According to Article 2 of Decree No. 43/2010/ND-CP of the Government on Registration, Information Systems national enterprise registration information system professional registration enterprise by the Ministry of Planning and Investment shall assume the prime responsibility and coordinate with relevant agencies to build and operate for sending, receiving, storing, displaying or otherwise processing for data service registration business. Enterprise registration information system including national enterprise registration portal national and national database of registered businesses.

- Portal national enterprise registration information electronically to the organization, individuals perform online business registration, access to information on business registration and for the issuance of of the business registration certificate of business registration.

- The national database is a collection of business registration data on a national scale. Information of business registration records stored in the national database of registered legal business value is the information about the business.

The list of occupations need a practicing certificate before registration to the date of 30/07/2008 including:

I. Lines that the law only requires the Director (head of business establishments) must have a practicing certificate include:

1. Industrial property representation service (in the absence of authorization) (D.154 Intellectual Property Law; D.29 ND 103/ND-CP dated 22/9/2006)

2. Private health care services; (Circular 07/2007/TT-BYT dated 25/5/2007 of the Ministry of Health)

3. Healthcare services private traditional medicine; (Circular 07/2007/TT-BYT dated 25/5/2007 of the Ministry of Health)

II. Lines for which the law requires the directors and others held management positions in the company must have a practicing certificate include:

1. Audit services - 3 CCHN; (D.23 Decree 105/2004/ND-CP dated 30/3/2004)

2. Accounting services - 2 CCHN; (D.41 Decree 129/2004/ND-CP dated 31/5/2004; D.2 TT 72/2007/TT-BTC dated 06/27/2007)

III. Lines for which the law requires a practicing certificate holder's management positions within the company including:

1. Veterinary services - 1 CCHN; (Article 63 of Decree No. 33/2005/ND-CP dated 03/15/2005)

2. Production and sale of veterinary drugs; aquatic animal health - 1 CCHN (Ordinance on Veterinary Medicine)

3. Supervision of construction works - 1 CCHN (D.87 Law Construction)

4. Construction survey - 1 CCHN; (D.49 Construction Law)

5. Construction design - 1 CCHN; (D.56 Construction Law)

6. Pharmaceutical practice - 1 CCHN; (Đ.14 Decree No. 79/2006/ND-CP dated 9/8/2006 of the Government)

7. Real estate brokerage services - 1 CCHN (d.8 Law KDBDS)

8. Real estate valuation services - 2 CCHN (d.8 Law KDBDS);

9. Real Estate Exchange Service - 2 CCHN Real Estate (if real estate valuation services, there must be two CCHN Real Estate Appraisers) (d.8 Law KDBDS)

10. Production, processing, bottling, packaging and trading of plant protection drugs - 1 CCHN; (Decision 91/2002/QD-BNN dated 11/10/2002 of the Minister of Agriculture and Rural Development)

11. Tax procedure-related service - 2CCHN; (Article 20 of the Law on Tax Administration)

12. Design service vehicles - 1 CCHN (Decision 38/2005/QD-BGTVT).

13. Fumigation activities - 1 CCHN (D.3 the Decision 89/2007/QD-BNN dated 1/11/2007 of the Ministry of Agriculture and Rural Development)

14. Industrial property representation service - 1 CCHN (in case of authorization) (D.154 Intellectual Property Law)

It is mandatory that password of user account is at least 8 characters long and contains at least 1 numeric character and 1 special characters from this set: ‘~!#$%&*()_+=-<>?/”’:;{}[]|\).

Note: “@” is not regarded as a special character.

Question: What will happen if a user types in incorrect passwords?

Answer:

After 4 attempts of logging in with an invalid password, user account will be locked. To unlock the account, user has to contact the system administrator for support. Then the System will automatically send an email to user’s email address for password reset. User needs to click the link in the email to be redirected to the password reset site. After that, new password can be used to log in the system.

Question: Can I create more than 1 account on the Portal with only one email account?

Answer:

One email account can be used to create only one user account on the Portal.

Question: When user requests to change information on Personal Identification Document filed in his account, can the information be updated immediately?

Answer:

When user request to change information on Personal Identification Document filed in his account, this request will be sent to the system administrator for confirmation. After being confirmed, information will be updated in the system.

Question: When a user changes his email address, will he receive any confirmation email in his new email address?

Answer: Yes, the system will send an automatic confirmation email to user’s new email address, including verification link. User is required to click the link to complete the process.

Question: How many CA certificates can user add to one user account?

Answer:

There is no limit on the number of CA certificates to be added to a user account. User can add as well as remove CA certificate from his account by himself.

Question: How many Business Registration Accounts (BR accounts) can an individual register?

