THE MINISTRY OF PLANNING AND INVESTMENT | SOCIALIST REPUBLIC OF VIETNAM |
No. 01/2013/TT-BKHDT | Hanoi, January 21, 2013 |
CIRCULAR
GUIDANCE ON ENTERPRISE REGISTRATION
Pursuant to the Law on Enterprises dated November 29th 2005;
Pursuant to the Law on Tax administration dated November 29th 2006;
Pursuant to the Law on credit institutions dated June 16th 2010;
Pursuant to the Government’s Decree No. 43/2010/ND-CP dated April 15th 2010 onenterprise registration;
Pursuant to the Government’s Decree No. 43/2010/ND-CP dated April 15th 2010 onenterprise registration;
Pursuant to the Government’s Decree No. 102/2010/ND-CP dated October 01st 2010, specifying the implementation of a number of articles of the Law on Enterprises;
Pursuant to the Government’s Decree No. 26/2007/ND-CP dated February 15th 2007, specifying the implementation of the Law on Electronic transaction applicable to digital signatures and the authentication of digital signatures;
Pursuant to the Government’s Decree No. 116/2008/ND-CP dated November 14th 2008 on defining the functions, tasks, powers and organizational structure of the Ministry of Planning and Investment;
The Ministry of Planning and Investment issues a Circular guiding the enterprise registration as follows:
Chapter 1.
GENERAL REGULATIONS
Article 1. Scope of regulation and subjects of application
1. This Circular specify the contents of documentation, the order, procedure, and some issues related to the registration of enterprises and business households prescribed in:
a) The Law on Enterprises;
b) The Government’s Decree No. 43/2010/ND-CP dated April 15th 2010 on enterpriseregistration (hereinafter referred to as the Decree No. 43/2010/ND-CP);
c) The Government’s Decree No. 05/2013/ND-CP dated January 09th 2013, amending and supplementing a number of articles on administrative procedures of the Decree No.43/2010/ND-CP (hereinafter referred to as the Decree No. 05/2013/ND-CP);
c) The Government’s Decree No. 102/2010/ND-CP dated October 01st 2010, specifying the implementation of a number of articles of the Law on Enterprises (hereinafter referred to as the Decree No. 102/2010/ND-CP);
2. This Circular is applicable to the subjects prescribed in Article 2 of the Decree No. 43/2010/ND-CP.
Article 2. Interpretation of terms
In this Circular, the terms below are construed as follows:
1. “Enterprise registration dossier” is the dossier on the application for the establishment of a new enterprise, or for the modification of the enterprise registration contents.
2. “Identification papers” in the enterprise registration dossier are the papers prescribed in Article 24 of the Decree No. 43/2010/ND-CP.
3. “Copies” of papers in the enterprise registration dossier are the valid copies of papers as prescribed in Clause 2 Article 1 of the Decree No. 05/2013/ND-CP.
4. “Online enterprise registration” is the founder of the enterprise applying for the enterpriseregistration via the national enterprise registration website.
5. “Digital registration dossier” is an enterprise registration dossier which is submitted via the national enterprise registration website, including the papers similar to that of paper dossiers, and converted into digital documents. The digital registration dossier is as valid as a paper dossier.
6. “Electronic documents” are electronic data that are created or scanned from paper documents in the form of .pdf or .doc, and could accurately and completely express the contents of the paper documents.
7. “Digital signature: is a form of electronic signatures prescribed in Clause 4 Article 3 of the Government’s Decree No. 26/2007/ND-CP dated February 15th 2007, specifying the implementation of the Law on Electronic transaction applicable to digital signatures and the authentication of digital signatures;
8. “Business registration account” is an account created by the National EnterpriseRegistration Information System and provided for the applicant. The business registration account is used to verify the enterprise registration dossier online if the founder does not use public digital signatures.
9. “National Enterprise Registration Database” includes the information about the enterpriseregistration, the enterprise registration dossiers, the violations committed by enterprises when applying for enterprise registration, the approval or disapproval of the enterpriseregistration dossiers of Provincial Business Registration offices, the information about theenterprise registration history, the information about the reception of enterprise codes from the tax registration system, and other information necessary for supporting the enterpriseregistration at Provincial Business Registration offices.
10. “Information digitization” is the process of converting paper enterprise registration dossiers into electronic documents in the National Enterprise Registration Database.
11. “JSC” stand for Joint Stock Company; “LLC” stands for Limited Liability Company.
Article 3. Codes of enterprises, codes of branches, representative offices, business locations, and business household registration codes
1. Codes of enterprises, codes of branches, representative offices, and business locations:
a) The codes of enterprises, codes of branches, representative offices, and business locations are specified in Article 8 of the Decree No. 43/2010/ND-CP.
b) The enterprise code is also the tax code of the enterprise; the branch code is also the tax code of the branch; the representative office code is also the tax code of the representative office.
c) The code of a business location comprises 5 digits, and issued in succession from 00001 to 99999. This code is created by the tax authority, sent to a Provincial Business Registration office, and written in the Certificate of Enterprise registration (if the business location belongs to the enterprise), or in the Certificate of Branch registration (if the business location belongs to a branch). This code is not the tax code of the business location.
d) The process of creating and issuing the codes of enterprises, codes of branches, representative offices, and business locations are specified in Article 26 of the Decree No. 43/2010/ND-CP.
dd) When an enterprise or a affiliated unit of the enterprise has its tax code invalidated by reason of violating the laws on taxation, such enterprise or affiliated unit must not use the tax code in economic transactions from the date on which the tax authority announce the invalidation of the tax code.
e) For the branches and representative offices that have been established before this Circular takes effect, but have not been issued with codes as prescribed in Point a Clause 1 of this Article, the enterprises shall directly contact the tax authority for the issue of the 13-digit tax code, then follow the procedure for changing the registration contents at the Business Registration office as prescribed
2. The business household registration codes:
a) The district -level business registration office shall write the business household registration code on the Certificate of business household registration in accordance with the following format:
– The province code: 02 letters, according to the Annex VII-2 enclosed with this Circular;
– The district code: 01 letter, according to the Annex VII-2 enclosed with this Circular;
– The type code: 01 digit. 8 = business household;
– The ordinal number of the business households: 06 digits, from 000001 to 999999.
b) The codes of the districts, towns, and cities affiliated to the provinces and established before this Circular takes effect shall be inserted in the Vietnamese alphabetical order.
b) When districts, towns, and cities affiliated to provinces are split after this Circular takes effect, the code of the old units shall remain unchanged, and the code of the new units shall be inserted in the Vietnamese alphabetical order.
d) The Services of Planning and Investment shall notify the new codes of new districts to the Ministry of Planning and Investment in writing.
