Circular No. 02/2019/TT-BKHĐT amending and supplementing certain articles of Circular No. 20/2015/TT-BKHĐT dated December 1, 2015 of the Ministry of Planning and Investment guiding enterprise registration.

CIRCULAR

Amending and supplementing certain Articles of Circular No. 20/2015/TT-BKHĐT dated December 1, 2015 of the Ministry of Planning and Investment guiding business registration December 2015 of the Ministry of Planning and Investment guiding enterprise registration

Pursuant to the Enterprise Law on February6 November 2014;

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

Pursuant to the Law Amending and Supplementing Certain Provisions of the Law on Tax Administration dated November 20, 2012;

Pursuant to the Law on Supporting Small and Medium Enterprises dated June 12, 2017;

Pursuant to Decree No. 78/2015/NĐ-CP dated September 14, 2015 of the Government on business registration;

Pursuant to Decree No. 108/2018/NĐ-CP dated August 23, 2018 of the Government amending and supplementing certain Articles of Decree No. 78/2015/NĐ-CP dated September 14, 2015 of the Government on business registration;

Pursuant to Decree No. 96/2015/NĐ-CP dated October 19, 2015 of the Government detailing certain provisions of the Enterprise Law;

Pursuant to Decree No. 86/2017/NĐ-CP dated July 25, 2017 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Planning and Investment;

At the proposal of the Director of the Department of Business Registration;

The Minister of Planning and Investment issues this Circular amending and supplementing certain Articles of Circular No. 20/2015/TT-BKHĐT dated December 1, 2015 of the Ministry of Planning and Investment guiding business registration.

Article 1. Amending and supplementing certain Articles of Circular No. 20/2015/TT-BKHĐT dated December 1, 2015 of the Ministry of Planning and Investment guiding business registration

1. Amend Article 2 as follows:

“Article 2. Issuing and using various forms for business registration and individual business registration

1. Issuing with this Circular various forms to be used in business registration and individual business registration.

2. The forms issued with this Circular shall be uniformly used throughout the country, replacing the forms issued with Circular No. 20/2015/TT-BKHĐT dated December 1, 2015 of the Ministry of Planning and Investment guiding business registration.”

2. Amending Article 4 as follows:

“Article 4. Documents for business registration in cases where the enterprise passes decisions through written consultation

In cases where the Board of Members of a limited liability company or the General Meeting of Shareholders of a joint stock company passes decisions through written consultation as provided for in the Enterprise Law, the Minutes of the meeting in the business registration documents prescribed in Decree No. 78/2015/NĐ-CP and Decree No. 108/2018/NĐ-CP may be replaced by the Report on the Results of Ballot Counting of the Board of Members for a limited liability company or the Minutes of the Ballot Counting of the General Meeting of Shareholders for a joint stock company.”

3. Amending Clause 1 of Article 5 as follows:

“1. In cases where information about founding shareholders of a joint stock company is changed, the enterprise shall notify the Business Registration Agency at the location of the company's headquarters according to Clause 16 of Article 1 of Decree No. 108/2018/NĐ-CP. The change of information about founding shareholders only applies to unlisted joint stock companies.”

4. Amending Clause 3 of Article 6 as follows:

“3. Reissuing the Certificate of Registration for Branches and Representative Offices, and the Certificate of Registration for Business Locations shall be carried out in accordance with the provisions of Article 58 of Decree No. 78/2015/NĐ-CP and Clause 18 of Article 1 of Decree No. 108/2018/NĐ-CP.”

5. Amending Clauses 3, 4, 5, and 7 of Article 8 as follows:

“3. In cases where the enterprise registers, reports changes in business registration information, suspends operations, resumes operations before the notified deadline, dissolves the enterprise, or reports the seal model of the enterprise, the enterprise shall submit the documents to the Business Registration Agency at the location of the enterprise's headquarters. The documents include the corresponding documents prescribed in Decree No. 78/2015/NĐ-CP, Decree No. 108/2018/NĐ-CP, and the documents prescribed in Clause 1 of this Article.”

“4. In cases where the enterprise registers activities, registers changes in activity registration of branches and representative offices, suspends operations, resumes operations before the notified deadline, terminates operations, or reports the seal model of branches and representative offices, the enterprise shall submit the documents to the Business Registration Agency at the location of the branch or representative office. The documents include the corresponding documents prescribed in Decree No. 78/2015/NĐ-CP, Decree No. 108/2018/NĐ-CP, and the Application for Supplementing and Updating Activity Registration Information prescribed in Appendix II-19 issued with this Circular.

For branches operating under the Investment Certificate, in addition to the aforementioned documents, the application must also include a certified true copy of the Investment Certificate and a certified true copy of the Tax Registration Certificate of the branch.”

“5. In cases where the enterprise registers new establishments, registers changes in activity registration, suspends operations, resumes operations before the notified deadline, or terminates operations of business locations under the enterprise, the enterprise shall submit the documents to the Business Registration Agency at the location of the business location. The documents include the corresponding documents prescribed in Decree No. 78/2015/NĐ-CP, Decree No. 108/2018/NĐ-CP, and the Application for Supplementing and Updating Activity Registration Information prescribed in Appendix II-19 issued with this Circular.”

“7. Upon receipt of the documents from the enterprise, the Business Registration Agency shall issue a Receipt, examine the validity of the documents, and issue the Certificate of Enterprise Registration, Certificate of Activity Registration, Certificate of Change in Enterprise Registration Information, and other certificates as prescribed in Decree No. 78/2015/NĐ-CP and Decree No. 108/2018/NĐ-CP.”

6. Amending Article 14 as follows:

“Article 14. Correction of information in the National Enterprise Registration Database in cases where the Enterprise Registration Certificate or enterprise registration dossier is approved contrary to the prescribed dossier, procedure, and formalities, or where the information declared in the enterprise registration dossier is not truthful or accurate.

1. In cases where the enterprise registration dossier is approved contrary to the prescribed dossier, procedure, and formalities, the Business Registration Department shall implement in accordance with Clause 2, Article 58 of Decree No. 78/2015/NĐ-CP. Based on the valid dossier completed and submitted by the enterprise, the Business Registration Department shall correct the information in the National Enterprise Registration Database before reissuing the Enterprise Registration Certificate or the Confirmation of Change in Enterprise Registration Content.

2. In cases where the information declared in the enterprise registration dossier is not truthful or accurate, the Business Registration Department shall implement in accordance with Clause 18, Article 1 of Decree No. 108/2018/NĐ-CP. Based on the valid dossier completed and submitted by the enterprise, the Business Registration Department shall correct the information in the National Enterprise Registration Database before reissuing the Enterprise Registration Certificate or the Confirmation of Change in Enterprise Registration Content.

7. Amend Point b of Clause 1, Article 18 as follows:

“b) If the enterprise does not receive the feedback notification within the time limit specified in Point a of Clause 1 of this Article, the Business Registration Department shall require the enterprise to report in accordance with Point c of Clause 1 of Article 209 of the Enterprise Law. In case the enterprise fails to submit the report as required by Point c of Clause 1 of Article 209 of the Enterprise Law, the Business Registration Department shall carry out the revocation of the Enterprise Registration Certificate according to the procedures and formalities stipulated in Clause 20, Article 1 of Decree No. 108/2018/NĐ-CP.”

Article 2. Responsibility for Implementation

The Departments of Planning and Investment of provinces and centrally governed cities, business registration agencies at district level, enterprises established under the Enterprise Law, founders of enterprises, individual households, and related organizations and individuals are responsible for implementing this Circular.

Article 3. Implementation Provisions

1. This Circular takes effect from March 11, 2019.

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./.