Answer:

There is only one BR account to be added to each user account (user can only request for approval to add BR account to user account).

• Question: Why cannot a user log in to online registration system with registered account?
• Answer:
• User cannot log in to Online Registration system in the following cases:
• - Account registration in progress: Newly created account has not been activated;
• - Locked account: accounts have been locked after 4 login attempts with wrong passwords.

Question: When user wants to change password, does the system send an email with confirmation link as in the case of locked account?

Answer:

The system does not send any confirmation email in case user changes his password. User can set new password and then log in with new password without the step of confirmation.

Question: Can I use CA certificate to log in online registration system on National Business Registration Portal?

Answer:

It is possible for user to use CA certificate to log in the Portal when the CA certificate added to user account is valid and supports user authentification.

Question: What are requirements for activation of BR account?

Answer:

1. Request for BR account sent via National Business Registration System will be confirmed when all the requirements below are fulfilled:

a. Mandatory information is filled accurately and completely;

b. Attached personal ID is valid;

c. Each user registers for only one BR account.

2. BR account request meets the requirements of completeness and accuracy only when user fills in all mandatory fields in compliance to information displayed on attached digital Personal Identification Document.

Mandatory information to be entered includes: Full Name; Gender; Date of Birth, Nationality; Ethnic Group; Contact Address; Residence Address; Email Address; Telephone number; Type of Personal Identification Document; Identification Document number; Date of Issuance; Place of Issuance.

3. Personal Identification Document used for BR account registration includes:

a) Valid Identification card;

b) Valid Vietnamese passport;

c) Valid foreign passport.

4. Valid digital personal identification document means digital identification document created from scanning or photographing original identification document, in which information must be displayed clearly, accurately and completely as in the original document without any signs of being clipped, blurred or any information lost.

Question: How long does it take for BR account request to be processed?

Answer:

Duration for processing BR account request is 02 working days from the date user sends valid information.

1. For registering business lines

Business lines on the Business Registration Certificate are recorded based on the business lines listed in the Business Registrtion Form.

With the conditional business lines, enterprises have the right to conduct business in each conditional business activity as soon as all the conditions are met in accordance with legal regulations. State management of conditional business activities and compliance of business conditions thereof are within the authority of competent agencies according to sector-specific legal regulations.

2. For recording business lines on the Business Registrtion Form and Business Registration Certificate

a. The listing of business activities in business registration is implemented as stipulated in Article 7 Decree No. 43/2010/ND-CP dated 15 April, 2010 of the Government on business registration, Article 1 Decree No. 05/2013/ND-CP dated 9 January, 2013 of the government amending some regulations on administrative procedures stipulated in Decree No. 43/2010/ND-CP, Decision No. 10/2007/QD-TTg dated 23 January 2007 of the Prime Minister promulgating the Vietnam’s System Industrial Classification and Decision No. 337/2007/QĐ-BKH dated 10 April 2007 of the Minister of Planning and Investment promulgating the regulation of the content of the VSIC.

b. When registering for new enterprise, amendment of business registration information or conversion to Business Registration Certificate, enterprise founder or enterprise must choose and write down the 4 digit-code business activity in VSIC in the Business Registration Form, Notice of amendment of business registration or Letter of request for converting to new format of Business Registration Certificate.

c. In case that enterprise has the demand for registering more detailed business activity than the 4 digit-code business activity, enterprise has to choose one 4 digit-code business activity in VSIC and write down the detailed business activity below the chosen 4 digit-code business activity provided that the detailed business activity is in accordance with the chosen 4 digit-code business activity. In this case, enterprise is allowed to do business in the scope of the detailed business activity.

Question: Mr./Ms. A,B and C have agreed to jointly contribute capital to establish Happiness limited liability company with bicycle manufacturing business and chartered capital of VND 5 billions. Mr. A contributes 2 billions in cash, Mr. B contributes 1 billion in cash and Ms. C contributes 2 billions in value of land use rights. Is Ms. C’s capital contribution legal? If Ms. C is legally allowed to contribute in the form of the value of land use rights, is she required to transfer the land use rights to Happiness Limited Liability Company?

Answer: According to the regulation in Clause 4, Article 4 of the Law on Enterprises, capital contribution means the transfer of assets into a company so as to become the owner or a joint owner of the company. Capital contribution may be in the form of Vietnamese currency, freely convertible foreign currency, gold, value of land use rights, value of intellectual property rights, technology, technical know-how, or other assets recorded in the charter of the company as being contributed by the members to form the capital of the company

Based on the regulation above, capital contribution in the form of the value of land use rights to participate in the establishment of the company is in accordance with the law.