Article 4. Business lines
1. The business lines shall be written in accordance with Article 7 of the Decree No.43/2010/ND-CP Article 1 of the Decree No. 05/2013/ND-CP the Prime Minister’s Decision No. 10/2007/QD-TTg dated January 23rd 2007, providing the Vietnam’s economic system, and the Decision No. 337/2007/QD-BKH dated April 10th 2007 of the Minister of Planning and Investment, issuing the Regulation on the contents of the Vietnam’s economic system.
2. When applying for the enterprise registration, the modification of the enterpriseregistration contents, or the Certificate of Enterprise registration , the founder or theenterprise must select a business line in level 4 of the Vietnam’s economic system in order to write the business line in the application for enterprise registration, the notification of theenterprise registration modification, or the application for the Certificate of Enterpriseregistration.
3. When an enterprise wishes to register a business line which is more specific that level 4, it shall select a business line in level 4 of the Vietnam’s economic system, then specify its business line right below the business line in level 4. The specific business line must be conformable with the selected business line in level 4. In this case, the enterprise shall operate within the written business line.
4. The business lines prescribed in Clause 2 Article 3 Article 7 of the Decree No.43/2010/ND-CP must be written in accordance with Clause 3 of this Article; in particular the specific business line shall be written according to the business lines prescribed in specialized law documents.
5. When the Provincial Business Registration Office receives a written notice from a competent agency certifying that an enterprise conducts conditional businesses without satisfying the conditions prescribed by law, the Provincial Business Registration Office shall make a notification request the enterprise to stop conducting the conditional businesses according to the Annex V-5 enclosed with this Circular, and notify the competent State agencies for handling as prescribed by law.
Article 5. The validity of Certificates of Enterprise registration, Certificates of Branch registration, Certificates of Representative office registration in the form of electronic data.
1. The Certificates of Enterprise registration, Certificates of Branch registration, Certificates of Representative office registration in the form of electronic data in the National EnterpriseRegistration Database (Electronic Registration Certificate) are as valid as paper Certificates of Enterprise registration, Certificates of Branch registration, Certificates of Representative office registration issued by the Business Registration Offices to enterprises, branches, and representative offices.
2. If the Electronic Registration Certificate in the National Enterprise Registration Database is different from the paper Certificate of Enterprise registration, Certificate of Branch registration, or Certificate of Representative office registration, the valid Certificate is the Certificate of which the content is consistent with the enterprise registration dossier.
Article 6. Deadline for applying for the modification of the enterprise registration contents and the papers that substitute the Minute of meeting in the enterpriseregistration dossier
1. Enterprises shall apply for the modification of the enterprise registration contents within 10 working days from the date on which the enterprise issues a Decision or a Resolution on such modification, unless otherwise prescribed by law.
2. The owners of single-member limited liability companies, the Member assemblies of multi-member limited liability companies, the General assemblies of shareholders, or the Boards of Directors of joint-stock companies, or competent persons in enterprises are responsible for issuing written Decisions or Resolution on the modification of the enterpriseregistration contents within 10 working days from the date on which the enterprise decides to modify the enterprise registration contents, unless the Minute of meeting requires other deadline for making the Decision or Resolution.
3. When the Member assembly of a limited liability companies and the General assembly of shareholders of a joint-stock company pass the Decisions by seeking written opinions as prescribed in the Law on Enterprises, the Minute of meeting in the enterprise registration dossier prescribed in the Decree No. 43/2010/ND-CP and this Circular shall be replaced by the tally record made by the General assembly of shareholders of the joint-stock company, or the tally report made by the Member assembly of the limited liability company.
Article 7. Application for the Certificate of Enterprise registration
1. When an enterprise that has been issued with the Certificate of business registration, or with the Certificate of business registration and Inspectorate before the Decree No.43/2010/ND-CP takes effect, or with the Certificate of business registration by the management board of a economic zone, industrial park, or export processing zone, it is not required to apply for the Certificate of Enterprise registration, and shall be issued with the Certificate of Enterprise registration when applying for the modification of the enterpriseregistration contents.
2. When a enterprise wishes to replace its Certificate of business registration or Certificate of business registration and tax registration with a Certificate of Enterprise registration, but does not change the business registration and tax registration contents, it may submit a request for the replacement in accordance with the form in Annex II-13 enclosed with this Circular, enclosed with the original Certificate of business registration and tax registration certificate, or the Certificate of business registration and tax registration in order to be issued with the Certificate of Enterprise registration by the Business Registration Office within 02 working days.
Article 8. Reissuing the Certificates of Enterprise registration, Certificates of Branch registration, Certificates of Representative office registration
1. The Certificates of Enterprise registration, Certificates of Branch registration, Certificates of Representative office registration shall be issued in the cases prescribed in Article 58 of the Decree No. 43/2010/ND-CP.
The forms of the applications for the Certificate of Enterprise registration, Certificate of Branch registration, Certificate of Representative office registration are provided in Annex II-14 enclosed with this Circular.
2. When the Certificate of Enterprise registration is not issued in accordance with the order and procedure, the Business Registration Office shall send a notification requesting theenterprise to complete and submit the valid dossier within 30 days from the date on which the notification is sent in order to be reissued with the Certificate of Enterprise registration.
Article 9. Delegating the enterprise registration
When the founder or the enterprise delegates another organization or individual to submit the enterprise registration dossier and to follow the enterprise registration procedure, the Provincial Business Registration Office shall request the applicant to present his or her ID card, passport, or other identification papers, and the following documents:
1. The service contract between the founder, the enterprise, and the registration service provider, and the letter of introduction issued by the enterprise to the individual that submits the dossier and receives the result; or
2. The written delegation of the application submission and result reception as prescribed by law.
Article 10. The documentation, order, and procedure applicable to credit institutions
The documentation, order, and procedure applicable to credit institutions, their affiliated units, their business location are corresponding to the types of enterprises prescribed in the Decree No. 43/2010/ND-CP and this Circular. The dossier must be enclosed with the License for establishment and operation issued by the State bank of Vietnam.
Article 11. Receiving and processing the dossiers on enterprise registration, affiliated unit registration, and business location registration
1. The Provincial Business Registration Office where the head office of the enterprise is situated shall receive and process the enterprise registration dossier.
2. The Business Registration Offices of the provinces where the branches, representative office, and business location of the enterprise are situated shall receive and process the dossiers on the registration of affiliated units and business locations.
3. When receiving the applications, the Business Registration Office shall give the Note of dossier reception to the enterprise.
4. The Business Registration Office shall process the applications and issue the Certificate of Enterprise registration, Certificate of Branch registration, or Certificate of Representative office registration within 05 working days from the date on which the valid application is received.
