Circular No. 01/2013/TT-BKHĐT guiding enterprise registration

 

CIRCULAR

Guidelines for Business Registration

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Pursuant to the Enterprise Law dated November 29, 2005;

Pursuant to the Law on Tax Administration dated November 29, 2006;

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

Based on Decree No. 43/2010/NĐ-CP dated April 15, 2010 of the Government on business registration;

Based on Decree No. 05/2013/NĐ-CP dated January 9, 2013 of the Government amending and supplementing certain provisions on administrative procedures of Decree No. 43/2010/NĐ-CP;

Based on Decree No. 102/2010/NĐ-CP dated October 1, 2010 of the Government guiding detailed implementation of certain provisions of the Enterprise Law;

Pursuant to Decree No. 26/2007/NĐ-CP dated February 15, 2007 of the Government detailing the implementation of the Electronic Transactions Law regarding digital signatures and digital signature certification services;

Pursuant to Decree No. 116/2008/ND-CP dated November 14, 2008 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Planning and Investment;

The Ministry of Planning and Investment issues this Circular to guide business registration as follows:

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

1. This Circular provides detailed guidance on certain contents regarding documents, procedures, and some related matters concerning business registration and individual business operations as prescribed in:

a) The Enterprise Law;

b) Decree No. 43/2010/NĐ-CP dated April 15, 2010 of the Government on business registration (Decree No. 43/2010/NĐ-CP);

c) Decree No. 05/2013/NĐ-CP dated January 9, 2013 of the Government amending and supplementing certain provisions on administrative procedures of Decree No. 43/2010/NĐ-CP (Decree No. 05/2013/NĐ-CP);

d) Decree No. 102/2010/NĐ-CP dated October 1, 2010 of the Government guiding detailed implementation of certain provisions of the Enterprise Law (Decree No. 102/2010/NĐ-CP).

2. This Circular applies to the subjects specified in Article 2 of Decree No. 43/2010/NĐ-CP.

Article 2. Interpretation of Terms

In this Circular, the following terms are understood as follows:

1. "Business registration dossier" refers to the dossier for registering a new enterprise or changing the registered information of an enterprise.

2. "Personal identification documents" in the business registration dossier are the documents stipulated in Article 24 of Decree No. 43/2010/NĐ-CP.

3. "Copy" of documents in the business registration dossier is a valid copy of documents as prescribed in Clause 2, Article 1 of Decree No. 05/2013/NĐ-CP.

4. "Online business registration" means the act of enterprises being established conducting business registration through the National Business Registration Portal.

5. "Electronic registration dossier" is the business registration dossier submitted through the National Business Registration Portal, including documents as required for paper submission and converted into electronic format. An electronic registration dossier has the same legal effect as a paper-based dossier.

6. "Electronic document" is digital data created or scanned (scanned) from paper documents in ".pdf" or ".doc" format and accurately and completely reflecting the content of the paper document.

7. "Digital signature" is a type of electronic signature as prescribed in Clause 4, Article 3 of Decree No. 26/2007/NĐ-CP dated February 15, 2007 of the Government detailing the implementation of the Electronic Transactions Law on digital signatures and digital signature certification services.

8. "Business registration account" is an account created by the National Business Registration Information System to be assigned to the person registering the business. A business registration account is used to authenticate online business registration dossiers when the enterprise founder does not use a public digital signature.

9. "National database on business registration" includes information on business registration, business registration dossiers, violations by enterprises in business registration, decisions approving or rejecting business registration dossiers of provincial Business Registration Departments, historical business registration information, information on receiving enterprise codes from the Tax Registration System, and other necessary information to support the business registration process at provincial Business Registration Departments.

10. "Information digitization" is the process of converting paper-based business registration dossiers into electronic documents stored in the National Database on Business Registration.

11. "JSC", "LLC" are abbreviations for "joint stock company" and "limited liability company".

Article 3. Business registration code, branch code, representative office code, business location code, and household business registration code

1. Business registration code, branch code, representative office code, business location code:

a) The business registration code, branch code, and representative office code shall be implemented in accordance with the provisions of Article 8 of Decree No. 43/2010/NĐ-CP.

b) The business registration code is simultaneously the tax code of the business; the branch registration code is simultaneously the tax code of the branch; the representative office registration code is simultaneously the tax code of the representative office.

c) The business location code consists of five digits numbered from 00001 to 99999. This code is created and sent by the tax authority to the Provincial Business Registration Department to be recorded in the Enterprise Registration Certificate (in cases where the business location belongs to the enterprise) or recorded in the Branch Operation Registration Certificate (in cases where the business location belongs to the branch). This code is not the tax code of the business location.

d) The process of creating and issuing business registration codes, branch codes, representative office codes, and business location codes shall be carried out in accordance with the provisions of Article 26 of Decree No. 43/2010/NĐ-CP.

đ) In cases where enterprises or affiliated units of enterprises have their tax codes terminated due to violations of tax laws, these enterprises or affiliated units may not use the tax code in economic transactions from the date the tax authority publicly announces the termination of the tax code's validity.

e) For branches and representative offices established before this Circular takes effect but have not yet been issued codes in accordance with Point a Clause 1 of this Article, the enterprise should directly contact the tax authority to obtain a 13-digit tax code, then proceed with the procedures to change the registered operation content at the Provincial Business Registration Department in accordance with the regulations.

2. Household business registration code:

a) The business registration department at the district level records the household business registration code on the Household Business Registration Certificate according to the following structure:

- Province code: 02 characters, according to Appendix VII-2 attached to this Circular;

- District code: 01 character, according to Appendix VII-2 attached to this Circular;

- Type code: 01 character, 8 = household business;

- Household business serial number: 06 characters, from 000001 to 999999.

b) New districts, counties, towns, cities under provinces established after the issuance of this Circular will be inserted in alphabetical order.

c) In cases where districts, counties, towns, cities under provinces are separated after the issuance of this Circular, the separated unit retains the original letter code and the newly formed unit is inserted in alphabetical order.

d) The Department of Planning and Investment shall notify the Ministry of Planning and Investment in writing of the new district code for newly established districts.

Article 4. Industry and Trade

1. Recording industry and trade in business registration shall be carried out in accordance with the provisions of Article 7 of Decree No. 43/2010/NĐ-CP, Article 1 of Decree No. 05/2013/NĐ-CP, Decision No. 10/2007/QĐ-TTg dated January 23, 2007 of the Prime Minister promulgating the Vietnam Economic Classification System, and Decision No. 337/2007/QĐ-BKH dated April 10, 2007 of the Minister of Planning and Investment on the Provisions of Content of the Vietnam Economic Classification System.

2. When registering to establish a business, changing business registration content, or requesting to exchange for an Enterprise Registration Certificate, the business founder or the business must select a fourth-level economic sector in the Vietnam Economic Classification System to record the industry and trade in the Business Registration Application Form, Change Notification of Business Registration Content, or Application for Exchange for an Enterprise Registration Certificate.