Point a, Clause 1, Article 29 of the Law on Enterprises regulates that in respect of registered assets or value of land use rights, the person contributing capital must transfer the ownership of such assets or the value of land use rights to the company by completing the procedures at the competent authority.

Registration fees shall not be payable in respect of transfer of ownership of assets contributed as capital.

Question: A number of my friends and I intend to contribute capital to establish a joint stock company. However, we are having difficulties in naming the company. How do we name our company in accordance with current legal provisions?

Answer: For naming the enterprise, Clause 1, Article 13 Decree No. 43/2010/ND-CP dated 15/4/2010 of the Government on enterprise registration regulates that:

“1. An enterprise name must be recordable using letters in the Vietnamese alphabet, with possible inclusion of the letters F, J, Z, W, numbers and signs; the name must be pronounceable and include these two elements:

a. Legal form, including: limited liability company, in which the phrase limited liability can be abbreviated to ‘LLC’; joint stock company, which can be abbreviated to ‘JSC’; partnership; sole proprietorship.

b. Given name of the enterprise.”

The naming of enterprise has to follow the regulations on prohibitions on enterprise names in Article 14 Decree No. 43/2010/ND-CP. Accordingly, an enterprise is not allowed to have a misleading name or an identical name to that of another enterprise nationwide. Since 1 January 2011, this provision does not apply for enterprises which have had their Business Registration Certificates revoked. Names of state bodies, armed forces and of political and civil organizations cannot be used to form part or  the entirety of an enterprise name, unless with permission of the agency/organization; Words and signs contradicting historical and cultural traditions, morals, Vietnamese customs and names of Great People cannot be used to form enterprise name.

Before registering an enterprise name, the enterprise should review enterprise names currently in use stored in the National Business Registration Database.

 Clause 3, Article 14 Decree No. 43/2010/ND-CP regulates that: “Business Registration Offices have the right to approve or reject a proposed enterprise name and the decision of Business Registration Offices is final.”

According to the regulation at Clause 4, Article 10 Decree No. 43/2010/ND-CP, one of the obligations and rights of Provincal BRO is giving instructions on order and procedures of business registration to enterprises and enterprise founders. Therefore, you can contact the Business Registration Office where the business is headquartered for detailed instructions.

Question: I would like to establish a Limited liability company with one member which is owned by me in Danang. Please tell me which documents I need to prepare and the fees required?

Answer: Business registration dossiers for limited liability companies with one member is regulated in Article 21 Decree No. 43/2010/ND-CP dated 15 April 2010 of the Government on business registration. Enterprise submits 01 dossier at Provincal Business Registration Office (BRO) to register.

For business registration fees, Clause 1 Article 32 Decree No. 43/2010/ND-CP regulates that: “Business registration fees shall be paid at the time of submission of the business registration dossier. Business registration fee can be paid directly or transferred to the bank account of Business Registration Office. The business registration fee is non-refundable even in the case of non-issuance of the Business Registration Certificate”.

Specific business registration fees are regulated in Circular No. 176/2012/TT-BTC dated 23 October 2012 of the Ministry of Finance on amount, collection, payment, management and use of fees for business registration, household business registration and fees for providing business registration information and Circular No. 106/2013/TT-BTC amending and supplementing Circular No. 176/2012/TT-BTC. Based on that, the issuance fee of new Business Registration Certificate is VND 200,000/01 time.

According to the regulation in Clause 4, Article 10 Decree No. 43/2010/ND-CP, one of the responsibilities and authorites of Provincal BRO is giving instructions on order and procedures of business registration to enterprises and enterprise founders. Therefore, you can contact to the Business Registration Office where the business is headquartered for specific instruction.

Question:

Currently, I am owner of a household business that uses 10 employees. In the next time, due to requirement of expanding production activities and business, I plan to hire 5 more employees. Do I need to switch to form of enterprise?

Answer:

Clause 1. Article 49 of the Decree No. 43/2010/NĐ-CP dated 15/04/2010 of the Government on business registration regulates: “1. Household business established by an individual who is a Vietnamese citizen or a group of individuals or a household can only register business at one location, cannot have more than ten employees, cannot have a stamp and shall be liable by all assets to the business activities.”

Clause 3. Article 49 of the Decree No. 43/2010/NĐ-CP regulates: “Household business which regularly uses more than 10 employees or more than one business location must register to operate under the enterprise model.”

Therefore, based on the provisions mentioned above, household business that uses 10 employees must switch to enterprise form in case of hiring more employees.

Question:

Currently, I am owner of a private enterprise. So, do I have the right to form another limited liability company with two or more members?