Article 12. Issuing the enterprise registration certificate according to backup processes
1. The backup process of enterprise registration certificate issuance is the process ofenterprise registration certificate issuance without using the national enterprise registration information system.
2. The cooperation in settling the procedure for enterprise registration certificate issuance between the Provincial Business Registration Office and the tax authority in this case shall follow the process of paper documentation circulation.
3. Depending on the period of repairing or upgrading the National Enterprise Registration Information System, except for force majeure, the Department of Business Registration Management affiliated to the Ministry of Planning and Investment shall inform the estimated time for the Provincial Business Registration Offices to issue the enterprise registration certificates according to backup processes.
4. Within 15 working days from the ending day of the enterprise registration certificate issuance according to backup processes, the Provincial Business Registration Offices must convert and enter the data in the National Enterprise Registration Database.
Chapter 2.
REGISTERING THE NAMES OF ENTERPRISES, BRANCHES, REPRESENTATIVE OFFICES, BUSINESS LOCATIONS
Article 13. Names of enterprises, branches, representative offices, business locations
1. The alphabet used for naming enterprises prescribed in Clause 1 Article 13 of the Decree No. 43/2010/ND-CP is provided in Annex VII-1 enclosed with this Circular. This alphabet is also used to name branches, representative offices, and business locations of enterprises.
2. The name of an enterprise includes two components in the following order:
a) The first component: type of the enterprise;
b) The second component: proper name of the enterprise.
3. The name of an enterprise in foreign languages must not coincide with a registered foreign name of another enterprise. The abbreviated name of an enterprise must not coincide with a registered abbreviated name of another enterprise.
4. Apart from the Vietnamese names, the branches and representative offices of anenterprise may register their foreign names and abbreviated names.
5. The proper name of a branch, representative office, or business location of an enterprisemust not include the word “company” or “enterprise”.
Article 14. Resolving disputes over enterprise names
1. The enterprises that share the same or similar names shall negotiate with one another to change them. An enterprise may add a geographical name to differentiate its name. Anenterprise may only use the name of the geographical name of the place where its head office is situated. The addition of the geographical name to the enterprise name as a distinguishing factor must not violate the laws on intellectual property.
When enterprises fail to negotiate for changing names or adding geographical names as distinguishing factors, the identical or similar names that cause confusion shall be handled in accordance with the laws on intellectual property.
2. When a Provincial Business Registration Office discovers that an enterprise in another province or city has the same name with an enterprise that has been issued with the registration certificate in their locality, the Business Registration Office shall discuss with the Provincial Business Registration Office that issued the Certificate of business registration to the enterprise that has the same name for the purpose of requesting suchenterprise to register the change of its name as prescribed in Clause 1 of this Article.
3. The disputes over identical or confusing names during the enterprise registration certificate issuance according to backup processes prescribed in this Circular shall be settled in accordance with the laws on intellectual property.
Chapter 3.
DOCUMENTATION, ORDER, AND PROCEDURE FOR THE REGISTRATON OF ENTERPRISES, AFFILIATED UNITS, AND BUSINESS LOCATIONS
Article 15. The forms in the dossiers on the registration of an enterprise, its affiliated unit, and business locations
1. The forms of applications for enterprise registration, the list of members, founding shareholders, and delegated representatives are provided in Annex I enclosed with this Circular.
2. The notifications and other documents published by enterprises shall comply with the forms provided in Annex II enclosed with this Circular.
Article 16. The paper forms provided by Business Registration Offices
1. The forms of the Certificate of Enterprise registration, Certificate of Branch registration, Certificate of Representative office registration are provided in Annex IV enclosed with this Circular.
2. The notices of the amendment and supplementation of the enterprise registration dossier, the notice of the violations committed by enterprise when revoking the Certificate ofEnterprise registration, and other notices issued by the Business Registration Offices are provided in Annex V enclosed with this Circular.
3. The written certifications of the application for the suspension of the business, branches, the representative offices are provided in Annex V-6 and V-7 enclosed with this Circular.
4. The reception note is provided in Annex V-15 and V-16 enclosed with this Circular;
5. The Decision to revoke the Certificate of Enterprise registration, and the Decision to invalidate the Certificate of Enterprise registration are provided in Annex V-9, V-10 enclosed with this Circular.
Article 17. The application for the replacement of the legal representative of limited liability companies or joint-stock companies
1. The application for the replacement of the legal representative of a limited liability company or joint-stock company includes:
a) The notice of the replacement of the legal representative;
b) The copies of the ID papers of the alternative legal representative;
c) The Decision of the owner of a single-member company, the written Decision and the Minute of meeting of the Member assembly of a multi-member limited liability company, on the replacement of the legal representative;
The written Decision and the copy of the Minute of meeting of the General assembly of shareholders of the joint-stock company about the replacement of the legal representative when such replacement changes the company’s charter, or the company’s charter requires that the President of the Board of Directors is the legal representative, and the President of the Board of Directors is voted by the General assembly of shareholders;
The written Decision and the copy of the Minute of meeting of the General assembly of shareholders of the joint-stock company if the replacement of the legal representative does not change the company’s charter apart from the full name and signature of the legal representative of the construction as prescribed in Clause 15 Article 22 of the Law onEnterprises.
2. One of the following individuals shall sign the notice of the legal representative replacement:
a) The owner of the single-member limited liability company if the owner is an individual..
b) The President of the Member assembly or the President if the owner of the single-member limited liability company is an organization.
c) The President of the Member assembly or a multi-member limited liability. If the President of the Member assembly is the legal representative, the President of the Member assembly elected by the Member assembly shall sign the notice.
d) The President of the Board of Directors of the joint-stock company. If the President of the Board of Directors is the legal representative, the President of the Board of Directors elected by the General assembly of shareholders or the Board of Directors shall sign the notice.
Article 18. The application for the replacement of the owner of a single-member limited liability company by reason of inheritance
1. When the owner of a single-member limited liability company is replaced by reason of inheritance, the owner shall apply for the replacement of the company owner. The application includes:
a) The notice of the replacement of the owner of the single-member limited liability company signed by the legal representative or the new owner;
b) The revised charter of the company signed by the new owner or his/her legal representative;
c) The copies of identification papers of the new owner;
d) The copy of the Death certificate of the former owner;
dd) The written certification of the lawful right to inheritance of the inheritor.
2. When more than one person or more than one organization inherit part of the capital of the single-member limited liability company, the company shall be converted into a multiple-member limited liability company The application for the conversion includes:
a) The application for the enterprise registration;
b) The charter of the converted company signed by all inheritors;
c) The list of members;
d) The copies of the identification papers of the members if the members are individuals; the copies of the Certificate of Enterprise registration or other equivalent papers if the members are organizations;
dd) The copy of the Death certificate of the former owner;
e) The written certification of the lawful right to inheritance of the inheritors.