3. In cases where businesses need to register more detailed industries and trades than the fourth-level economic sectors, the business selects a fourth-level economic sector in the Vietnam Economic Classification System, then records the detailed industries and trades of the business immediately below the fourth-level sector, ensuring that the detailed industries and trades of the business are consistent with the selected fourth-level sector. In such cases, the business can only operate within the scope of the detailed industries and trades already recorded.

4. The recording of industries and trades specified in Clause 2 and Clause 3 of Article 7 of Decree No. 43/2010/NĐ-CP shall be carried out in accordance with the provisions of Clause 3 of this Article; in which, detailed industries and trades are recorded according to those defined in specialized legal documents.

5. In cases where the Provincial Business Registration Department receives a document from the competent authority confirming that the business engages in conditional industries and trades but does not meet the required conditions stipulated by law, the Provincial Business Registration Department issues a Notice requiring the business to temporarily cease operations in conditional industries and trades according to the model prescribed in Appendix V-5 attached to this Circular, while notifying the competent state authorities for handling in accordance with the law.

Article 5. Legal value of the Enterprise Registration Certificate, Branch Operation Registration Certificate, Representative Office Registration Certificate stored in electronic data form

1. The Enterprise Registration Certificate, Branch Operation Registration Certificate, Representative Office Registration Certificate stored in electronic data form in the National Enterprise Registration Database (Electronic Registration Certificate) shall have the same legal value as the Enterprise Registration Certificate, Branch Operation Registration Certificate, Representative Office Registration Certificate issued on paper by the Business Registration Department to enterprises, branches, representative offices.

2. In cases where the Electronic Registration Certificate stored in the National Enterprise Registration Database at the same time has different contents from the Enterprise Registration Certificate, Branch Operation Registration Certificate, Representative Office Registration Certificate issued on paper, the legal value of the Registration Certificate shall be that with the content recorded correctly according to the content in the enterprise registration file.

Article 6. Time limit for enterprises to register changes to enterprise registration content and substitute Minutes of Meetings in the enterprise registration file

1. Enterprises are responsible for registering changes to enterprise registration content within ten working days from the date the enterprise issues the Decision (or Resolution) changing these contents, except where otherwise provided by law.

2. The owner of a single-member limited liability company, the Board of Members of a limited liability company with two or more members, the General Meeting of Shareholders, the Board of Directors of a joint-stock company, or those persons having authority in the enterprise are responsible for issuing the Decision (or Resolution) in writing regarding changes to enterprise registration content within ten working days from the date the enterprise decides to change the enterprise registration content, except where the Minutes of Meeting specifies a specific time limit for issuing the Decision (or Resolution) different from the time limit stated above.

3. In cases where the Board of Members of a limited liability company and the General Meeting of Shareholders of a joint-stock company adopt decisions through the method of soliciting opinions in writing as prescribed by the Enterprise Law, the Minutes of Meeting in the enterprise registration file stipulated in Decree No. 43/2010/NĐ-CP and this Circular may be substituted by the Voting Report of the General Meeting of Shareholders for joint-stock companies or the Report on Voting Results of the Board of Members for limited liability companies.

Article 7. Registration to obtain a new Enterprise Registration Certificate

1. Enterprises that have been issued an Enterprise Registration Certificate or an Enterprise Registration Certificate and tax registration before the effective date of Decree No. 43/2010/NĐ-CP and enterprises that have been issued an Enterprise Registration Certificate by Economic Zone Management Boards, Industrial Zones, Export Processing Zones without being required to do so are not obliged to go through the procedure of obtaining a new Enterprise Registration Certificate and will be issued an Enterprise Registration Certificate when they register changes to enterprise registration content.

2. In cases where enterprises wish to exchange their Enterprise Registration Certificate or Enterprise Registration Certificate and tax registration for an Enterprise Registration Certificate without changing the enterprise registration content and tax registration, enterprises may submit an Application for Exchange in accordance with the model prescribed in Appendix II-13 attached hereto along with the original Enterprise Registration Certificate and Tax Registration Certificate; or submit the Enterprise Registration Certificate and Tax Registration Certificate to the Business Registration Department to obtain an Enterprise Registration Certificate within two working days.

Article 8. Reissue of Business Registration Certificate, Branch Operation Registration Certificate, Representative Office Registration Certificate

Clause 1. The reissuance of Business Registration Certificate, Branch Operation Registration Certificate, and Representative Office Registration Certificate shall be carried out in accordance with the provisions stipulated in Article 58 of Decree No. 43/2010/NĐ-CP.

The application for reissuing the Business Registration Certificate, Branch Operation Registration Certificate, and Representative Office Registration Certificate shall be made in accordance with the form prescribed in Appendix II-14 attached to this Circular.

Clause 2. In cases where the Business Registration Certificate is issued without complying with the required documents, procedures, and formalities as prescribed, the Provincial Business Registration Department shall notify the enterprise to complete and submit valid documents within thirty days from the date of notification in order to consider the reissuance of the Business Registration Certificate.

Article 9. Delegation to Carry Out Enterprise Registration Procedures

In cases where the enterprise founder or the enterprise delegates an organization or individual to submit the enterprise registration documents, receive the results of the enterprise registration procedures, upon receiving the documents and delivering the results, the Provincial Business Registration Department shall request the person handling the submission and receipt of the registration documents to present their Identity Card or Passport or other lawful personal identification documents and the following documents:

Point 1. Service provision contract between the enterprise founder or the enterprise and the service provider organization for submitting the documents and receiving the results, along with the organization's letter of introduction to the individual responsible for submitting the documents and receiving the results; or

Point 2. Power of attorney granted to an individual to submit the documents and receive the results in accordance with the law.

Article 10. Documents, Procedures, and Formalities for Registering Credit Organizations

The documents, procedures, and formalities for registering credit organizations, dependent units, and business location announcements of credit organizations shall be carried out in accordance with the types of enterprises as prescribed in Decree No. 43/2010/NĐ-CP and this Circular, accompanied by a copy of the License for Establishment and Operation issued by the State Bank of Vietnam.

Article 11. Acceptance and Processing of Enterprise Registration Documents, Dependent Unit Registration Documents, and Business Location Announcement Documents

Clause 1. The Provincial Business Registration Department at the location where the enterprise's headquarters is situated shall be the authority responsible for accepting and processing enterprise registration documents.

Clause 2. The Provincial Business Registration Department at the location where the enterprise's branch, representative office, or business location is situated shall be the authority responsible for accepting and processing dependent unit registration documents and business location announcement documents.

Clause 3. Upon receiving the documents, the Business Registration Department shall issue a receipt for the documents to the enterprise.

Clause 4. The Business Registration Department shall process the documents and issue the Business Registration Certificate, Branch Operation Registration Certificate, and Representative Office Registration Certificate within five working days from the date of receiving the valid documents.

Article 12. Issuance of Enterprise Registration through Backup Procedures

Clause 1. The backup procedure for issuing enterprise registration is the issuance of enterprise registration not conducted through the National Enterprise Registration Information System.

Clause 2. The coordination in handling enterprise registration procedures between the Provincial Business Registration Department and the tax authority in this case shall be carried out through the circulation of paper-based documents.

