Decree No. 02/2000/ND-CP on Business Registration

DECREE
Regarding Business Registration

_________

 THE GOVERNMENT

Pursuant to the Law on Government Organization dated September 30, 1992;

Pursuant to the Enterprise Law No. 13/1999/QH10 dated June 12, 1999;

At the proposal of the Minister of Planning and Investment,

DECREE:

PART I
GENERAL PROVISIONS

Article 1. Scope of application

This Decree stipulates the registration authority for business and the registration process for enterprises operating under the Enterprise Law and individual households engaged in business.

Article 2. Right to Business Registration

1- Establishing an enterprise and registering for business in accordance with the law is a right of citizens and organizations protected by the state.

2- Ministries, ministerial-level agencies, government agencies, provincial People's Committees, and municipal People's Committees directly under the central government shall not issue regulations on business registration applicable only to specific industries or localities.

3- It is strictly prohibited for business registration authorities to harass or cause undue inconvenience to organizations and individuals when receiving applications and processing business registration and changes to business registration information.

Chapter II
TASKS, POWERS, AND ORGANIZATIONAL STRUCTURE
OF THE BUSINESS REGISTRATION AUTHORITY

Article 3. Business Registration Authority

1- The business registration authority is organized at the provincial level (hereinafter referred to as the provincial level) and at the district level (hereinafter referred to as the district level), including:

a) The Business Registration Department within the Provincial Department of Planning and Investment (hereinafter referred to as the Provincial Business Registration Department).

b) The Business Registration Department under the District People's Committee (hereinafter referred to as the District Business Registration Department).

2- The Provincial Business Registration Department and the District Business Registration Department have their own seals.

Article 4. Tasks, powers, and responsibilities of the Provincial Business Registration Department.

1- Receiving business registration applications, examining the validity of business registration applications, and issuing the Certificate of Business Registration to enterprises.

2- Advising applicants on the conditions required for certain businesses and the conditions for conducting such businesses.

3- Building and managing a system of information on enterprises within the locality, providing information on enterprises within the locality to the Provincial People's Committee, relevant departments, and the Ministry of Planning and Investment periodically, and to organizations and individuals upon request.

4- Requesting enterprises to report on their business operations when deemed necessary according to Clause 3, Article 116 of the Enterprise Law; urging enterprises to comply with the annual financial reporting regime as stipulated in Article 118 of the Enterprise Law.

5- After issuing the Certificate of Business Registration, if inaccuracies, incompleteness, or falsifications are discovered in the information declared in the business registration application, then notify the enterprise to correct the information. If no correction notification is received from the enterprise within fifteen days from the date of notification, proceed to verify the contents of the business registration application. After verification and determination of the extent of violation of business registration regulations, handle the matter directly within administrative authority or refer it to the competent state agency for handling according to the law.

6- Revoking the Certificate of Business Registration from enterprises that violate the provisions set out in Clause 3, Article 121 of the Enterprise Law.

Article 5. Tasks, powers, and responsibilities of the District Business Registration Department.

1- Receiving business registration applications from individual households, examining the validity of the business registration applications, and issuing the Certificate of Business Registration to individual households.

2- Advising applicants on the conditions required for certain businesses and the conditions for conducting such businesses.

3- Building and managing a system of information on individual households within the locality; regularly reporting to the District People's Committee and the Provincial Business Registration Department about individual households.

4- Cooperating with the Provincial Business Registration Department to verify the contents of business registration applications for enterprises headquartered within the district.

5- Revoking the Certificate of Business Registration from individual households in the following cases:

a) Not commencing business activities within thirty days from the date of issuance of the Certificate of Business Registration;

b) Ceasing business activities continuously for more than thirty days without notifying the District Business Registration Department where the business registration was made.

c) Moving the place of business to another district or city;

d) Engaging in prohibited businesses.

Article 6. Tasks, powers, and responsibilities of the Ministry of Planning and Investment regarding business registration.

1- Issuing professional and technical documents, forms, and templates serving the business registration process within its authority.

2- Training and enhancing the skills of staff involved in business registration.