Article 19. Registering the replacement of the owner of a single-member limited liability company when the whole capital contribution is donated
The application for the replacement of the owner of a single-member limited liability companies when the whole capital contribution is donated is similar to the transfer of capital contribution prescribed in Article 43 of the Decree No. 43/2010/ND-CP In the application for the modification of the enterprise registration contents the contract to donate the capital contribution shall replace the transfer contract and the papers proving the completion of the transfer.
Article 20. Replacing the founding shareholders of a joint-stock company
1. When a founding shareholder does not pay or only pays part of the shares registered after the deadline prescribed in Point c Clause 5 Article 23 of the Decree No. 102/2010/ND-CP the unpaid shares of the founding shareholders shall be handled as prescribed in Clause 3 Article 84 of the Law on Enterprises.
After 90 days from the date on which the Certificate of Enterprise registration is issued, if the founding shareholder fails to pay off the registered shares, he or she is implicitly no longer a shareholder of the company, and therefore has no right to vote at the General assembly of shareholders. The founding shareholder that only pays part of the registered shares has the right to vote, receive dividends, and other rights corresponding to the paid shares.
The documentation, order, and procedure for replacing the founding shareholders is prescribed in Clause 1 Article 41 of the Decree No. 43/2010/ND-CP.
2. If the founding shareholder is an organization that has been merged or consolidated, the application for the replacement of the founding shareholders is similar to the application for the replacement of the founding shareholders by reason of transferring shares as prescribed in Clause 2 Article 41 of the Decree No. 43/2010/ND-CP In the application for the modification of the enterprise registration contents, the merger or consolidation contract shall replace the transfer contract and the papers proving the completion of the transfer.
3. The founding shareholders in a joint-stock company in the Certificate of Enterpriseregistration may be changed within 03 years from the date on which the Certificate ofEnterprise registration is issued. After this deadline, the Business Registration Office must not change the founding shareholders of the joint-stock company in the Certificate ofEnterprise registration. The change of the information about the shareholders of the company is written in the Shareholder Register of the company.
Article 21. Changes in members of multi-member limited liability companies when the capital committed is not paid or partly paid
The members of multi-member limited liability companies that do not pay or only pay part of the committed capital shall be changed as follows:
1. After the last deadline for contribution, the members that have not contributed capital into the company are implicitly no longer members of the company, and have no right to transfer that capital contribution to other people as prescribed in Clause 4 Article 18 of the Decree No. 102/2010/ND-CP.
2. The amount that are not contributed by members of multi-member limited liability companies shall be handled as prescribed in Clause 5 Article 18 of the Decree No. 102/2010/ND-CP.
3. The number of votes at the Member assembly of the company must comply with Clause 3 Article 18 of the Decree No. 102/2010/ND-CP.
4. The registration of the change of members in this case must comply with Clause 4 Article 42 of the Decree No. 43/2010/ND-CP.
Article 22. Registering the increase of charter capital of a joint-stock company by reason of offering shares.
1. The documentation, order, and procedure for increasing the charter capital of joint-stock companies are prescribed in Clause 1 Article 40 of the Decree No. 43/2010/ND-CP.
2. When the General assembly of shareholders approves the share offering to increase charter capital, the Board of Directors shall register the increase of the charter capital after every offering as follows:
Within 10 working days after each share offering, the company must register the charter capital increase. The application includes:
a) The notice of the modification of the enterprise registration contents;
b) The written Decision and the copies of the General assembly of shareholders on the share offering for the purpose of increasing the charter capital, specifying the amount of offered shares, and delegating the Board of Directors to register the charter capital increase after each share offering;
c) The written decision and the copy of the Minute of Meeting of the Board of Directors of the joint-stock company about the registration of the charter capital increase after each share offering.
Article 23. Registering the modification of the tax registration contents without changing the business registration contents
1. The enterprise that changes the tax registration contents without changing the businessregistration contents shall follow Article 45 of the Decree No. 43/2010/ND-CP.
2. The notice of the change of tax registration information shall comply with the forms provided in Annex II-6 enclosed with this Circular.
3. Within 05 working days from the date on which the valid dossier is received, the Business Registration Office shall update the data in the National Enterprise Registration Information System in order to transmit such information to the database of the General Department of Taxation, and save the Notice in the enterprise registration dossier.
Article 24. The order and procedure for dissolving enterprises
1. Before registering the dissolution, the enterprise must follow the procedure for terminating the operation of its branches, representative offices, and business locations at the Provincial Business Registration Offices where its branches, representative offices, and business locations are situated.
2. Within 07 working days from the date on which the enterprise dissolution is completed, and all debts are settled, the legal representative of the enterprise shall send the dissolution dossier to the Provincial Business Registration Office.. The dissolution dossier includes the papers prescribed in Clause 3 Article 40 the Decree No. 102/2010/ND-CP.
3. The Provincial Business Registration Office shall send a notice of the dissolution of theenterprise to the provincial police department and tax authority within 02 working days from the date on which the valid dissolution dossier is received. The notice of the enterprisedissolution shall comply with the forms provided in Annex V-12 enclosed with this Circular.
4. Within 07 working days from the date on which the valid dissolution dossier is received, the Provincial Business Registration Office shall issue a notice of the dissolution of theenterprise, and remove the name of the enterprise from the Business Registration Register if the tax authority and the police department have no other requirements. The form of the notice of enterprise dissolution is provided in Annex V-13 enclosed with this Circular.
5. If the dissolution dossier is not valid, the Provincial Business Registration Office shall request the enterprise to amend and supplement it. If the enterprise has the written certification from the police of the destruction of the seal, the seal on the papers submitted additionally is not required.
Article 25. The documentation and order for terminating the existence split companies, and transferor companies
1. Within 10 working days from the date on which the transferee company applies for theenterprise registration, the transferor company or the split company shall send a notice of the termination of its existence to the Provincial Business Registration Office where its head office is situated in accordance with the form in Annex II-7 enclosed with this Circular.
The notice must be enclosed with the copy of the decision to split the company, or the consolidation contract, or the merger contract.
2. Within 07 working days from the date on which the valid dossier is received, the Business Registration Office shall check the information in the National EnterpriseRegistration Database, and issue a notice of the elimination of the enterprise by reason of splitting, merger, or consolidation in accordance with the form in Annex V-14 enclosed with this Circular.
Article 26. Registering the operation of affiliated units after being converted into limited liability companies and joint-stock companies
After a state-owned company, which was issued with the Certificate of Enterpriseregistration, is converted into a limited liability company or joint-stock company, a limited liability company is converted into a joint-stock company and vice versa, a private enterpriseis converted into a limited liability company; their branches and representative offices of such enterprises shall apply for the change of the registration contents as prescribed in Article 47 of the Decree No. 43/2010/ND-CP and this Circular.