Clause 3. Based on the estimated time to resolve system issues or upgrade the National Enterprise Registration Information System, except in cases of force majeure, the Department of Enterprise Registration under the Ministry of Planning and Investment shall notify the Provincial Business Registration Departments in advance about the estimated time for implementing the issuance of enterprise registration through the backup procedure.

Clause 4. Within fifteen working days from the end of the issuance of enterprise registration through the backup procedure, the Provincial Business Registration Departments must enter and convert all data issued to enterprises into the National Enterprise Registration Database.

Chapter II

ENTERPRISE NAME REGISTRATION, BRANCH NAME REGISTRATION, REPRESENTATIVE OFFICE NAME REGISTRATION, BUSINESS LOCATION REGISTRATION

Article 13. Business name, branch name, representative office name, business location

1. The list of letters to be used in naming businesses as prescribed in Clause 1, Article 13 of Decree No. 43/2010/NĐ-CP is set out in Appendix VII-1 attached hereto. This list of letters shall also be used for naming branches, representative offices, and business locations of businesses.

2. A business name consists of two components arranged in the following order:

a) The first component: Type of business;

b) The second component: The specific name of the business.

3. A business name written in a foreign language must not duplicate a business name written in a foreign language that has already been registered. The abbreviated name of a business must not duplicate the abbreviated name of another business that has already been registered.

4. In addition to the Vietnamese name, branches and representative offices of a business may register a foreign language name and an abbreviated name.

5. The specific name within the branch name, representative office name, or business location name of a business must not use the terms "company" or "business".

Article 14. Handling disputes and complaints regarding business names

1. Businesses with identical or confusingly similar names shall negotiate among themselves to register a change of business name. A business may supplement its name with a place name to distinguish its business name. A business may only supplement its name with the place name where it has its principal office. Registering a place name in a business name to distinguish it from other business names must not violate intellectual property laws.

Where businesses cannot negotiate among themselves to register a change of name or to supplement a place name to distinguish their business names, handling of identical or confusingly similar business names shall be carried out in accordance with the provisions of intellectual property laws.

2. Where the Provincial Business Registration Office discovers that a business in another province has been registered with a name identical to a previously registered business name at the local level, the Provincial Business Registration Office shall communicate with the Provincial Business Registration Office that issued the business registration certificate to the business with the identical name to request the business to register a name change in accordance with the provisions of Clause 1 of this Article.

3. Disputes and complaints regarding identical or confusingly similar business names during the business registration process according to the contingency procedures stipulated in this Circular shall be resolved in accordance with the provisions of intellectual property laws.

Chapter III

BUSINESS REGISTRATION FILES, PROCEDURES, AND FORMS,

REGISTRATION OF OPERATIONS

 AFFILIATE UNITS, NOTICE OF ESTABLISHING BUSINESS LOCATIONS

Article 15. Forms of documents in the business registration file, affiliate units of a business, notice of establishing a business location

1. The application for business registration, list of members, founding shareholders, and authorized representatives shall be implemented according to the form prescribed in Appendix I attached hereto.

2. Notifications and other documents issued by the business shall be implemented according to the form prescribed in Appendix II attached hereto.

Article 16. Forms of documents issued by the Business Registration Department

1. The Enterprise Registration Certificate, Branch Operation Registration Certificate, Representative Office Registration Certificate shall be implemented according to the form prescribed in Appendix IV attached hereto.

2. Notifications regarding the contents that need to be amended or supplemented in the enterprise registration dossier, Notification regarding the violation of enterprises subject to revocation of the Enterprise Registration Certificate, and other notifications of the Business Registration Department shall be implemented according to the forms prescribed in Appendix V attached hereto.

3. Confirmation letter regarding the enterprise's temporary suspension of business operations, branch's or representative office's temporary suspension of activities shall be implemented according to the forms prescribed in Appendices V-6, V-7 attached hereto.

4. Receipt for the registration dossier shall be implemented according to the forms prescribed in Appendices V-15, V-16 attached hereto.

5. Decision on the revocation of the Enterprise Registration Certificate, Decision on the cancellation of the Enterprise Registration Certificate shall be implemented according to the forms prescribed in Appendices V-9, V-10 attached hereto.

Article 17. Dossier for changing the legal representative of a limited liability company or joint stock company

1. The dossier for changing the legal representative of a limited liability company or joint stock company includes the following documents:

a) Notice of change of the legal representative of the company;

b) Copy of personal identification documents of the person replacing the legal representative of the company;

c) Decision of the sole owner of the company for a single-member limited liability company, and the written decision and copy of the minutes of the Board of Members' meeting for a multi-member limited liability company regarding the change of the legal representative;

Written decision and copy of the minutes of the General Meeting of Shareholders for a joint stock company regarding the change of the legal representative if such change alters the content of the Company Charter or when the Company Charter of a joint stock company stipulates that the Chairman of the Board of Directors is the legal representative and the General Meeting of Shareholders elects the Chairman of the Board of Directors;

Written decision and copy of the minutes of the Board of Directors for a joint stock company if the change of the legal representative does not alter the content of the Company Charter except for the name, signature of the legal representative of the company as prescribed in Clause 15, Article 22 of the Enterprise Law.

2. The signatory of the notice of change of the legal representative shall be one of the following individuals:

a) The sole owner of the company for a single-member limited liability company where the sole owner is an individual.

b) The Chairman of the Board of Members or the Chairman of the company for a single-member limited liability company where the sole owner is an organization.

c) The Chairman of the Board of Members for a multi-member limited liability company. In case the Chairman of the Board of Members is the legal representative, the signatory of the notice is the newly elected Chairman of the Board of Members.

d) The Chairman of the Board of Directors for a joint stock company. In case the Chairman of the Board of Directors is the legal representative, the signatory of the notice is the newly elected Chairman of the Board of Directors by the General Meeting of Shareholders or the Board of Directors.

Article 18. Documents for registering change of ownership of a single-member limited liability company due to inheritance

1. In case a single-member limited liability company changes its owner due to inheritance, the company shall register the change of ownership. The documents include:

a) A notice of change of ownership of a single-member limited liability company signed by the new owner or the legal representative of the new owner;

b) Amended and supplemented articles of association of the company signed by the new owner or the legal representative of the new owner;

c) A copy of personal identification documents of the new owner;

d) A copy of the death certificate of the previous owner;

đ) A document confirming the lawful right of inheritance of the heir;

2. In case more than one individual or organization inherits the share capital of the single-member limited liability company, the company shall register to convert into a limited liability company with two or more members. The registration conversion documents include:

a) An application for business registration;

b) The articles of association of the converted company signed by all organizations and individuals who are members and have inherited shares;

c) A list of members;

d) Copies of personal identification documents of members if they are individuals; copies of the business registration certificate or equivalent documents if they are organizations;

đ) A copy of the death certificate of the previous owner;

e) A document confirming the lawful right of inheritance of the organizations and individuals who have inherited;

Article 19. Registration of change of ownership of a single-member limited liability company due to full donation of contributed capital

The registration of change of ownership of a single-member limited liability company in the case of full donation of contributed capital shall be carried out as stipulated for the case of transfer of contributed capital under Article 43 of Decree No. 43/2010/NĐ-CP. In the documents for changing business registration content, the donation contract for contributed capital shall replace the transfer contract and the documents proving the completion of the transfer.