Answer:

According to the regulations in Clause 2. Article 12 of the Decree No. 102/2010/NĐ-CP dated 01/10/2010 of the Government detailing a number of articles of the Law on Enterprise, an individual owning a private enterprise may establish or participate in the establishment of a limited liability company with two or more members.

Question:

I am chairman of the Members Council of a limited liability company with two or more members. So, may I act as director general of another shareholding company?

Answer:

Clause 4. Article 15 of the Decree No. 102/2010/NĐ-CP dated 01/10/2010 of the Government detailing a number of articles of the Law on Enterprise regulates: “Unless otherwise provided for by the company charter, the chairman of the Members' Council, the president, the chairman of the Board of Directors or the director (director general) of a company may concurrently act as the chairman of the Members Council, the president, the chairman of the Board of Directors or the director (director general) (except director (director general) of a joint-stock company) of another company under Clause 2. Article 116 of the Enterprise Law.”

Therefore, based on the provisions mentioned above, the chairman of the Members Council of a limited liability company with two or more members may concurrently act as director general of another shareholding company.

Question:

According to the regulations of the Enterprise Law 2005 and guiding documents, what is the legal capital, the charter capital of limited liability company and shareholding company?

Answer:

According to Clause 7. Article 4 of the Enterprise Law, legal capital means the minimum amount of capital required by law for the establishment of an enterprise.

According to Clause 6. Article 4 of the Enterprise Law, charter capital means the amount of capital contributed by members, shareholders or pledged to contribute during certain period and is recorded in the company’s charter.

Article 6 of the Decree No 102/2010/NĐ-CP dated 01/10/2010 of the Government detailing a number of articles of the Law on Enterprise regulates:

“1. Charter capital of a limited liability company with two or more members is the total value of capital portions already contributed or to be contributed within a proscribed time limit by its members according to their commitments and staled in the company charter.

2. Charter capital of a one-member limited liability company is the total value of the capital amount already contributed or to be contributed within a prescribed lime limit by its owner and slated in the company charter.

3. The time limit for a member or the owner of a company to fully contribute a committed capital amount to the charier capital defined in Clauses 1 and 2 of this Article is 36 months after the grant of an enterprise registration certificate or a certificate of registration of member addition or change.

4. Charter capital of a joint-stock company is the total par value of issued shares. Issued shares are those fully paid for by shareholders to the company. By the time of business registration for enterprise establishment, the charter capital of a joint-stock company is the total par value of shares registered to be purchased by founding shareholders and oilier common shareholders and slated in the company charter. These shares must be fully paid for within 90 days after the grant of an enterprise registration certificate.

5. Shares issuable by a joint-stock company are those decided by the Shareholders General Meeting to be issued to raise more capital. The number of shares issuable by a joint-stock company by the time of business registration is the total number of shares registered to be purchased by founding shareholders and other common shareholders by the time of business registration and shares to be issued within 3 years alter the grant of an enterprise registration certificate and slated in the company charter.”

Question:

I have a partner, which is a New Zealand company (not yet established in Vietnam) wants to cooperate to establish a new company in Vietnam, is it allowed? Could you show the legal basis for me? Thank you!

Answer:

According to Clause 2. Article 21 of the Investment Law 2005, one of the forms of direct investment in Vietnam is to establish joint venture economic organizations between domestic and foreign investors.

According to Article 8 of the Decree No 108/2006/NĐ-CP dated 22/9/2006 of the Government detailing and guiding the implementation of a number of articles of the Invesment Law, foreign investors may enter into joint ventures with domestic investors to establish limited liability companies with two or more members, joint-stock companies or partnerships under the provisions of the Enterprise Law and relevant laws. An enterprise investing in the form of a joint venture shall have the legal person status under Vietnamese law, be established and operate from the date of grant of the investment certificate.

As stipulated at Clause 3, Article 28, Circular No. 01/2013/TT-BKHDT dated January 21st 2013 of Ministry of Planning and Investment on guidance of business registration, to ensure favorable and safe conditions for enterprise founder and enterprise when processing online business registration, based on practical and technical infrastructure conditions, the online business registration will be applied in a roadmap for different registration cases. The cases applicable for online business registration will be shown on the National Business Registration Portal.

Currently, the system only supports the following types of application:

- Dossier using CA certificate:

+New registration of enterprise/subordinate unit;

+Amendment registration of name of enterprise/subordinate;

+Amendment registration of head office address of enterprise/subordinate unit;

+Amendment registration of tax information of enterprise/subordinate unit.

- Dossier using BR account:

+New registration of enterprise/subordinate unit;

+All types of amendment registration (including registration for suspension; registration for termination of suspension; registration for dissolution).