3- Establishing a reporting system on business registration work and monitoring compliance with this system nationwide.

4- Building and managing a national system of information on enterprises; providing information on enterprises to related government agencies periodically and to organizations and individuals upon request.

5- Publishing bulletins on enterprises to announce information on establishment, dissolution, bankruptcy of enterprises, changes to business registration information, and other business-related laws.

6- International cooperation in the field of business registration.

Chapter III
PROCEDURE AND REGISTRATION REQUIREMENTS FOR BUSINESS REGISTRATION OF ENTERPRISES OPERATING UNDER THE ENTERPRISE LAW

Article 7. Business Registration Documents.

1- Business registration documents for limited liability companies and joint-stock companies include:

a) A business registration form prepared according to the model prescribed by the Ministry of Planning and Investment;

b) The company's charter;

c) A list of members for limited liability companies with two or more members, and a list of founding shareholders for joint stock companies.

For companies operating industries and trades that require a minimum capital, they must also have confirmation from the competent authority or a valid certificate proving the company's capital.

For companies operating in industries requiring a practice certificate, a certified copy of the practice certificate of one of the company managers as specified in Clause 12, Article 3 of the Enterprise Law must be included.

2- Business registration documents for partnership companies include:

a) A business registration form prepared according to the model prescribed by the Ministry of Planning and Investment;

b) The company's charter;

c) A list of general partners.

For companies operating industries and trades that require a minimum capital, they must also have confirmation from the competent authority or a valid certificate proving the company's capital.

For companies operating industries and trades that require a practice license, they must also have a certified copy of the practice license of the general partners.

3- Business registration documents for private enterprises include:

A business registration form prepared according to the model prescribed by the Ministry of Planning and Investment.

For sole proprietorships operating industries and trades that require a minimum capital, they must also have confirmation from the competent authority or a valid certificate proving the sole proprietorship's capital.

For private enterprises operating in industries requiring a practice certificate, a certified copy of the practice certificate of the private enterprise owner or the General Manager must also be included.

Article 8. Procedure and Formalities for Business Registration

The procedure and process for business registration are carried out as follows:

1- The person establishing the enterprise or the representative shall submit the application dossier in accordance with Article 7 of this Decree at the Provincial Business Registration Office where the enterprise's main office is located. The legal representative of the enterprise is responsible for the accuracy and truthfulness of the content of the business registration dossier.

The Provincial Business Registration Office shall not require the person establishing the enterprise to submit any additional documents other than those specified in Article 7 of this Decree for each type of enterprise.

2- The Provincial Business Registration Office receives the business registration dossier. Upon receipt of the dossier, the Provincial Business Registration Office must issue a receipt confirming the receipt of the dossier to the person submitting it.

3- The Provincial Business Registration Office issues the Business Registration Certificate to the enterprise within fifteen days from the date of receiving the dossier if:

a) The industry or trade does not belong to the list of prohibited industries or trades;

b) The enterprise name is established in accordance with Clause 1, Article 24 of the Enterprise Law;

c) The business registration documents are valid as prescribed in Clause 3, Article 3 of the Enterprise Law;

d) The business registration fee has been fully paid as prescribed.

After obtaining the Business Registration Certificate, the enterprise may have its seal engraved and use its own seal.

4- In case the dossier is not valid or the enterprise name is not established in accordance with the regulations, the Provincial Business Registration Office must notify the person establishing the enterprise in writing within seven days from the date of receiving the dossier. The notification must clearly state the content that needs to be amended and the method of amendment. If there is no notification beyond the said period, the enterprise name will be deemed accepted, and the business registration dossier will be considered valid.

5- If, after fifteen days from the date of submitting the business registration dossier, the enterprise does not receive the Business Registration Certificate, the person establishing the enterprise has the right to lodge a complaint with the Provincial Business Registration Office which received the business registration dossier. If there is no response from the Provincial Business Registration Office within seven days from the date of submitting the complaint, the person establishing the enterprise has the right to appeal to the People's Committee of the province or file a lawsuit with the Administrative Court of the province where the business registration dossier was submitted, in accordance with the law.

