinafter referred to as entities) applying for enterprise registration under Vietnam’s law;

2. Individuals, groups of individuals, and households applying for registration of business households under this Decree;

3. Business registration authorities;

4. Tax authorities;

5. Other entities involved in enterprise registration.

Article 3. Interpretation of terms

In this Decree, the terms below are construed as follows:

1. Enterprise registration means the enterprise’s founder registering information about the enterprise to be established; an enterprise registering changes or intended changes in information about enterprise registration with the business registration authority, which is retained in National Enterprise Registration Database. Enterprise registration includes registration of enterprise establishment, registration of changes of enterprise registration information, and other obligation to register, notify under this Decree.

2. National Enterprise Registration Information System  means the system of dedicated information about enterprise registration established and operated by the Ministry of Planning and Investment in cooperation with other agencies to send, receive, store, display, or perform other tasks serving enterprise registration.

3. National Business Registration Portal is an electronic information portal for entities to apply for enterprise registration online, access information about enterprise registration, publish enterprise registration information, and for business registration authorities to issue certificates of enterprise registration.

4. National Enterprise Registration Database is the collection of data about enterprise registration nationwide. Information in the application for enterprise registration and legal status of the enterprise stored in National Enterprise Registration Database are considered original information about the enterprise.

5. Online enterprise registration means the enterprise’s founder or the enterprise applying for enterprise registration via National Business Registration Portal.

6. Online application for enterprise registration means the application for enterprise registration submitted via National Business Registration Portal which consists of the same documents as those of the paper application that are converted into digital formats. An online application for enterprise registration is as valid as a paper one.

7. Electronic document means electronic data created online or scanned from a paper document in the .doc or .pdf format, which contains the exact and complete information on the paper document.

8. Public digital signature means a form of electronic signature prescribed by regulations of law on digital signature and authentication of digital signature.

9. Business registration accounts are accounts created by National Enterprise Registration Information System for organizations and individuals to apply for enterprise registration online. Business registration accounts are used for authentication of online application for enterprise registration in case the enterprise’s founder or the enterprise does not use a public digital signature.

10. Legitimate copies of documents in the application for enterprise registration are copies taken from the master register or copies authenticated by a competent authority, or copies that have been compared to the originals.

11. Document digitalization means scanning information on papers and converting them into electronic documents.

12. Data standardization means reviewing, comparing, and adjusting information about enterprise registration and status of enterprises in National Enterprise Registration Database.

Article 4. Rules for enterprise registration

1. The enterprise’s founder or the enterprise shall complete the application for enterprise registration and take legal responsibility for the legitimacy, truthfulness, and accuracy of information therein. If an enterprise has multiple legal representatives, their signatures in the application for enterprise registration have the same value.

2. The business registration authority is responsible for the legitimacy of the application for enterprise registration, not violations against the law committed by the enterprise and the enterprise’s founder.

3. The business registration authority does not have the responsibility to settle disputes between members, shareholders of the company or between the enterprise with other entities.

Article 5. The right to establish enterprises and obligation to apply for enterprise registration of the enterprise’s founder

1. Establishing enterprises is the right of every individual and organization. This right is protected by the State.

2. The enterprise’s founder or the enterprise has the obligation to apply for enterprise registration in accordance with this Decree and relevant legislative documents.

3. Business registration authorities and other agencies are prohibited to harass applicants while receiving and processing applications for enterprise registration.

4. Ministries, ministerial agencies, the People’s Councils and the People’s Committees are not permitted to promulgate their own regulations on enterprise registrations. Regulations on enterprise registration promulgated by Ministries, ministerial agencies, the People’s Councils and the People’s Committees against this Clause shall be annulled from the effective date of this Decree.