Question: It is stipulated that in registration dossier, business activities need to be listed in 4th level according to Vietnamese standard industrial classification (VSIC). Where can I find guidance on listing business activities as stipulated?

Answer: Regulations on listing business activities in business registration are stipulated in the following documents: Article 7 of Decree No. 43/2010/ND-CP, Article 1 of Decree No. 05/2013/ND-CP, Article 4 of Circular No. 01/2013/TT-BKHDT dated January 21st 2013 of Ministry of Planning and Investment on guidance of business registration, Decision No. 10/2007/QD-TTg dated January 23rd 2007 of the Government on the issuance of Vietnam economic activity system and Decision No. 337/2007/QD-BKH dated April 10th 2007 of Planning and Investment Minister on the issuance of Regulations on Vietnam business activity system (for more details, refer to item “Legal Document” on National Business Registration Portal).

Question: How to conduct business registration online?

Answer:

- Legal regulations:Refer to stipulation at Article 2 and Chapter IV Circular No. 01/2013/TT-BKHDT dated January 21st 2013 of Ministry of Planning and Investment on guidance of business registration.

- Technical processing: Refer to Online Business Registration Manual on National Business Registration Portal.

Question: Can user use his user account to sign online registration dossier?

Answer:

If a CA certificate or BR account has already been added to user account, user account can be used for signing online registration dossier.

Question: When dossier status is “Submitted”, can user remove signature(s) from the dossier?

Answer:

It is impossible for user to remove signature(s) on the dossier at this step. User can only remove signature(s) on the dossier when dossier is in one of the following status: Prepared, Signing, Signed.

Question: In which stages of the online registration process does the system allow editing information of the dossier?

Answer:

When the dossier’s status is “Saved”, user can still edit information in his dossier.

Question: In case the dossier is in status of “Prepared”, “Signing”, “Signed”, “Paying”, “Paid”, “Submitting”, “Submitted”, what should user do to edit information of the dossier without preparing a new dossier?

Answer:

When the dossier is in one of the following status: “Prepared”, “Signing”, “Signed”, “Paying”, to edit information of dossier, user needs to click the button “Cancel signing” or “Cancel payment” in order for the dossier to return to the status “Saved”.

When the dossier is in one of the following status: “Paid”, “Submitting”, “Submitted”, it is impossible for user to switch the dossier back to the status “Saved” and edit information.

Question: If status of the dossier is “Saved”, is it possible for user to change submission type from using CA certificate to using BR account?

Answer:

No. When the dossier is in the status “Saved”, user cannot edit the following information of the dossier: submission type, registration type, enterprise type (if any), information of enterprise/subordinate unit, attachments.

Question: When is it possible for user to print Receipt slip for online registration dossier?

Answer:

User can print Receipt slip for his online registration dossier when processing status of the dossier is “Journalized”.

Question: Can user check status of his dossier after submitting it to Business Registration Office?

Answer:

User can check processing status of the dossier in the menu “Agenda”. Information is shown in the column “Basic status”.

Question: When can the dossier be signed?

Answer:

The dossier can be signed when its status is “Prepared” or “Signing” (in case the dossier is required to be signed by 2 or more persons).

Question: Is it possible for user who prepares the dossier to assign other person(s) to sign the dossier?

Answer:

It is possible for user who prepares the dossier to assign other person(s) to sign the dossier. User has to search signers by email in the data block “Signer”, and then add the person to the Signer list. The person who does not prepare the dossier but is assigned to sign the dossier will receive a notification email with a link to sign the dossier.

Note:

- Only after all assigned signers complete their signing the dossier will the dossier status be changed into “Signed”;

- User who prepares the dossier can add or remove assigned signers in Signer list;

- Only user who prepares the dossier can cancel signing.

Question: Is it possible to simultaneously create 02 amendment registration dossiers of one enterprise?

Answer:

Yes, there is no restriction on number of amendment dossier of one enterprise to be created at the same time.

Question: When user submits a supplementation dossier, will the system generate new Online Receipt slip?

Answer:

Yes, when supplementation dossier is successfully submitted, a new Receipt slip is displayed automatically. User can download this new Receipt Slip.

Question:

How does electronic payment for online business registration work?

Answer: Currently, the National Business Registration Portal has a category called "Guide to electronic payments", which guides the procedure of electronic payment for services on the National Business Registration Portal.

Enterprises and enterprise founders can refer to the abovementioned category at the following address:

http://dangkykinhdoanh.gov.vn/HelpAndSupport/tabid/93/CategoryID/210/language/vi-VN/Default.aspx

Question: What is the regulation on online business registration fees?