Article 20. Change of founding shareholders of a joint-stock company

1. In case a founding shareholder fails to pay or only partially pays the number of shares registered for purchase within the time limit specified in Point c Clause 5 Article 23 of Decree No. 102/2010/NĐ-CP, the unpaid shares of the founding shareholder shall be handled according to the provisions of Clause 3 Article 84 of the Enterprise Law.

After 90 days from the date of issuance of the business registration certificate, a founding shareholder who has not completed payment of the registered shares shall automatically cease to be a shareholder of the company; they will have no voting rights at the General Meeting of Shareholders, except that a founding shareholder who has only partially paid the registered shares retains the right to vote, receive dividends, and other corresponding rights based on the paid shares.

The documents, procedures, and formalities for registering the change of founding shareholders shall be implemented according to the provisions of Clause 1 Article 41 of Decree No. 43/2010/NĐ-CP.

2. In case a founding shareholder organization has been merged or consolidated into another enterprise, the registration of change of founding shareholders shall be carried out as in the case of registration of change of founding shareholders due to share transfer stipulated in Clause 2 Article 41 of Decree No. 43/2010/NĐ-CP. In the documents for changing business registration content, the merger contract or consolidation contract of enterprises shall replace the transfer contract and the documents proving the completion of the transfer.

3. The registration of change of founding shareholders of a joint-stock company in the business registration certificate shall only be carried out within three years from the date the company was issued the business registration certificate. After this period, the Business Registration Department will not carry out the registration of change of founding shareholders of a joint-stock company in the business registration certificate. Changes in information about shareholders of the company shall be reflected in the company's shareholder register.

Article 21. Change of members of a limited liability company with two or more members due to non-payment or partial payment of committed capital contribution

The change of members of a limited liability company with two or more members due to a member's non-payment or partial payment of committed capital contribution shall be carried out as follows:

1. After the final deadline for capital contribution, a member who has not contributed capital to the company shall automatically cease to be a member of the company and shall not have the right to transfer their capital contribution rights to another person in accordance with Clause 4, Article 18 of Decree No. 102/2010/NĐ-CP.

2. The uncontributed capital portion of a member of a limited liability company with two or more members shall be handled in accordance with Clause 5, Article 18 of Decree No. 102/2010/NĐ-CP.

3. The number of voting shares at the Board of Members of the company shall be implemented in accordance with Clause 3, Article 18 of Decree No. 102/2010/NĐ-CP.

4. Registration of changes in membership in this case shall be carried out in accordance with Clause 4, Article 42 of Decree No. 43/2010/NĐ-CP.

Article 22. Registration of increase in charter capital of a joint-stock company due to issuance of public offering shares

1. The dossier, procedure, and formalities for increasing the charter capital of a joint-stock company shall be carried out in accordance with Clause 1, Article 40 of Decree No. 43/2010/NĐ-CP.

2. In cases where the General Meeting of Shareholders approves the issuance of public offering shares to increase the charter capital, and entrusts the Board of Directors to handle the registration procedures for increasing the charter capital after the end of each share offering period, the registration shall be carried out as follows:

Within ten working days from the end of each share offering period, the company must register the increase in charter capital. The registration dossier includes:

a) Notification of changes in business registration content;

b) Decision in writing and copy of the Minutes of the General Meeting of Shareholders on the issuance of public offering shares to increase the charter capital, specifying the number of shares offered and entrusting the Board of Directors to handle the registration procedures for increasing the charter capital after the end of each share offering period;

c) Decision in writing and copy of the Minutes of the Board of Directors meeting of the joint-stock company on the registration of increasing the charter capital after the end of each share offering period.

Article 23. Registration of changes in tax registration content without changing business registration content

1. Enterprises that change tax registration content without changing business registration content shall implement in accordance with Article 45 of Decree No. 43/2010/NĐ-CP.

2. Notification of changes in tax registration information shall be carried out using the form prescribed in Appendix II-6 issued together with this Circular.

3. Within five working days from the date of receiving the valid dossier of the enterprise, the Business Registration Department shall update data into the National Enterprise Registration Information System to transfer information to the database of the General Tax Department, and simultaneously retain the Notification in the enterprise registration dossier.

Article 24. Procedure and formalities for registering dissolution of enterprises

1. Before implementing the dissolution registration procedures, the enterprise must complete the procedures to terminate the operations of its branches, representative offices, and business locations at the Provincial Business Registration Department where the branch, representative office, or business location is located.

2. Within seven working days from the date of completion of the enterprise dissolution and settlement of all debts, the legal representative of the enterprise shall submit the dissolution dossier to the Provincial Business Registration Department. The dissolution dossier of the enterprise includes documents as prescribed in Clause 3, Article 40 of Decree No. 102/2010/NĐ-CP.

3. Within two working days from the date of receiving the valid dissolution dossier of the enterprise, the Provincial Business Registration Department shall notify the provincial tax authority and provincial police authority about the enterprise's dissolution. The notification of the enterprise's dissolution registration shall be carried out using the form prescribed in Appendix V-12 issued together with this Circular.

4. Within seven working days from the date of receiving the valid dissolution dossier of the enterprise, the Provincial Business Registration Department shall issue a notification that the enterprise has been dissolved and remove the enterprise name from the Business Registration Book if the tax authority and police authority do not have other requirements. The notification of the enterprise's dissolution shall be carried out using the form prescribed in Appendix V-13 issued together with this Circular.

5. For incomplete dissolution dossiers, the Provincial Business Registration Department shall issue a notification requesting the enterprise to amend and supplement the dossier. If the enterprise already has a Police Authority Confirmation Certificate regarding the cancellation of the seal, the supplementary or amended documents required by the Provincial Business Registration Department do not need to be stamped.

Article 25. Documents and procedures for terminating the existence of a company being divided, merged, or consolidated

1. Within ten working days from the date all companies formed through division, merger, or consolidation have completed their registration to establish, and the company undergoing division, merger, or consolidation has completed its business registration procedures, such company shall submit a Notice on the termination of its existence to the Provincial Business Registration Office where its headquarters is located, in accordance with the form prescribed in Appendix II-17 attached hereto.

The Notice must be accompanied by copies of the decision to divide the company, copies of the merger agreement, and copies of the consolidation agreement of the company.

2. Within seven working days from the date of receiving complete documents, the Business Registration Office shall verify information in the National Enterprise Registration Database and issue a Notice on the removal of the name of the enterprise due to division, merger, or consolidation, in accordance with the form prescribed in Appendix V-14 attached hereto.