Article 27. Shutting down branches, representative offices, and business locations
1. When shutting down branches, representative offices, and business locations, theenterprise shall send a notice of such shutdown to the Provincial Business Registration Offices where its branches, representative offices, and business locations are situated.
The notice of the shutdown of branches, representative offices, and business locations must be enclosed with:
a) The Decision of the President of the private enterprise, or of the owner or the President of the Member assembly or president of the single-member limited liability company, or of the Member assembly of the multi-member limited liability company, or of the Board of Directors of the joint-stock company, or of the partners of the partnership, on the shutdown of such branches and representative offices;
b) The written certification of the tax authority of the fulfillment of the tax liability when shutting down the branches;
c) The written certification of the police of the destruction of the seals of the branches and representative offices.
2. The Business Registration Office shall receive the notice, enter the information into the National Enterprise Registration Information System, remove the names of the business locations affiliated to the branches, and take back the Certificates of Branch registration and Certificates of Representative office registration when shutting down the branches and representative offices; remove the business locations in the Certificate of Enterpriseregistration or Certificate of Branch registration when shutting down the business locations; and issue a notice on the shutdown of the branches, representative offices, and business locations.
Chapter 4.
ONLINE ENTERPRISE REGISTRATION
Article 28. The application of online enterprise registration
1. Organizations and individuals are entitled to apply for the enterprise registration online, or submit the registration dossier at the Business Registration Office. The Business Registration Office shall encourage and entitle organizations and individuals to obtain information and apply for enterprise registration online.
2. Organizations and individuals may use public digital signatures and business registration accounts to apply for the enterprise registration online.
3. In order to create favorable and safe conditions for founders and enterprises to apply forenterprise registration online, depending on the actual situation and technical infrastructure, the online enterprise registration shall be applied step-by-step in different cases. The cases of online enterprise registration shall be posted on the national enterprise registration website.
Article 29. The valid online enterprise registration dossiers
The online enterprise registration dossier is considered valid when the following requirements are satisfied:
1. The enterprise registration information is complete and accurate according to the information in electronic documents.
2. The papers are adequate and converted into electronic documents. The names of the electronic documents match the kinds of papers in the paper dossier.
3. When public digital signatures are used, the amount of signatures and the signers on the electronic registration dossier must match the amount of signatures and the signers in the paper dossier.
When public digital signatures are not used, the electronic registration dossier must be authenticated by the business registration account of the legal representative.
Article 30. The order and procedure for online enterprise registration using public digital signatures
1. The founder shall provide information, download electronic documents, append the digital signature on the electronic registration dossier, and pay the fees online according to the process on the national enterprise registration website.
2. After the registration dossier is sent, the founder shall receive a Note of Reception on the internet.
3. The Business Registration Office shall examine the application and send online request to the enterprise for the amendment and supplementation of the application. When the application satisfies the conditions for issuing the Certificate of Enterprise registration, the Business Registration Office shall send information to the tax authority in order to create the enterprise code. After receiving the enterprise code from the tax authority, the Business Registration Office shall issue the Certificate of Enterprise registration.
4. The enterprise may receive the Certificate of Enterprise registration directly at the Business Registration Office, or register and pay a fee to receive it by post.
5. The process of online enterprise registration prescribed in this Article is also applicable to the establishment of the branches, representative offices, and business locations ofenterprises.
Article 31. The order and procedure for enterprise registration without public digital signatures
1. The founder shall provide information, download electronic identification papers on the national enterprise registration website in order to be issued with the business registration account.
2. The founder shall use the business registration account to provide information, download electronic documents, authenticate documentation, and pay fees online according to the process on the national enterprise registration website.
3. After the registration dossier is sent, the founder shall receive a Note of Reception on the internet.
4. The Business Registration Office shall examine the application and send online request to the enterprise for the amendment and supplementation of the application if it is not valid. When the application satisfies the conditions for issuing the Certificate of Enterpriseregistration, the Business Registration Office shall send information to the tax authority in order to create the enterprise tax code. After receiving the enterprise tax code from the tax authority, the Business Registration Office shall send online notification to the enterprise of the issue of the Certificate of Enterprise registration.
5. After receiving the notification of the issue of the Certificate of Enterprise registration, the founder shall submit a paper enterprise registration dossier enclosed with the Note of Reception of online enterprise registration dossier to the Business Registration Office.
6. After receiving the paper application, the Business Registration Office shall compare it with the application sent online, and issue the Certificate of Enterprise registration to theenterprise if the information is consistent.
If the Business Registration Office does not receive the paper dossier within 30 days from the date on which the notification of the issue of the Certificate of Enterprise registration is sent, the online registration dossier shall be invalidated.
7. The enterprise may receive the Certificate of Enterprise registration directly at the Business Registration Office, or register and pay a fee to receive it by post.
8. The applicant is responsible for the accuracy and completeness of the paper application compared to the application sent online. If the paper application is not consistent with the online application, and the applicant does not notify the Business Registration Office of the inconsistency when submitting the paper application, it shall be considered falsifying and handled as prescribed in Article 60 of the Decree No. 43/2010/ND-CP.
9. The process of online enterprise registration prescribed in this Article is also applicable to the establishment of its branches, representative offices, and business locations.
Article 32. Paying fees online
1. The method of online fee payment is supported on the national enterprise registration website.
2. When an error occurs during the provision of electronic payment services, the online payer shall contact the service provider for solutions.
3. The fees for electronic payment services is not integrated in the fee for enterpriseregistration, the fee for the provision of enterprise registration information, and the fee forenterprise registration announcement.
Article 33. Handling violations, settling complaints, and resolving disputes over public digital signatures and business registration accounts
The disputes, complaints, and violations related to the management and use of public digital signatures and business registration accounts shall be identified and settled in accordance with law.
Chapter 5.
HANDLING VIOLATIONS DURING ENTERPRISE REGISTRATION, AND THE PROCEDURE FOR REVOKING CERTIFICATES OF ENTERPRISE REGISTRATION
Article 34. The cases in which the modification of the enterprise registration contents is prohibited
1. An enterprise may not modify the enterprise registration contents in the following cases:
a) The Business Registration Office has issued the notice of the violations committed by theenterprise to an extent that the Certificate of Enterprise registration is revoked, or has issued the Decision to revoke the Certificate of Enterprise registration;
b) The enterprise is in the process of dissolution according to the decision on the dissolution made by the enterprise;
c) The modification if prohibited by the Court or the Judgment Enforcement Agency.