Answer: The amount of online business registration fees are regulated in Circular No. 176/2012/TT-BTC dated 23/20/2012 of the Ministry of Finance on amount, collection, payment, management and use of fees for business registration, household business registration and fees for providing business registration information as follows:

- New issuance and amendment of contents of Business Registration Certificate: VND 200,000/01 time

- Re-issuance of business registration certificate due to lost, burned, torn or destroyed: VND 100,000/01 time

- New issuance, re-issuance, and amendment of Registration of branches, representative offices, business location: VND 100,000/01 time

Note: According to Clause 3 Article 32 Circular No. 01/2013/TT-BKHĐT, Business registration fee, fee for providing business registration information and fee for announcement of business registration excludes service fee for electronic transaction.

Question: In the case of registering electronically with business registration account and the paper dossier that is submitted to the business registration agency is different with the electronically dossier, did I have to inform business registration agency?

Answer: According to Clause 8 Article 31 Circular No. 01/2013/TT-BKHĐT: Applicant must take responsibilities for the completeness and accuracy of the paper-based dossier compared to the online business registration dossier. If the paper-based dossier was not accurate compared to the dossier submitted online and the applicant did not inform the Business Registration Office at submission time, the dossier is considered forged and will be processed in accordance with the regulation in Article 60, Decree No. 43/2010/ND-CP.

Question:

According to the regulations, business lines that my enterprise tends to register requires practice certificate and certification of legal capital. When registering online, do we need to scan originals of the above documents or just need a notarized copy?

Answer:

According to the regulations in Decree No. 43/2010/NĐ-CP dated 15/4/2010 of the Government on business registration, the enterprise operating in the business line under regulation of law must have legal capital or practising certificate, the business registration dossier must include documents certifying legal capital by the  competent agencies, organizations or a valid copy of practising certificate of one or several individuals.

Clause 2. Article 1 of the Decree No. 05/2013/NĐ-CP dated 09/01/2013 of the Government amending, supplementing some articles in the regulations on administrative procedures stated in the Decree No. 43/2010/NĐ-CP regulates: “Valid copy of the documents in the business registration dossier is the document verified or certified accurately by the competent agencies, organizations.”

According to Article 29 of the Circular No. 01/2013/TT-BKHĐT dated 21/01/2013 of Ministry of Planning and Investment guiding business registration, one of the requirements for a valid electronic business registration dossier is that the dossier must have full documents as regulated like paper-based dossier and be converted to electronic documents.

So, enterprise which operates in the business lines under law must have certification of legal capital and practice certificate, business registration dossier must include electronic version of certification of legal capital, and a valid copy of practice certificate.

Question:

I submitted an online business registration dossier on National Business Registration Portal. During the period of issuance business registration certificate, can my enterprise start the business?

Answer:

Clause 3. Article 29 of the Decree No. 43/2010/NĐ-CP dated 15/4/2010 of the Government on business registration regulates: “As of the date being issued with the Business Registration Certificate, the enterprise can commence its business activities, unless engaged in conditional business activities.”

According to Clause 2. Article 11 of the Enterprise Law 2005, one of the prohibited acts for enterprises is to conduct business in the form of an enterprise without carrying out business registration, or to continue to conduct business after the business registration certificate has been revoked.

Therefore, running the business before issued Business Registration Certificate  is not suitable with the above provisions.

Dossiers, order and procedures for registration for change of founding shareholder of shareholding company are regulated in Article 41, Decree No. 43/2010/ND-CP dated 15 April 2010 of the Government on business registration and Article 20 Circular No. 01/2013/TT-BKHĐT dated 21 January 2013 of the Ministry of Planning and Investment on business registration.

According to Clause 3 Article 20 Circular No. 01/2013/TT-BKHĐT, registration for change of founding shareholder in the Business Registration Certificate is only implemented within 3 years after the shareholding company is granted Business Registration Certificate. After this duration, Business Registration Office will not perform the registration for change of founding shareholder for the shareholding company. Change of shareholder information will be recorded in shareholding registration book of the company.

Question: Currently, our company has one branch in Hanoi. We would like to move this branch to Ho Chi Minh City.  Our questions are:

- How do we prepare the dossiers?

- Where can we register for change of business registration?

Answer: According to Clause 2 Article 47, Decree No. 43/2010/ND-CP dated 15 April 2010 of the Government on enterprise registration, in case of moving branch, representative office to other provinces/cities directly under the Central Government, enterprise has to send Notice to the provincial Business Registration Office where branch, representative office is intended to relocate and to the provincial Business Registration Office where branch, representative office was registered. Business Registration Office where enterprise relocates will receive the Notice and issue Operation Registration Certificate to enterprise.