6- From the date of issuance of the Business Registration Certificate, the enterprise has the right to conduct business without having to obtain permission from any state agency, except for enterprises operating in industries or professions that require conditions.

7- Within seven days from the date of issuing the Business Registration Certificate to the enterprise, the Provincial Business Registration Office sends a copy of the Business Registration Certificate to the Ministry of Planning and Investment, tax authority, statistical authority, economic and technical management agency at the same level, and the District Business Registration Office where the enterprise's main office is located.

8- The Business Registration Certificate issued by the Provincial Business Registration Office is effective throughout the country.

Article 9. Registration of Branches and Representative Offices

1- When establishing branches or representative offices, the enterprise must notify the Provincial Business Registration Office where the branch or representative office is located. The content of the notification includes:

a) The name and address of the enterprise's main office;

b) Industry and business activities;

c) The full name, signature, and place of residence of the enterprise's legal representative;

d) The name and address of the branch or representative office's main office;

đ) The content and scope of activities of the branch or representative office;

e) The full name and place of residence of the head of the branch or representative office.

2- Accompanying the notification provided for in Clause 1 of this Article, there must be:

a) A copy of the Enterprise Registration Certificate of the enterprise;

b) A copy of the Company Charter for limited liability companies, joint-stock companies, and partnerships;

3- If the industry or profession of the branch is consistent with the industry or profession of the enterprise, and the content of the representative office's activities is consistent with the enterprise's activities, then within seven days from the date of receiving the notification, the Provincial Business Registration Office shall issue the Business Registration Certificate for the branch or representative office's activities.

After receiving the Business Operation Registration Certificate, the branch or representative office may have its seal engraved and use it.

If, after seven days from the date of sending the notification provided for in Clause 1 of this Article to the Provincial Business Registration Office, the branch or representative office has not been issued the Business Registration Certificate for its activities, the enterprise has the right to lodge a complaint in accordance with Clause 5 of Article 8 of this Decree.

4- In case the enterprise establishes a branch or representative office in a province or city different from where the enterprise's main office is located, within seven days from the date of issuance of the Business Registration Certificate for the branch or representative office's activities, the enterprise must notify in writing the Provincial Business Registration Office where the enterprise's main office is located and supplement the business registration dossier.

5- The establishment of branches or representative offices of enterprises abroad shall be carried out in accordance with the laws of that country.

Within fifteen days from the date of officially opening a branch or representative office abroad, the enterprise must notify in writing the Provincial Business Registration Office where the enterprise's main office is located to supplement the business registration dossier.

Article 10. Registration of Additional or Changed Industries and Professions

1- When registering additional or changed industries or professions, the enterprise shall send a notification to the Provincial Business Registration Office where the enterprise has registered. The content of the notification includes:

a) The name of the enterprise, business registration number, and the date of issuance of the Business Registration Certificate;

b) The address of the enterprise's main office;

c) Registered business sectors and activities;

đ) The industry or profession being registered for addition or change;

đ) The full name, signature, and place of residence of the enterprise's legal representative.

For additional industries or professions requiring statutory capital, confirmation from the competent authority or a legal certificate proving the enterprise's capital is also required.

For additional industries or professions requiring a professional certificate, a certified copy of the professional certificate according to the regulations is also required.

2- Upon receipt of the notification, the Provincial Business Registration Office must issue a receipt and record the additional or changed industry or profession registration on the original Business Registration Certificate of the enterprise within seven days from the date of receiving the notification.

After the seven-day period mentioned above, if the enterprise has not been registered for supplementary or changed business operations, the enterprise still has the right to conduct those business operations, except in cases where the supplementary or changed business operations are conditional business operations.

Article 11. Registration for changing the main office address of the enterprise

1- When transferring the main office address within the province or centrally governed city, the enterprise shall notify the Provincial Business Registration Office. The notification shall include:

a) The name of the enterprise, business registration number, and date of issuance of the Enterprise Registration Certificate;

b) The address of the enterprise's main office;

c) The proposed new main office address;

đ) The full name, signature, and place of residence of the enterprise's legal representative.