2. The enterprises in Clause 1 of this Article may apply for the modification of the enterpriseregistration contents in the following cases:
a) The violations in the Notice have been rectified, and such rectification is accepted by the Business Registration Office.
b) Some enterprise registration contents must be modified to serve the process of dissolution and complete the dissolution dossier as prescribed. In this case, the application for the modification must be enclosed with the written explanation made by the enterprisefor the modification.
c) The Decision of the Court or the Judgment Enforcement Agency has been implemented, and the Court or Judgment Enforcement Agency has granted an approval.
Article 35. Updating information about the operation in the National EnterpriseRegistration Database
1. Provincial Business Registration Office shall consider the update of the information about the local enterprise in the National Enterprise Registration Database in order to serve the State management..
2. The information related to the operation of enterprises updated to serve the State management includes:
a) The documents and decision sent to the Business Registration Office by the Court, the Judgment Enforcement Agency, the police, the tax authority, the inspection agency, and other State management agencies;
b) The notices of the violations committed by enterprises, and Decisions on revoking the Certificate of Enterprise registration made by the Business Registration Office;
c) The information about the local enterprises that have closed their tax codes but have not applied for dissolution, the enterprises that have been shut down but have not completed the procedure for closing their tax codes sent by the tax authority to the business registration agencies.
Article 36. Handling the cases in which the enterprise registration dossier is not accurate
1. When the information provided in the enterprise registration dossier is found inaccurate, the Provincial Business Registration Office shall request competent State agencies to handle the violations as prescribed by law. After the competent State agency issues a decision to handle the violations, the Business Registration Office shall request theenterprise to remake the application in order to be issued with the Certificate of Enterpriseregistration.
2. If the enterprise does not submit the application after the deadline specified in the notice sent by the Business Registration Office, the Business Registration Office shall request theenterprise to send a report as prescribed in Point c Clause 1 Article 163 of the Law onEnterprises.
Article 37. Identifying and announcing violations committed by enterprises to an extent that the Certificate of Enterprise registration is revoked
1. a) Before issuing the Notice that the violations committed by the enterprise cause its Certificate of Enterprise registration to be revoked, and the Decision to revoke the Certificate of Enterprise registration, if necessary, the Business Registration Office may invite the representative of the Inspectorate of the Service of Planning and Investment, and the related agencies such as the tax authority, district-level People’s Committee, the Services in charge, etc. to attend the meeting to identify the violations committed by the enterprise.
2. Within 02 working days from the date of issue of the Notice that the violations committed by the enterprise cause its Certificate of Enterprise registration to be revoked, and the Decision to revoke the Certificate of Enterprise registration, the Business Registration Office shall send the Notice and the Decision to revoke the Certificate of Enterprise registration to the head office of the enterprise, and post this information on the national enterpriseregistration website.
Article 38. The order and procedure for revoking the certificates of enterpriseregistration by reason of falsified enterprise registration contents in the enterpriseregistration dossier
1. When the enterprise registration dossier is falsified, the Business Registration Office shall issue a Notice that the violations committed by the enterprise cause the revocation of the Certificate of Enterprise registration, and make a Decision to revoke the Certificate ofEnterprise registration.
2. When the information provided in the enterprise registration dossier is found falsified:
a) The Business Registration Office shall issue a notice that the violations committed by theenterprise cause the revocation of the Certificate of Enterprise registration, and make a Decision to invalidate the Certificate of Enterprise registration which ware applied based on the false information, and issue the Certificate of Enterprise registration based on the nearest valid application..
The may gather the lawful modifications in the cancelled registrations to apply for a new modification.
b) The Business Registration Office does not resolve the disputes or issues derived from the falsification of the application between the enterprise and other organizations or individuals, or within the enterprise itself.
Chapter 6.
BUSINESS HOUSEHOLD REGISTRATION
Article 39. The forms used in business household registration
1. The form of the application for business household registration is provided in Annex III-1 enclosed with this Circular.
2. The form of the list of contributors to the establishment of the business households is provided in Annex III-2 enclosed with this Circular.
3. The form of the Certificate of business household registration is provided in Annex VI-1 enclosed with this Circular.
4. The form of the notice of the suspension of the business households is provided in Annex III-4 enclosed with this Circular.
5. The forms of the Notice that the violations committed by the business household cause the revocation of the Certificate of business household registration, and other Notices of the district-level business registration offices are provided in Annex II enclosed with this Circular.
6. The form of the Decision on the revocation of the Certificate of business household registration is provided in Annex VI-4 enclosed with this Circular.
Article 40. Names of business households
1. Business households shall be named in accordance with Article 56 of the Decree No. 43/2010/ND-CP.
2. The alphabet used for naming business households is provided in Annex VII-1 enclosed with this Circular.
3. Business households may not use the word “company” and “enterprise” in their names.
Article 41. The right to apply for the business household registration, and for the modification of the business household registration contents
1. An individual prescribed in Clause 1 Article 50 of the Decree No. 43/2010/ND-CP may only apply for the registration of 1 business household nationwide, and is entitled to contribute capital to and purchase shares from enterprises as an individual.
2. The application for the modification of the business household registration contents must comply with Article 55 of the Decree No. 43/2010/ND-CP The form of the Notice of the modification of the business household registration contents is provided in Annex III-3 enclosed with this Circular.
3. When changing the registered business, the owner or the representative of the business household shall send a notice of the modification of the business household registration contents to the district-level business registration office.
When receiving the documentation, the district-level business registration office shall issue the Note of reception in accordance with the form in Annex VI-5 enclosed with this Circular, and issue the Certificate of business household registration to the business household within 05 working days from the date on which the valid documentation is received.
Article 42. Shutting down business households
When a business household is shut down, it must send a notice of the shutdown, in accordance with the form in Annex III-5 enclosed with this Circular, and the original Certificate of business household registration to the district-level business registration office where the registration is applied, and pay all debts, including tax debts and unsettled financial obligations.
Article 43. Revocation of the Certificate of Business household registration
1. The cases in which the Certificate of Business household registration is revoked are prescribed in Article 61 of the Decree No. 43/2010/ND-CP.
2. When a business household does not conduct business within 06 months from the date on which the Certificate of Business household registration is issued; or the business is suspended more than 06 consecutive months without notifying the district-level business registration office where the registration is applied, the district-level business registration office shall issue a Notice of the violations, and request the representative of the business household to go the Business Registration Office and provide explanation. If the requested person does not come, or the explanation is not accepted after 10 working days after the deadline written in the Notice, the Business Registration Office shall issue a Decision on the revocation of the business household registration.
3. When a business household moves its business location to another district or town, the Business Registration Office shall issue the Decision on the revocation of the Certificate of business household registration after receiving the notice of the move of the business location to another district.