The template for Notice of changing the content of operation registration of branches is regulated in Appendix II-10 promulgated with Circular No. 01/2013/TT-BKHĐT dated 21 January 2013 of Ministry of Planning and investment on business registration.

Question: Currently, our company is headquartered in District 1, Ho Chi Minh City. Now our company would like to move our headquarters to District 2, Ho Chi Minh City. Our questions are:

- How do we prepare the dossiers?

- Where can we register for change of business registration?

Answer: According to Clause 1 Article 35, Decree No. 43/2010/ND-CP dated 15 April 2010 of the Government on enterprise registration, before changing the address of headquarter, enterprise has to register with tax agency related to the change of address of headquarter in accordance with law on taxation.

At the same time, according to Clause 2 Article 35, Decree No. 43/2010/ND-CP, to change the address of its headquarter within the centrally administered province or city where the enterprise registered, the enterprise has to submit a Notice to the Business Registration Office where it registered its business.  The Notice shall include:

a. The enterprise name, enterprise code; tax code or Business Registration Certificate No. (if not having enterprise code and tax code);

b. The new address of the headquarter;

c. Name and signature of the legal representative.

The Notice shall be enclosed with the written decision and copy of the minute of the Member Council’s meeting in case of limited liability companies with two or more members, minute of General Shareholder’s meeting in case of shareholding companies, of partnership members in case of partnership companies; decisions of the company owner in case of one member limited liability companies. Changes in the Company Charter must be noted down clearly in the decision and the meeting minute.

Upon receipt of the Notice, the Business Registration Office shall issue the Receipt Slip and register for the change of address of the head office.

Question: Currently, our company is operating at its headquarters in Hanoi. Our company would like to move the address of our headquarter to Ho Chi Minh City. Our questions are:

- How do we prepare the dossiers?

- Where can we register for change of business registration?

Answer: According to Clause 1 Article 35, Decree No. 43/2010/ND-CP dated 15 April 2010 of the Government on enterprise registration, before changing the address of head office, enterprise has to register with tax agency related to the change of address of head office in accordance with law on taxation.

At the same time, according to Clause 3 Article 35, Decree No. 43/2010/ND-CP, to relocate its headquarter outside the province or centrally administered city where the enterprise registered, the enterprise has to submit a Notice to the Business Registration Office where it intends to locate its business. The Notice shall include:

a. The enterprise name, enterprise code; tax code or Business Registration Certificate No. (if not having enterprise code and tax code);

b. The new address of the head office;

c. Name, personal ID card No. or Passport No. or other legal personal identification papers stipulated in Article 24 of this Decree, resident address and signature of the legal representative.

The Notice must be enclosed with amended Company Charter and list of members in case of limited liability companies with two or more members, list of authorized representatives in case of limited liability companies with one member that are organized as stipulated in Clause 3 Article 67 of the Enterprise Law, list of founding shareholders in case of shareholding companies, list of partnership members in case of partnership companies; written decision and copy of minute of the Member Council’s meeting in case of limited liability companies with two or more members, of General Shareholder meeting in case of shareholding companies, of partnership members in case of partnership companies; decisions of the company owner in case of one member limited liability company.

Upon receipt of the Notice, Business Registration Office where enterprise intends to relocate shall issue the Receipt Slip, register for the change of address of the head office and re-issue the Business Registration Certificate.

Within five working days after the date of re-issuance of Business Registration Certificate, the Business Registration Office where the enterprise locates its new headquarter has to send a copy of the new Business Registration Certificate to the Business Registration Office where the enterprise previously registered its business. 

Question:

          Our company operates in the form of limited liability company with two or more members. Currently, our company is doing the procedures for receiving new member. I would like to ask:

-                      How is the dossier we need to prepare?

-                      Where do we do the procedures?

Sincerely thank you!

Answer:

According to Clause 1. Article 42 of the Decree No. 43/2010/NĐ-CP dated 15/4/2010 of the Government on business registration, in case of receiving new member, the enterprise has to submit a Notice to the Business Registration Office where it registered its business.

Notice template regulated at Annex II-1 is issued with the Circular No. 01/2013/TT-BKHĐT dated 21/01/2013 of the Ministry of Planning and Investment guiding business registration.

          The Notice must be enclosed with written decision, copy of the minute of the Member Council’s meeting on the acceptance of the new member and a letter confirming the capital contribution of the new member to the company; copy of founding decision, valid copy of one of legal personal identification papers as regulated in Article 24 of authorized representative and equivalent authorization decision in case new member is organization or valid copy of personal ID card or passport or other legal personal identification papers as regulated in Article 24 of this Decree in case new member is individual. Changes in the Company Charter must be noted down clearly in the decision and the meeting minute of the Member Council.