Upon receipt of the notification, the Provincial Business Registration Office must issue a receipt and record the date of registration for the change of the main office address on the original Enterprise Registration Certificate within seven days from the date of receipt of the notification.

After the seven-day period mentioned above, if the enterprise has not been registered for the change of the main office address, the enterprise still has the right to move to the new office, but must notify all creditors of the new office address before the transfer.

2- When transferring the main office address to another province, the enterprise shall notify the Provincial Business Registration Office where the enterprise has registered and the Provincial Business Registration Office where the enterprise plans to establish its new main office. The notification shall include:

a) Name of the business, business registration number, date and place of issuance of the Business Registration Certificate;

b) The address of the enterprise's main office;

c) The proposed new main office address;

d) Name, signature, and place of residence of the legal representative of the enterprise.

Accompanying the notification sent to the Provincial Business Registration Office where the enterprise plans to establish its new main office, there must be the Company Charter and a list of members for limited liability companies with two or more members, a list of founding shareholders for joint-stock companies, and a list of general partners for partnership companies.

In case the name of the enterprise does not match or cause confusion with the name of an enterprise already registered in the area to which the enterprise is moving, then the Provincial Business Registration Office where the enterprise plans to establish its new main office will register the change of the main office address and reissue the Enterprise Registration Certificate to the enterprise within fifteen days from the date of receipt of the notification.

In case the name of the enterprise matches or causes confusion with the name of an enterprise already registered in the area to which the enterprise is moving, then within seven days from the date of receipt of the notification, the Provincial Business Registration Office where the enterprise plans to establish its new main office must inform the enterprise in writing and guide the enterprise to choose a different name and make related changes in the enterprise's documents. In this case, the Provincial Business Registration Office will register the change of the main office address when the enterprise complies with the aforementioned requirements.

Within seven days from the date of issuance of the new Enterprise Registration Certificate, the enterprise must send a certified copy to the Provincial Business Registration Office where the enterprise previously registered.

3- Changing the main office address of the enterprise does not alter the rights and obligations of the enterprise.

Article 12. Registration for changing the name of the enterprise

1- When changing the name, the enterprise shall notify the Provincial Business Registration Office where the enterprise has registered. The notification shall include:

a) The current name of the business; the business registration number and the date of issuance of the Business Registration Certificate;

b) The address of the enterprise's main office;

c) The proposed new name.

d) Name, signature, and place of residence of the legal representative of the enterprise.

2- Upon receipt of the notification, the Provincial Business Registration Office must issue a receipt and record the date of registration for the name change on the original Enterprise Registration Certificate of the enterprise.

In case the proposed new name of the enterprise does not match or cause confusion with the name of an enterprise already registered, then the Provincial Business Registration Office will register the name change and record the new name on the original Enterprise Registration Certificate within seven days from the date of receipt of the notification.

In case the proposed new name of the enterprise matches or causes confusion with the name of an enterprise already registered, then the Provincial Business Registration Office will inform the enterprise in writing and guide the enterprise to choose a different name and register the name change according to the provisions of this Article.

3- Changing the name of the enterprise does not alter the rights and obligations of the enterprise.

Article 13. Registration for changing the legal representative of the enterprise

1- In case a partnership company accepts a partner, expels a partner, or has a partner withdraw from the company, the partnership company shall notify the Provincial Business Registration Office where the company has registered. The notification shall include:

a) The name of the company, the business registration number, and the date of issuance of the Business Registration Certificate;

b) The main office address of the company;

c) The name and place of residence of the new general partner; of the excluded general partner or the general partner who voluntarily withdraws from the company;

d) Signature of all partners or authorized partners.

Upon receipt of the notification, the Provincial Business Registration Office must issue a receipt and record the date of registration for the change of partners on the original Enterprise Registration Certificate of the company within seven days from the date of receipt of the notification.