4. When a business household engages in a forbidden business, the Business Registration Office shall issue a Notice of the violations, and a Decision to revoke the Certificate of business household registration.
5. If the business household is established by the persons banned from establishing business households:
a) If the business household is established by an individual who is banned from establishing business households, the Business Registration Office shall issue a Notice of the violations, and a Decision on the revocation of the Certificate of business household registration.
b) If the business household is established by a group of individuals, and one among which is banned from establishing business households, the Business Registration Office shall issue a Notice of the violations, and request the business household to replace such individual within 15 working days from the date on which the Notice is issued. If the business household makes no replacement after the deadline stated above, the business registration agencies shall issue a Notice of the violations, and a Decision to revoke the Certificate of business household registration.
Chapter 7.
SUPPLEMENTING AND STANDARDIZING THE INFORMATION ABOUT BUSINESS REGISTRATION AND TAX REGISTRATION
Article 44. Modifying information in the Certificate of Enterprise registration
The modification of information in the Certificate of Enterprise registration prescribed in Article 30 of the Decree No. 43/2010/ND-CP is carried out as follows:
1. When a enterprise finds that the information in the Certificate of Enterprise registration is not consistent with the enterprise registration dossier, the enterprise shall send a written request for the modification of the information in accordance with the form in Annex II-12 enclosed with this Circular, in order to request the Business Registration Office to modify the information in the Certificate of Enterprise registration to match the submitted enterpriseregistration dossier. The Business Registration Office shall receive the written request, check the application, and reissue the Certificate of Enterprise registration within 02 working days from the date on which the written request from the enterprise is received, as long as the information in the written request is accurate.
2. If the Business Registration Office finds that the information in the Certificate ofEnterprise registration is not consistent with the enterprise registration dossier, it shall send a notification to the enterprise of the modification of the information in the Certificate ofEnterprise registration in order to match the submitted enterprise registration dossier, and reissue the Certificate of Enterprise registration to the enterprise within 15 working days from the date on which the notification is sent.
3. The enterprise must return the old Certificate of Enterprise registration when receiving the new one.
Article 45. The supplementation and modification of the information about the Certificate of business registration or the Certificate of business registration and tax registration in the National Enterprise Registration Database
1. If the enterprise finds that the information about its Certificate of business registration or Certificate of business registration and tax registration in the National EnterpriseRegistration Database is not available or not accurate due to the data conversion, theenterprise shall send a written request in accordance with the form in Annex II-11 enclosed with this Circular to the Business Registration Office of the province where its head office is situated for supplementing or modifying the information. The request must be enclosed with the copy of the Certificate of business registration or the Certificate of business registration and tax registration.
Within 05 working days from the date on which the request from the enterprise is received, the Business Registration Office of the province where the head office of the enterprise is situated shall supplement or modify the information about the Certificate of business registration or the Certificate of business registration and tax registration in the NationalEnterprise Registration Database.
2. If the Business Registration Office finds that the information about the Certificate of business registration or the Certificate of business registration and tax registration in the National Enterprise Registration Database is not available or not consistent with the paper Certificate, within 05 working days from the discovery, the Business Registration Office shall supplement or modify the information about the Certificate of business registration or the Certificate of business registration and tax registration in the National EnterpriseRegistration Database.
Article 46. Standardizing data when an enterprise does not register a tax code, or the information about business registration and tax registration are not consistent
1. Based on the converted enterprise registration data, including the information about business registration and tax registration, the Provincial Business Registration Office shall send a notice of the review and update on information about business registration and tax registration in accordance with the form in Annex V-3 enclosed with this Circular to eachenterprise and request them to:
a) Send notices to update accurate information about the enterprise in accordance with the form in Annex II-7 enclosed with this Circular to the Provincial Business Registration Office within 30 working days from the date on which the notice is signed.
After the deadline stated above, if the Business Registration Office does not receive any notice from the enterprise, the Business Registration Office shall request the enterprise to explain the reasons and sent a report as prescribed in Point c Clause 1 Article 163 of the Law on Enterprises.
If the enterprise does not send a report as prescribed in Point c Clause 1 Article 163 of the Law on Enterprises, within 03 months from the date on which the Business Registration Office makes the written request, the enterprise shall have its Certificate of Enterpriseregistration revoked as prescribed in Point g Clause 2 Article 165 of the Law on Enterprises.
b) Register a tax code within 30 working days from the date on which the notice is receive, if the enterprise has been issued with the Certificate of business registration and has not applied for tax registration. The enterprise shall be penalized if the requirements are not satisfied, and have the Certificate of business registration revoked as prescribed in Point c Clause 2 Article 165 of the Law on Enterprises.
c) Make reports and apply for the modification of the enterprise registration contents within 03 months from the date on which the notice is receive, if the business registration contentsand tax registration contents are not consistent. The enterprises that fail to satisfy the requirements in this point shall have their Certificates of business registration revoked as prescribed in Point c Clause 2 Article 165 of the Law on Enterprises.
2. Based on the information about local enterprise registration, at least once per year, the Provincial Business Registration Office shall preside and cooperate with the tax authority and other related agencies in standardizing the business registration and tax registration data.
Article 47. Updating and adding information in the Certificate of Enterpriseregistration and enterprise registration dossier
1. The enterprise shall complete the information in the enterprise registration dossier when changing the enterprise registration contents, including the phone number, fax number, email address, and website. The phone number in the enterprise registration dossier is compulsory. If the enterprise does not provide the phone number, then the application for the modification of the enterprise registration contents is considered invalid as prescribed in Clause 3 Article 4 of the Law on Enterprises.
2. Based on the enterprise data in the National Enterprise Registration Database,enterprises shall update and complete the information in the Certificate of Enterpriseregistration and enterprise registration dossier as prescribed in Clause 6 Article 9 of the Law on Enterprises, in particular:
a) If the enterprise only updates and provide its phone number, fax number, email address, website, and address by reason of the change in administrative boundaries, the identification information, and the personal address in the Certificate of Enterpriseregistration, then the enterprise shall send a notice in accordance with the form in Annex II-5 enclosed with this Circular to the Business Registration Office of the province where its head office is situated. The Business Registration Office shall receive the notice and issue the Certificate of Enterprise registration to the enterprise.
a) If the supplementation of the information in the enterprise registration dossier does not change the information of the Certificate of Enterprise registration, then the enterprise shall send a Notice made in accordance with the form in Annex II-5 enclosed with this Circular to the Business Registration Office of the province where its head office is situated.
Provincial Business Registration Office shall complete the information in the enterprise’s profile and update the information in the National Enterprise Registration Database. Theenterprise does not incur the fee in this case.
Article 48. Digitize information in the National Enterprise Registration Database
1. When issuing enterprise registration certificates, the Provincial Business Registration Office shall digitize the information in the enterprise registration dossier, and store them in the National Enterprise Registration Database.