Article 26. Registration of activities of dependent units of enterprises after conversion into a limited liability company or joint stock company

After a state-owned enterprise has been issued a Certificate of Enterprise Registration converting it into a limited liability company or joint stock company; a limited liability company converted into a joint stock company and vice versa; a sole proprietorship converted into a limited liability company; branches and representative offices of these enterprises shall implement changes to their business registration content in accordance with Article 47 of Decree No. 43/2010/NĐ-CP and this Circular.

Article 27. Termination of branch, representative office, and business location operations

1. When terminating the operation of a branch, representative office, or business location, the enterprise shall submit a Notice on the termination of the branch, representative office, or business location operation to the Provincial Business Registration Office where the branch, representative office, or business location is located.

For the termination of branch or representative office operations, the Notice must be accompanied by:

a) The decision of the Owner of a sole proprietorship, the Owner or Chairman of the Board of Members or Chairman of the company for a single-member limited liability company, the Board of Members for a limited liability company with two or more members, the Board of Directors for a joint stock company, or the general partners for a partnership regarding the termination of the branch or representative office operations;

b) A certificate from the tax authority confirming that all tax obligations have been fulfilled in the case of terminating branch operations;

c) A certificate from the police authority confirming the cancellation of the seal of the branch or representative office.

2. Upon receipt of the notice, the Business Registration Office shall enter the information into the National Enterprise Registration Information System, remove the names of subordinate business locations under the branch, and reclaim the Certificate of Branch Operation Registration or Representative Office Registration upon termination of branch or representative office operations; remove the business location from the Certificate of Enterprise Registration or Branch Operation Registration upon termination of business location operations; and simultaneously issue a Notice on the termination of branch, representative office, or business location operations.

Chapter IV

ENTERPRISE REGISTRATION THROUGH ELECTRONIC NETWORK

Article 28. Application of Business Registration through Electronic Network

1. Organizations and individuals have the right to choose between registering a business through an electronic network or submitting registration documents directly at the Business Registration Office. The Business Registration Office encourages and facilitates organizations and individuals to understand information and implement business registration through an electronic network.

2. To register a business through an electronic network, organizations and individuals may use public digital signatures or use a Business Registration Account.

3. To create favorable and safe conditions for founders and businesses when implementing registration through an electronic network, based on actual circumstances and technical infrastructure conditions, the application of registration through an electronic network will be implemented gradually according to different business registration cases. Cases applying business registration through an electronic network are reflected on the National Business Registration Information Portal.

Article 29. Validity of Business Registration Documents through an Electronic Network

Business registration documents through an electronic network are considered valid when they meet the following requirements:

1. All business registration information must be fully and accurately entered according to the information in electronic documents.

2. There must be complete documents as required, similar to those submitted in paper form and converted into electronic documents. The name of the electronic document must correspond to the name of the type of document in the paper-based registration file.

3. In cases where public digital signatures are used, the number of signatures and signatories in the electronic registration file must correspond to the number and signatories in the paper-based registration file.

For cases not using public digital signatures, the electronic registration file must be verified with the Business Registration Account of the legal representative.

Article 30. Procedure and Formalities for Business Registration through an Electronic Network Using Public Digital Signatures

1. The founder of the business declares information, downloads electronic documents, signs digitally into the electronic registration file, and pays fees through an electronic network according to the process on the National Business Registration Information Portal.

2. After completing the process of submitting the registration file, the founder of the business will receive an electronic receipt for the business registration file.

3. The Business Registration Office is responsible for reviewing and sending notifications through the network to the business requesting modifications or supplements to the file if it is not valid. When the file meets the conditions for issuing a Business Registration Certificate, the Business Registration Office sends information to the tax authority to generate a business code. Upon receiving the business code from the tax authority, the Business Registration Office issues the Business Registration Certificate.

4. The business can receive the Business Registration Certificate directly at the Business Registration Office or register and pay fees to receive it via postal service.

5. The procedure for business registration through an electronic network stipulated in this Article also applies to the establishment of branches, representative offices, and notification of business locations.

Article 31. Procedure and Formalities for Business Registration Not Using Public Digital Signatures

1. The founder of the business declares information, downloads electronic documents of personal identification papers at the National Business Registration Information Portal to obtain a Business Registration Account.

2. The founder of the business uses the Business Registration Account to declare information, download electronic documents, verify the file, and pay fees through an electronic network according to the process on the National Business Registration Information Portal.

3. After completing the process of submitting the registration file, the founder of the business will receive an electronic receipt for the business registration file.

4. The Business Registration Office is responsible for reviewing and sending electronic notifications to the business requesting modifications or supplements to the file if it is not valid. When the file meets the conditions for issuing a Business Registration Certificate, the Business Registration Office sends information to the tax authority to generate a business code. Upon receiving the business code from the tax authority, the Business Registration Office notifies the business electronically about the issuance of the Business Registration Certificate.

5. After receiving the notification about the issuance of the Business Registration Certificate, the founder of the business must submit a set of paper-based registration documents along with the electronic receipt for the business registration file to the Business Registration Office.

6. After receiving the paper-based documents, the Business Registration Office compares the contents of the file with the electronic file submitted by the business and issues the Business Registration Certificate to the business if the comparison is consistent.

If within thirty days from the date of notification about the issuance of the Business Registration Certificate, the Business Registration Office does not receive the paper-based documents, the electronic registration file of the business will lose its validity.

7. The business can receive the Business Registration Certificate directly at the Business Registration Office or register and pay fees to receive it via postal service.

8. The person submitting the documents is responsible for the completeness and accuracy of the paper-based registration file compared to the electronic file submitted. If the paper-based registration file is inaccurate compared to the electronic file and the person submitting the documents does not notify the Business Registration Office at the time of submission, it will be considered as falsifying the file and will be handled according to Article 60 of Decree No. 43/2010/NĐ-CP.

9. The procedure for business registration through an electronic network stipulated in this Article also applies to the establishment of branches, representative offices, and notification of business locations.

Article 32. Payment of Fees and Charges through Electronic Networks

1. The method of paying fees and charges through electronic networks is supported on the National Enterprise Registration Information Portal.

2. When transaction errors occur during the use of electronic payment services, organizations and individuals making payments through electronic networks shall contact the intermediary organization providing electronic payment services for resolution.

3. The fee for using electronic payment services shall not be included in the registration fee, information provision fee, and announcement fee for enterprise registration.

Article 33. Handling Violations, Complaints, and Disputes Related to Public Digital Signatures and Business Registration Accounts

The identification and handling of disputes, complaints, and violations related to the management and use of public digital signatures and business registration accounts shall be carried out in accordance with the provisions of the law.

Chapter V

HANDLING VIOLATIONS IN ENTERPRISE REGISTRATION AND PROCEDURES FOR WITHDRAWING THE ENTERPRISE REGISTRATION CERTIFICATE

Article 34. Cases Where Changes to Enterprise Registration Content Are Not Registered

1. An enterprise shall not register changes to its registration content in the following cases:

a) It has been issued a Notice by the Business Registration Office regarding the violation of the enterprise that falls under the category of revoking the Enterprise Registration Certificate or has been issued a Decision to Revoke the Enterprise Registration Certificate;

b) It is currently undergoing liquidation pursuant to a liquidation decision of the enterprise;

c) At the request of the Court or Enforcement Agency.