2- In case of changing the legal representative of a limited liability company or a joint-stock company, the company shall notify the Provincial Business Registration Office where the company has registered. The notification shall include:

a) Name of the company, business registration number, date of issuance of the enterprise registration certificate;

b) The main office address of the company;

c) Name, position, and place of residence of the current legal representative of the company;

d) Name, position, and place of residence of the person replacing the legal representative of the company;

đ) Name and signature of the Chairman of the Board of Members for a single-member limited liability company, and the Chairman of the Board of Directors for a joint-stock company.

Upon receipt of the notification, the Provincial Business Registration Office must issue a receipt and record the date of registration for the change of the legal representative of the company on the original Enterprise Registration Certificate within seven days from the date of receipt of the notification.

Article 14. Registration for changing the investment capital of a private enterprise owner and the charter capital of a company.

1- In case the investment capital of the owner of a private enterprise decreases below the registered investment capital, the owner of the enterprise must notify the Provincial Business Registration Office where the enterprise has registered about the reduction in capital. The notification shall include:

a) The name of the enterprise, business registration number, and date of issuance of the Enterprise Registration Certificate;

b) Name, signature, and place of residence of the enterprise;

c) The main office address of the business;

d) Industry and business activities;

đ) The amount of registered capital investment and the amount of registered capital after reduction;

Upon receiving the notification, the Provincial Business Registration Department shall issue a receipt and record the date of registration for the reduction of capital investment on the original Business Registration Certificate within seven days from the date of receipt of the notification, except in cases provided for in Clause 3 of this Article.

The enterprise owner has the right to increase or decrease their own capital investment without having to declare to the Provincial Business Registration Department if the reduced capital investment is not lower than the registered capital investment.

2- When increasing or decreasing the charter capital, the company sends a notification to the Provincial Business Registration Department where the company has registered. The contents of the notification include:

a) The name of the company, the business registration number, and the date of issuance of the Business Registration Certificate;

b) The main office address of the company;

c) Business activities;

d) Registered charter capital and the charter capital to be registered after the increase or decrease;

đ) Name, signature, and place of residence of the legal representative of the company or of the authorized partner of the limited liability company;

Upon receiving the notification, the Provincial Business Registration Department shall issue a receipt and record the date of registration for the change in charter capital on the original Business Registration Certificate for the company within seven days from the date of receipt of the notification, except in cases provided for in Clause 3 of this Article.

3- For enterprises operating industries and businesses that require a minimum capital, the Provincial Business Registration Department will only register the reduction of capital investment or charter capital if the registered capital after reduction is not lower than the minimum capital required for such industry or business.

Article 15. Notice of Temporary Suspension of Operations

An enterprise temporarily ceasing operations must notify in writing the Provincial Business Registration Department where the enterprise has registered and the tax authority at least fifteen days before ceasing operations. The contents of the notification include:

1- Enterprise name, business registration number, and the date of issuance of the Business Registration Certificate;

2- Main office address of the enterprise;

3- Industry and business activities;

4- Duration of temporary cessation of operations, start date, and end date of the cessation period;

5- Reasons for temporary cessation of operations.

The provincial business registration office receives the notification and records it in the monitoring book.

Article 16. Revocation of the Business Registration Certificate

1- In case an enterprise does not conduct business activities within one year from the date of issuance of the Business Registration Certificate according to Point a, Clause 3, Article 121 of the Enterprise Law, the Provincial Business Registration Department shall send a written notice about the violation and request the enterprise to commence business activities within fifteen days from the date of the notice.

After fifteen days, if the enterprise still does not engage in business activities, the Provincial Business Registration Department shall request the legal representative of the enterprise to come to its office to explain.

If the person requested does not attend, the Provincial Business Registration Department shall publicly announce the enterprise's violation and revoke the Business Registration Certificate.

2- In case an enterprise stops business operations continuously for one year without notifying the Provincial Business Registration Department according to Point b, Clause 3, Article 121 of the Enterprise Law, the Provincial Business Registration Department shall send a written notice about the violation and request the enterprise to report the reasons for the temporary cessation of business and the time of resuming business operations.

After fifteen days, if the enterprise does not report, the Provincial Business Registration Department shall request the legal representative of the enterprise to come to its office to explain.