2. Annually, the Provincial Business Registration Office shall formulate annual plans for carrying out and budgeting for the digitization and storage of the information in enterpriseregistration dossiers in the National Enterprise Registration Database, if the documents inenterprise registration dossiers are not .completely digitized.
Article 49. Updating information about local enterprises in the National EnterpriseRegistration Database
1. Every quarter and every year, based on the information about local enterprise registration, and existing information in the National Enterprise Registration Database, Provincial Business Registration Offices are responsible for reviewing and comparing with the local information to convert and update the missing information in the National EnterpriseRegistration Database.
2. Business Registration Offices are responsible for the accuracy and adequacy of information about enterprises, their affiliated units and business locations in the NationalEnterprise Registration Database converted from the local business registration data, ensuring that the converted information matches the original information.
Article 50. Financial statement data
1. The Financial statements data of joint-stock companies are transmitted from theEnterprise financial statement system of the General Department of Taxation, and stored in the National Enterprise Registration Database.
2. The use of financial statement data of joint-stock companies must comply with the Law on Enterprises, the Law on Accounting, the Law on Tax administration, and the regulations on the use of enterprise registration data.
Chapter 8.
THE NATIONAL ENTERPRISE REGISTRATION WEBSITE, THE PROVISION OF INFORMATION ABOUT ENTERPRISE REGISTRATION
Article 51. General regulations on the national enterprise registration website
1. Organizations and individuals shall enter the national enterprise registration website at www.dangkykinhdoanh.gov.vn.
2. The national enterprise registration website provides the following fundamental utilities:
a) Online enterprise registration;
b) Information about enterprise registration services;
c) Enterprise registration announcement;
d) Enterprise registration data standardization;
dd) Enterprise registration report system;
e) Content administration.
3. Organizations and individuals are prohibited to build websites of which the names are coincide with or cause confusion about the National enterprise registration website
4. It is prohibited to obstruct the transmission of information, to falsified, delete, destroy, forge, sabotage information, and to illegally access the National Enterprise Registration Information System in any shape or form. The violations shall be penalized depending on the seriousness.
5. It is prohibited to use the information about enterprise registration for illegal purposes, to trade information about enterprise registration without the approval from the information provider; to deliberately falsify the information about enterprise registration, to transfer information about enterprise registration against the law or to the wrong subjects.
Article 52. Features of the National enterprise registration website
1. Provide information about the policies of the Communist Party, the policies and laws of the State on enterprises, enterprise registration, the socio-economic status; propagate and disseminate the law documents and the documents instructing the enterprise registration, the documentation, order, and procedure for enterprise registration.
2. Support enterprises and their founders in accessing the names and applying for theenterprise registration online, implementing the regulations on announcing enterpriseregistration contents.
3. Provide information about enterprise registration and financial statements of joint-stock companies nationwide.
4. Announce the violations committed by enterprises as prescribed by law.
5. Standardize enterprise registration data.
6. Exchange information with the electronic information systems of other State agencies as prescribed by law.
7. Provide other services as prescribed by law.
Article 53. Gathering information from the National enterprise registration website
1. Information is publicly provided on the national enterprise registration website free of charge, including: enterprise names, enterprise codes, addresses of head offices, names of legal representative, and legal conditions of enterprises.
2. The charged information about enterprise registration:
a) The information about a particular enterprise, including:
– The Certificates of Enterprise registration, Certificates of Branch registration, and Certificates of Representative office registration;
– The application for enterprise registration;
– The charters of the enterprise;
– The Financial statement of a joint-stock company;.
– The reports on the history of enterprise registration dossiers within the last 03 years, including the information about the nearest enterprise registration, and the information about its current conditions.
b) The summary reports on the founders and directors of enterprises within the last 03 years, including the list of enterprises that a particular individual participated in the establishment and management within the last 03 years, and the roles of that individual at those enterprises.
Article 54. The range of gathering information of Provincial Business Registration Offices
1. Provincial Business Registration Offices may gather the information under the management of the local authority on the national enterprise registration website.
2. Provincial Business Registration Offices may gather the information about the Certificates of Enterprise registration, summary reports on the founders and managers of enterprises nationwide from the national enterprise registration website, and provide it to other organizations and individuals at their request.
Article 55. Responsibility to announce enterprise registration contents
1. Within 30 days from the date of the establishment or the date on which the enterpriseregistration contents are modified, the enterprise must post the enterprise registration contents on the national enterprise registration website as prescribed n Article 28 of the Law on Enterprises, and Clause 2 Article 1 of the Decree No. 05/2013/ND-CP.
2. When a joint-stock company issues more common stocks and offers all those stocks to their stockholders according to their current shares at the company, it must send a registered notification on the additional issue of common stocks to the permanent residences of all stockholders
This notification must be posted on the national enterprise registration website, or on 3 consecutive issues of a newspaper within 10 working days from the date of issue of the notification.
3. Within 07 working days from the date on which the decision on the dissolution is passed as prescribed in Clause 1 Article 158 of the Law on Enterprises, the enterprise must send the copies of the decision on the dissolution to the Business Registration Office, the creditors, the persons holding relevant entitlements and benefits, and the employees therein.
The enterprise must openly post the decision on the dissolution at its head office and branches, and on the national enterprise registration website.
Article 56. The method of requesting the announcement of enterprise registration contents
A enterprise may request the announcement of the enterprise registration contents on the national enterprise registration website:
1. Directly at the Provincial Business Registration Office. After receiving the request for the announcement of enterprise registration contents, the Provincial Business Registration Office shall send that request to the Business Registration Support Center affiliated to the Department of Business Registration Management for processing and posting it on the national enterprise registration website;
2. Directly at the Business Registration Support Center affiliated to the Department of Business Registration Management;
3. Via the National enterprise registration website.
Chapter 9.
REGULATIONS ON THE IMPLEMENTATION
Article 57. Effects
1. This Circular takes effect on April 15th 2013.
2. This Circular supersedes the Circular No. 14/2010/TT-BKH dated June 04th 2010 of the Ministry of Planning and Investment, on the documentation, order, and procedure forenterprise registration in accordance with the Decree No. 43/2010/ND-CP dated April 15th2010 on enterprise registration.
Article 58. Responsibility of implementation
1. The Services of Planning and Investment of central-affiliated cities and provinces, the district-level business registration offices, the enterprises established in accordance with the Law on Enterprises, the founders of enterprises, business households, relevant organizations and individuals are responsible for the implementation of this Circular.
2. Organizations and individuals are recommended to send report the difficulties arising during the course of implementation to the Ministry of Planning and Investment for amendment and supplementation.
THE MINISTER |