2. Enterprises specified in Clause 1 of this Article may continue to register changes to their registration content in the following cases:

a) It has taken measures to rectify the violations as required in the Notice regarding the violation of the enterprise that falls under the category of revoking the Enterprise Registration Certificate and such measures have been accepted by the Business Registration Office;

b) It must register changes to certain registration contents to serve the liquidation process and complete the liquidation dossier as prescribed. In this case, the change registration dossier must include an explanatory document from the enterprise regarding the reasons for the change;

c) It has implemented the decision of the Court or Enforcement Agency and received approval from the Court or Enforcement Agency.

Article 35. Supplementing Information Related to Enterprise Activities into the National Enterprise Registration Database

1. The provincial Business Registration Office shall review and update information about enterprises within its jurisdiction into the National Enterprise Registration Database to support state management work.

2. Information related to enterprise activities that is updated to support state management work includes:

a) Documents and decisions sent by Courts, Enforcement Agencies, police agencies, tax agencies, inspection agencies, and other state management agencies to the Business Registration Office;

b) Notices of enterprise violations and Decisions to Revoke the Enterprise Registration Certificate directly issued by the Business Registration Office;

c) Information on enterprises that have closed their tax codes but have not registered for liquidation, and enterprises that have ceased operations but have not completed the procedures to close their tax codes within the jurisdiction, as provided by the tax agency to the business registration agency.

Article 36. Handling cases of false and inaccurate declaration of business registration files

1. In case information declared in the business registration file is found to be false or inaccurate, the Provincial Business Registration Office shall notify the competent state agency to handle it according to the provisions of the law. After the decision on handling the violation by the competent state agency, the Business Registration Office requests the enterprise to resubmit the file to reissue the Enterprise Registration Certificate.

2. If the enterprise does not submit the file for reissuing the Enterprise Registration Certificate within the notified deadline, the Business Registration Office shall request the enterprise to report in accordance with Point c Clause 1 Article 163 of the Enterprise Law.

Article 37. Determination and announcement of violations of enterprises subject to revocation of Enterprise Registration Certificates

1. Before issuing the Notice on the violation of enterprises subject to revocation of Enterprise Registration Certificates and issuing the Decision to revoke Enterprise Registration Certificates, if necessary, the Business Registration Office may invite representatives from the Department of Planning and Investment's Inspectorate and related agencies such as tax authorities, People's Committee at district level, industry management departments, etc., to attend a joint meeting to determine the enterprise's violation.

2. Within two working days from the date of issuance of the Notice on the violation of enterprises subject to revocation of Enterprise Registration Certificates and the Decision to revoke Enterprise Registration Certificates, the Business Registration Office shall send the Notice and the Decision to revoke Enterprise Registration Certificates to the main office address of the enterprise and publish the information on the national business registration portal.

Article 38. Procedure and formalities for revoking Enterprise Registration Certificates due to false content in business registration files

1. In case the business establishment registration file is fake, the Business Registration Office shall issue the Notice on the violation of enterprises subject to revocation of Enterprise Registration Certificates, and simultaneously issue the Decision to revoke Enterprise Registration Certificates.

2. In case the content declared in the business registration file for changing business registration content is determined to be fake:

a) The Business Registration Office shall issue the Notice on the violation of enterprises subject to revocation of Enterprise Registration Certificates, and simultaneously decide to cancel the Enterprise Registration Certificate issued based on the fake information and reissue the Enterprise Registration Certificate based on the most recent valid file.

The enterprise may combine legitimate changes in canceled registrations to obtain a new change registration.

b) The Business Registration Office will not resolve disputes or issues arising from the fake file between the enterprise and other organizations or individuals or within the enterprise itself.

Chapter VI

BUSINESS HOUSEHOLD REGISTRATION

Article 39. Forms of documents used in business household registration

1. The application for business household registration shall be carried out according to the form prescribed in Appendix III-1 attached hereto.

2. The list of individuals contributing capital to establish a business household shall be carried out according to the form prescribed in Appendix III-2 attached hereto.

3. The business household registration certificate shall be carried out according to the form prescribed in Appendix VI-1 attached hereto.

4. The notice of temporary suspension of business operations of a business household shall be carried out according to the form prescribed in Appendix III-4 attached hereto.

5. The notice on the violation of business households subject to revocation of business household registration certificates and other notices of the county-level business registration authority shall be carried out according to the form prescribed in Appendix VI attached hereto.

6. The decision on the revocation of business household registration certificates shall be carried out according to the form prescribed in Appendix VI-4 attached hereto.

Article 40. Name of Business Household

1. The establishment of the name of a business household shall be carried out in accordance with the provisions of Article 56 of Decree No. 43/2010/NĐ-CP.

2. The list of letters to be used in establishing the name of a business household shall be implemented in accordance with the provisions set forth in Appendix VII-1 attached hereto.

3. A business household shall not use the terms "company" or "enterprise" when establishing its name.

Article 41. Right to Register a Business Household and Changes to Registered Information of a Business Household

1. Individuals specified in Clause 1 of Article 50 of Decree No. 43/2010/NĐ-CP are only entitled to register one business household nationwide and are entitled to contribute capital or purchase shares in enterprises as individuals.

2. The registration of changes to the registered information of a business household shall be carried out in accordance with the provisions of Article 55 of Decree No. 43/2010/NĐ-CP. Notifications of changes to the registered information of a business household shall be made using the form prescribed in Appendix III-3 attached hereto.

3. When changing the previously registered business activities, the head of the business household or the representative of the business household shall submit a notification of changes to the registered information of the business household to the Registration Authority at the district level where the registration was made.

Upon receipt of the application, the Registration Authority at the district level shall issue a Receipt Form according to the model prescribed in Appendix VI-5 attached hereto and issue a Certificate of Business Registration for the business household within five working days from the date of receiving a valid application.

Article 42. Termination of Business Household Activities

When terminating business operations, the business household must submit a Notification of Termination of Operations according to the model prescribed in Appendix III-5 attached hereto and return the original Certificate of Business Registration to the Registration Authority at the district level where the registration was made, while simultaneously settling all debts, including tax arrears and unfulfilled financial obligations.

Article 43. Revocation of the Certificate of Business Registration

1. Cases of revoking the Certificate of Business Registration shall be carried out in accordance with the provisions of Article 61 of Decree No. 43/2010/NĐ-CP.

2. In cases where a business household does not conduct business activities within six months from the date of issuance of the Certificate of Business Registration, or ceases business operations continuously for more than six months without notifying the Registration Authority at the district level where the registration was made, the Registration Authority shall notify in writing about the violation and request the representative of the business household to come to the Registration Authority to explain. If, after ten working days from the end date stated in the notice, the person requested has not come or if the explanation is not accepted, the Registration Authority shall issue a decision to revoke the Certificate of Business Registration.