Upon receipt of the Notice, Business Registration Office will issue Receipt Slip and register for the change of member, and for increment in charter capital.

Question:

          Our company operates in the form of limited liability company with two and more members. Currently, our company is doing the procedures for changing member due to a transfer of capital contribution. I would like to ask:

-                      How is the dossier we need to prepare?

-                      Where do we do the procedures?

Sincerely thank you!

Answer:

According to Clause 1. Article 42 of the Decree No. 43/2010/NĐ-CP dated 15/4/2010 of the Government on business registration, in case of a change of member due to a transfer of capital contribution, the enterprise has to submit a Notice to the Business Registration Office where it registered its business.

Notice template regulated at Annex II-1 is issued with the Circular No. 01/2013/TT-BKHĐT dated 21/01/2013 of the Ministry of Planning and Investment guiding business registration.

          The Notice must be enclosed with the transfer contract and the documents that confirm the fulfillment of the transfer with the certification of the company; valid copy of founding decision, valid copy of one of legal personal identification papers as regulated in Article 24 of authorized representative and equivalent authorization decision in case member is organization or valid copy of personal ID card or passport or other legal personal identification papers as regulated in Article 24 of this Decree in case new member is individual.

Upon receipt of the Notice, Business Registration Office will issue the Receipt Slip and register for the change of member of the company.

Question:

          Currently, our company operates in the form of limited liability company with one member. Now I need to transfer all of the company’s charter capital to my partner. I would like to ask:

-                      How is the dossier I need to prepare?

-                      Where do I do the procedures?

Sincerely thank you!

Answer:

According to Article 43 of the Decree No. 43/2010/NĐ-CP dated 15/4/2010 of the Government on business registration, in case the owner of the company transfers all his/her charter capital to another individual or organization, the individual who receives the transfer have to register for the change of owner of the company. The dossier shall include:

1. Notice for the change in the content of business registration which is signed by the old owner or the legal representative of the old owner and the new owner or the legal representative of the new owner.

2. Valid copy of one of other legal personal identification papers as regulated in Article 24 of this Decree of individual who receives the transfer in case of individual or valid copy of Business Registration Certificate or founding decision in case of organization, valid copy of one of other legal personal identification papers as regulated in Article 24 of this Decree of the legal representative.

3. Amended, supplemented Company Charter.

4. Transfer contract and other papers confirming the fulfilment of capital transfer.

Upon receipt of the dossier, Business Registration Offices will issue Receipt Slip and register for the change of owner of the company.

Question:

          Currently, our company needs to supplement the lines of business for the company’s branches. I would like to ask:

-                      How is the dossier I need to prepare?

-                      Where do I do the procedures?

Sincerely thank you!

Answer:

According to Clause 2 Article 37 of the Enterprise Law, a branch is a dependent unit of the enterprise, having the task of performing all or a number of the functions of the enterprise, including the function of an authorized representative. The lines of business of the branch must conform with the lines of business of the enterprise.

According to Clause 1 Article 47 of the Decree No. 43/2010/NĐ-CP dated 15/4/2010 of the Government on business registration, when enterprises register for the change in the content of operation registration of branches; enterprises have to send a Notice to the provincial Business Registration Offices where its branch is located for the change of Operation Registration Certificate.

The Notice template of change in the content of operation registration of branches is regulated at Annex II-10 issued with the Circular No. 01/2013/TT-BKHĐT dated 21/01/2013 of Ministry of Planning and Investment guiding business registration.

Question:

          Our company which is established under the Enterprise Law currently operates in the form of limited liability Company with two or more members. So far, there are changes and we want to switch into the form of limited liability company with one member and rename the company.

I would like to ask whether the amendment of form and company name changes its tax code.

Answer:

The Article 8 of Decree No. 43/2010/NĐ-CP dated 15/4/2010 of the Government on business registration regulates:

“1. Each enterprise is assigned a unique enterprise code which serves as business registration code and tax code.

2. The enterprise code is unique in the sense that it will exist from registration with the Business Registration Office until discharge of the enterprise there from and shall not be used or re-used for any other enterprise. Tax code in case of sole proprietorship is governed by Law on Taxation.

3. The enterprise code is stored in the National Business Registration System and indicated in the Business Registration Certificate.

4. During the lifespan of an enterprise, the enterprise code is used for all kinds of tax declarations. This also applies to enterprises that perform a number of business activities or conduct business at different locations.”

Based on the provisions mentioned above, the change of the enterprise form and enterprise name does not modify enterprise code assigned.