If the person requested does not attend, the Provincial Business Registration Department shall publicly announce the enterprise's violation and revoke the Business Registration Certificate.

3- In case an enterprise fails to report on its business activities to the Provincial Business Registration Department for two consecutive years according to Point c, Clause 3, Article 121 of the Enterprise Law, the Provincial Business Registration Department shall send a written notice about the violation and request the enterprise to report in writing on its business activities within fifteen days from the date of the notice. After that period, if the enterprise does not report, the Provincial Business Registration Department shall publicly announce the violation and revoke the Business Registration Certificate.

4- In case an enterprise fails to submit reports as prescribed in Clause 3, Article 116 of the Enterprise Law to the Provincial Business Registration Department within six months from the date of the written request according to Point d, Clause 3, Article 121 of the Enterprise Law, within fifteen days from the end of the first notice period, the Provincial Business Registration Department shall send a second notice requesting the enterprise to submit the report as prescribed.

After the end of the second notice period, if the enterprise still does not submit the report as prescribed, the Provincial Business Registration Department shall request the legal representative of the enterprise to come to its office to explain.

If the person requested does not attend, the Provincial Business Registration Department shall publicly announce the violation and revoke the Business Registration Certificate.

5- In case the Provincial Business Registration Department discovers that an enterprise is engaging in prohibited industries or businesses, it shall send a written notice requiring the enterprise to immediately cease such activities. If the enterprise continues to operate in the prohibited industry or business, the Provincial Business Registration Department shall revoke the Business Registration Certificate and simultaneously inform relevant state agencies to handle the matter according to the law.

6- After announcing the violations of the enterprise according to Clauses 1, 2, 3, 4, and 5 of this Article, the Provincial Business Registration Department shall compel the enterprise to go through the liquidation procedures as prescribed in Clause 5, Article 112 of the Enterprise Law and remove the enterprise's name from the business registration book.

7- In case specialized management agencies discover that an enterprise is violating the law, they shall directly handle the matter according to their legal authority or notify the Provincial Business Registration Department where the enterprise has registered to handle the matter.

Chapter IV

BUSINESS REGISTRATION FOR INDIVIDUAL HOUSEHOLD BUSINESSES

Article 17. Individual household business

1- An individual business household is run by an individual or a family, operates at a fixed location, does not regularly hire labor, does not have a seal, and is liable with all of its assets for the business activities.

2- Households engaged in agricultural, forestry, fishery production, salt-making, and individuals selling street food, snacks, and providing low-income services are not required to register for business operations.

Article 18. Right to Business Registration

All Vietnamese citizens who have reached eighteen years of age and possess full capacity for civil conduct; all households have the right to register for business operations as provided in this Chapter, except for minors, persons with limited or lost capacity for civil conduct, those currently being pursued for criminal responsibility, or those serving a prison sentence or having their business rights revoked by a court.

Article 19. Procedures and formalities for registering individual household businesses

1- An individual or the representative of a household submits an application for registration of a sole proprietorship business to the Registration Office at the district level where the business location is situated.

2- The contents of the application for registration of a sole proprietorship business include:

a) Name, signature, and place of residence of the individual or the representative of the household;

b) Business location;

c) Business activities;

d) Business capital;

For industries and trades that require a professional certificate according to laws, ordinances, decrees, a copy of the valid professional certificate of the individual or the representative of the household must be attached to the application.

The Registration Office at the district level shall not request the applicant to submit additional documents other than those specified in this clause.

3- Within seven days from the date of receipt of the application, the Registration Office at the district level shall issue a Business Registration Certificate to the sole proprietorship business if it meets the following conditions:

a) The industry or trade does not belong to the list of prohibited industries or trades;

b) If the individual household business has a specific name, it must not duplicate the name of another registered individual household business within the district;

c) Payment of the prescribed business registration fee.

The Registration Office at the district level has no authority to delay or refuse registration for a sole proprietorship business for any reason.

4- Within seven days from the date of issuance of the Business Registration Certificate, the Registration Office at the district level shall send a copy of the Business Registration Certificate of the sole proprietorship business to the tax authority at the same level.