3. In cases where a business household transfers its place of business to another district, town, or city, after receiving the notification from the business household regarding the transfer to another district-level unit, the Registration Authority shall issue a Decision to Revoke the Certificate of Business Registration.

4. In cases where a business household engages in prohibited industries or professions, the Registration Authority shall issue a Notice of Violation and issue a Decision to Revoke the Certificate of Business Registration.

5. In cases where a business household is established by persons who are not entitled to establish a business household:

a) If the business household is established by an individual who is not entitled to establish a business household, the Registration Authority shall issue a Notice of Violation and issue a Decision to Revoke the Certificate of Business Registration.

b) If the business household is established by a group of individuals and one of those individuals is not entitled to establish a business household, the Registration Authority shall issue a Notice of Violation and require the business household to change that individual within fifteen working days from the date of the notice. If the business household fails to make the change within this period, the Registration Authority shall issue a Notice of Violation and issue a Decision to Revoke the Certificate of Business Registration.

Chapter VII

SUPPLEMENTATION AND STANDARDIZATION OF INFORMATION ON

BUSINESS REGISTRATION AND TAX REGISTRATION

Article 44. Correction of Information in the Enterprise Registration Certificate

The correction of information in the Enterprise Registration Certificate as prescribed in Article 30 of Decree No. 43/2010/NĐ-CP shall be carried out as follows:

1. In case an enterprise discovers that the content in the Enterprise Registration Certificate is not accurate compared to the content of the enterprise registration dossier, the enterprise shall submit a request for correction of information according to the form specified in Appendix II-12 attached hereto to request the Business Registration Department to correct the content in the Enterprise Registration Certificate to match the submitted enterprise registration dossier. Upon receipt of the request, the Business Registration Department shall accept the request, examine the dossier, and issue a new Enterprise Registration Certificate within two working days from the date of receipt of the enterprise's request if the information in the enterprise's request is accurate.

2. In case the Business Registration Department discovers that the content in the Enterprise Registration Certificate is not accurate compared to the content of the enterprise registration dossier, it shall notify the enterprise about the correction of the content in the Enterprise Registration Certificate to match the submitted enterprise registration dossier and issue a new Enterprise Registration Certificate for the enterprise within fifteen working days from the date of sending the notification.

3. When receiving the new Enterprise Registration Certificate, the enterprise must return the old Enterprise Registration Certificate.

Article 45. Supplementing and Correcting Content of Information on the Enterprise Registration Certificate or the Enterprise Registration Certificate and Tax Registration in the National Enterprise Registration Database

1. In case an enterprise discovers that the information on the Enterprise Registration Certificate or the Enterprise Registration Certificate and Tax Registration in the National Enterprise Registration Database is missing or inaccurate due to data conversion, the enterprise shall submit a request according to the form specified in Appendix II-11 attached hereto to the Business Registration Department of the province where the main office is located to supplement or correct the information. The request must be accompanied by a copy of the Enterprise Registration Certificate or the Enterprise Registration Certificate and Tax Registration.

Within five working days from the date of receipt of the enterprise's request, the Business Registration Department where the enterprise's main office is located shall be responsible for supplementing or correcting the information on the Enterprise Registration Certificate or the Enterprise Registration Certificate and Tax Registration in the National Enterprise Registration Database.

2. In case the Business Registration Department discovers that the information on the Enterprise Registration Certificate or the Enterprise Registration Certificate and Tax Registration in the National Enterprise Registration Database is missing or inaccurate compared to the paper certificate, within five working days from the date of discovery, the Business Registration Department shall supplement or correct the information on the Enterprise Registration Certificate or the Enterprise Registration Certificate and Tax Registration in the National Enterprise Registration Database.

Article 46. Standardization of data for cases where enterprises have not registered tax codes or there are discrepancies between business registration and tax registration information.

1. Based on the enterprise registration database after conversion, which includes business registration data and tax registration data, the Provincial Business Registration Department sends a notification to review and update business registration and tax registration information according to the form prescribed in Appendix V-3 issued together with this Circular to each enterprise and requests the enterprise to:

a) Send a notification to update accurate information about the enterprise according to the form prescribed in Appendix II-7 issued together with this Circular to the Provincial Business Registration Department within thirty working days from the date of signing the notification.

If the Provincial Business Registration Department does not receive the enterprise's notification beyond the above period, the Business Registration Department requires the enterprise to explain the reasons and submit a report as prescribed at Point c Clause 1 Article 163 of the Enterprise Law.

In case the enterprise fails to submit a report as prescribed at Point c Clause 1 Article 163 of the Enterprise Law within three months from the date the Business Registration Department issues a written request, the enterprise will have its Enterprise Registration Certificate revoked as prescribed at Point g Clause 2 Article 165 of the Enterprise Law.

b) Register the tax code within thirty working days from the date of receiving the notification in the case where the enterprise has been granted an Enterprise Registration Certificate but has not yet completed the tax registration process. If the enterprise fails to comply with the requirement, it will be subject to legal sanctions under tax laws and have its Enterprise Registration Certificate revoked as prescribed at Point c Clause 2 Article 165 of the Enterprise Law.

c) Report and complete the change registration of enterprise registration content within three months from the date of receiving the notification in the case where the enterprise’s business registration and tax registration contents are inconsistent. If the enterprise fails to comply with the requirements set out herein, it will have its Enterprise Registration Certificate revoked as prescribed at Point g Clause 2 Article 165 of the Enterprise Law.

2. Based on the local enterprise registration database, at least once a year, the Provincial Business Registration Department takes the lead and coordinates with the tax authority and other relevant agencies to implement the standardization of business registration and tax registration data.

Article 47. Updating and Supplementing Information in the Enterprise Registration Certificate and Business Registration Documents

1. Enterprises are responsible for supplementing all missing information in the business registration documents when changing enterprise registration content, including the following information: telephone number, fax number, email address, and website of the enterprise. It is mandatory to include the enterprise's telephone number in the business registration documents. If the enterprise fails to provide the enterprise's telephone number, the application for changing enterprise registration content will be considered invalid as prescribed at Clause 3 Article 4 of the Enterprise Law.

2. Based on the enterprise database in the National Enterprise Registration Database, enterprises are required to update and supplement information in the Enterprise Registration Certificate and business registration documents as prescribed at Clause 6 Article 9 of the Enterprise Law, as follows:

a) In the case where the enterprise only updates and supplements information such as telephone number, fax number, email address, website, and address due to administrative boundary changes, identity card information, or individual addresses in the Enterprise Registration Certificate, the enterprise sends a notification according to the form prescribed in Appendix II-5 issued together with this Circular to the Provincial Business Registration Department where the enterprise's headquarters is located. The Business Registration Department receives the notification and issues the Enterprise Registration Certificate to the enterprise.

b) In the case where the enterprise only updates and supplements information in the business registration documents without changing the content of the Enterprise Registration Certificate, the enterprise sends a notification according to the form prescribed in Appendix II-5 issued together with this Circular to the Provincial Business Registration Department where the enterprise's headquarters is located.

The Business Registration Department supplements the information into the enterprise's file and updates the information into the National Enterprise Registration Database. In this case, the enterprise does not need to pay any fees.

Article 48. Digitization of Information into the National Enterprise Registration Database

1. When issuing enterprise registration certificates, the Provincial Business Registration Department shall digitize information from the documents in the enterprise registration dossier and store it fully in the National Enterprise Registration Database.

2. In cases where the documents in the enterprise registration dossier have not been fully digitized, the Provincial Business Registration Department shall annually develop implementation plans and budget plans to organize the digitization and full storage of information from the documents in the enterprise registration dossier into the National Enterprise Registration Database.

Article 49. Supplementing Local Enterprise Data into the National Enterprise Registration Database

1. Based on local enterprise registration data and existing data in the National Enterprise Registration Database, the Provincial Business Registration Department shall periodically review and compare with actual local data every quarter and annually to supplement missing data into the National Enterprise Registration Database.

2. The Business Registration Department shall be responsible for the accuracy and completeness of enterprise data, affiliated units, and business locations within the National Enterprise Registration Database that are transferred from local business registration data, ensuring that the transferred information matches the original information.

Article 50. Financial Reporting Data

1. Financial reporting data of joint-stock companies transmitted from the Enterprise Financial Reporting System of the General Department of Taxation shall be stored in the National Enterprise Registration Database.

2. The exploitation and use of financial reporting data of joint-stock companies shall comply with the provisions of the Enterprise Law, Accounting Law, Tax Administration Law, and regulations concerning the exploitation and use of enterprise registration data.

Chapter VIII

NATIONAL ENTERPRISE REGISTRATION INFORMATION PORTAL, PROVIDING ENTERPRISE REGISTRATION INFORMATION

Article 51. General Provisions on the National Enterprise Registration Information Portal

1. Organizations and individuals accessing the national enterprise registration information portal shall do so via the website www.dangkykinhdoanh.gov.vn.

2. The national enterprise registration information portal provides the following basic applications:

a) Online enterprise registration;

b) Enterprise registration information service;

c) Publicizing enterprise registration content;

d) Standardizing enterprise registration data;

đ) Enterprise registration reporting system;

e) Content management system.

3. Strictly prohibited are organizations and individuals establishing electronic information websites or portals with names that are identical or misleadingly similar to the National Enterprise Registration Information Portal.

4. Strictly prohibited are acts of obstructing or illegally interfering with the transmission, sending, receiving, altering, deleting, destroying, falsifying, or unauthorized access to the National Enterprise Registration Information System in any form; violators will be dealt with according to the severity of the offense under the law.

5. Strictly prohibited are the use of enterprise registration information for illegal purposes; engaging in the business of enterprise registration information without the approval of the information provider; intentionally distorting the content of enterprise registration information, illegally transferring enterprise registration information to inappropriate parties.

Article 52. Functions of the National Enterprise Registration Information Portal

1. Providing information on the Party's policies and guidelines, State policies and laws on enterprises, enterprise registration, economic and social conditions; promoting and disseminating legal regulations and business guidance documents for enterprise registration, registration files, procedures, and processes.

2. Supporting enterprises and founders to search for enterprise names and conduct electronic enterprise registration, implementing provisions on publishing enterprise registration contents.

3. Providing information on enterprise registration and financial reports of joint-stock companies nationwide.

4. Publishing information on violations by enterprises as prescribed by law.

5. Standardizing data on enterprise registration.

6. Exchanging information with other state agencies' electronic information systems as prescribed by law.

7. Providing other services as prescribed by law.

Article 53. Utilization of Information on the National Enterprise Registration Information Portal

1. Information provided openly and free of charge on the national enterprise registration information portal includes: enterprise name, enterprise code, main office address, legal representative’s name, and the enterprise's legal status.

2. Information on enterprise registration that requires payment:

a) Information on a single enterprise includes:

- Certificate of Enterprise Registration, Certificate of Branch Operation Registration, Representative Office Registration;

- Application for Enterprise Registration;

- Articles of association of the enterprise;

- Financial Report of Joint-Stock Companies;

- Report on the history of enterprise registration documents in the last three years including: information on the most recent enterprise registrations and current enterprise information.

b) Comprehensive report on founders and managers of enterprises in the last three years including: list of enterprises in which specific individuals have participated in founding and managing over the past three years and their roles in those enterprises.

Article 54. Scope of Information Utilization by Provincial Business Registration Departments

1. Provincial Business Registration Departments may utilize information within their local jurisdiction on the national enterprise registration information portal.

2. Provincial Business Registration Departments may access information on Certificates of Enterprise Registration and Comprehensive Reports on Founders and Managers of Enterprises nationwide from the national enterprise registration information portal to provide such information to organizations and individuals upon request.

Article 55. Obligation to Publish Enterprise Registration Content

1. Within thirty days from the date of establishment or change in enterprise registration content, enterprises must publish the enterprise registration content on the national enterprise registration information portal as stipulated in Article 28 of the Enterprise Law and Clause 2 of Article 1 of Decree No. 05/2013/NĐ-CP.

2. Joint-Stock Companies issuing additional common shares and offering them to all existing common shareholders in proportion to their shareholdings must send written notification of the issuance of additional common shares to the registered addresses of the shareholders.

This notification must be published on the national enterprise registration information portal or in three consecutive issues of a newspaper within ten working days from the date of notification.

3. Within seven working days from the date of adopting the dissolution decision as prescribed in Clause 1 of Article 158 of the Enterprise Law, the enterprise must send copies of the dissolution decision to the Business Registration Department, all creditors, interested parties, and employees of the enterprise.

The enterprise must publicly post the dissolution decision at its headquarters and branches and publish this decision on the national enterprise registration information portal.

Article 56. Methods for Proposing the Publication of Business Registration Content

A business may propose to publish the business registration content on the National Enterprise Registration Information Portal through the following methods:

1. Directly at the Provincial Business Registration Office. After receiving the request to publish the business registration content, the Provincial Business Registration Office will transfer the request to the Business Registration Support Center under the Department of Business Registration for processing and publication on the National Enterprise Registration Information Portal;

2. Directly at the Business Registration Support Center under the Department of Business Registration;

3. Through the National Enterprise Registration Information Portal.

Chapter IX

IMPLEMENTING PROVISIONS

Article 57. Effectiveness

1. This Circular takes effect from April 15, 2013.

2. This Circular replaces Circular No. 14/2010/TT-BKH dated June 4, 2010 of the Ministry of Planning and Investment guiding certain contents regarding the documents, procedures, and processes for enterprise registration as prescribed in Decree No. 43/2010/NĐ-CP dated April 15, 2010 of the Government on enterprise registration.

Article 58. Responsibilities for Implementation

1. The Departments of Planning and Investment of provinces and centrally governed cities, county-level business registration agencies, businesses established under the Law on Enterprises, founders of enterprises, individual households, and related organizations and individuals are responsible for implementing this Circular.

2. During implementation, if there are any difficulties, it is requested that relevant organizations and individuals promptly reflect them to the Ministry of Planning and Investment for study, amendment, and supplementation./.