Article 20. Time of Business Operation

An individual household business may commence business operations after receiving the Business Registration Certificate, except for businesses in regulated industries and trades.

Article 21. Change of Business Registration Content

1- When changing the registered business content, the sole proprietorship business shall notify the Registration Office at the district level where the Business Registration Certificate was issued about the changes.

2- If relocating the business location to another district or county, the sole proprietorship business shall return the Business Registration Certificate to the Registration Office at the district level that issued the certificate and proceed to register the business at the Registration Office at the district level where the new business location is situated.

3- In cases of temporarily suspending business operations for thirty days or more, the sole proprietorship business shall notify the Registration Office at the district level where the Business Registration Certificate was issued and the directly managing tax authority.

4- Upon ceasing business activities, the sole proprietorship business must return the Business Registration Certificate to the Registration Office at the district level where the business was registered.

Chapter V
IMPLEMENTING PROVISIONS

Article 22. Handling of Violations

1- Officials and civil servants who engage in arbitrary behavior, rudeness, harassment, causing difficulties, or inconvenience to organizations or individuals during the process of registering businesses or inspecting registered business contents shall be subject to disciplinary action as prescribed by law.

2- Officials and civil servants who refuse to issue a Business Registration Certificate to individuals who meet the requirements or issue a Business Registration Certificate to individuals who do not meet the requirements shall be subject to disciplinary action or criminal prosecution as prescribed by law depending on the nature and severity of the violation.

In cases where damage is caused by the violation stipulated in this clause, the relevant officers or civil servants must also compensate the organizations or individuals that have suffered losses.

3- Individuals engaging in any of the following violations shall be subject to administrative penalties or criminal prosecution as prescribed by law depending on the nature and severity of the violation:

a) Operating under the form of a private enterprise, limited liability company, joint stock company, partnership, or individual business without registering for business in accordance with this Decree;

b) Continuing to operate after having had their Business Registration Certificate revoked;

c) Failing to truthfully, accurately, and promptly update the contents in the business registration dossier of the enterprise;

d) Intentionally overvaluing contributed assets above their actual value;

d) Failure to submit annual financial reports to the business registration authority or the tax authority, or submission of inaccurate or untruthful reports.

Article 23. Effectiveness

1- This Decree takes effect fifteen days from the date of promulgation; previous regulations contrary to this Decree are abolished.

2- Chapter IV of this Decree replaces Decree No. 66-HĐBT dated March 2, 1992, of the Council of Ministers regarding individuals and groups conducting business with capital lower than the statutory minimum as stipulated in Decree No. 221-HĐBT dated July 23, 1991.

Individuals and business groups operating under Decree No. 66-HĐBT dated March 2, 1992, of the Council of Ministers are not required to reapply for business registration procedures as provided in Chapter IV of this Decree but have the right to exchange their business licenses for business registration certificates. Business licenses issued according to Decree No. 66-HĐBT dated March 2, 1992, of the Council of Ministers that are still within their validity period shall be equivalent to Business Registration Certificates for sole proprietorship businesses as stipulated in this Decree.

Individuals and business groups operating under Decree No. 66-HĐBT dated March 2, 1992, of the Council of Ministers, currently conducting business at two or more locations and regularly hiring labor, must choose a type of enterprise to register for business operations in accordance with the Law on Enterprises.

3- Limited liability companies, joint-stock companies, and private enterprises established in accordance with the Law on Enterprises, the Law on Private Enterprises dated December 21, 1990, the Law Amending and Supplementing Certain Provisions of the Law on Enterprises, and the Law Amending and Supplementing Certain Provisions of the Law on Private Enterprises dated June 22, 1994, are not required to re-register.

Article 24. Implementation guidance

Ministers, heads of ministerial-level agencies, heads of government-affiliated agencies, Chairpersons of People's Committees of provinces and centrally-administered cities are responsible for implementing this Decree. The Minister of Planning and Investment is responsible for guiding and organizing the implementation of this Decree.

The Minister of Planning and Investment is responsible for guiding and organizing the implementation of this Decree./.