CIRCULAR
Guidelines for the procedures and formalities for business registration as prescribed in
of the Government on Business Registration
_________________________
Pursuant to Article 24 of Decree No. 02/2000/NĐ-CP dated February 3, 2000 of the Government on Business Registration, the Ministry of Planning and Investment provides detailed guidelines for certain provisions regarding the procedures and formalities for business registration for enterprises and individual households as stipulated in this Decree and the sample forms used in business registration, as follows:
I. BUSINESS REGISTRATION FOR ENTERPRISES OPERATING UNDER THE ENTERPRISE LAW
1. Business Registration Documents
a) For sole proprietorships:
Application for business registration, according to form MĐ-1.
b) For limited liability companies with two or more shareholders:
Application for business registration, according to form MĐ-2.
Company charter, containing contents as prescribed in Clause 2, Article 10 of Decree No. 03/2000/NĐ-CP dated February 3, 2000 of the Government guiding the implementation of certain provisions of the Enterprise Law.
List of shareholders, according to form MDS-1.
c) For joint-stock companies:
Application for business registration, according to form MĐ-3.
Company charter, containing contents as prescribed in Clause 3, Article 10 of Decree No. 03/2000/NĐ-CP dated February 3, 2000 of the Government guiding the implementation of certain provisions of the Enterprise Law.
List of founding shareholders, according to form MDS-2.
d) For limited liability companies with one shareholder:
Application for business registration, according to form MĐ-4.
Company charter, containing contents as prescribed in Clause 2, Article 10 of Decree No. 03/2000/NĐ-CP dated February 3, 2000 of the Government guiding the implementation of certain provisions of the Enterprise Law.
đ) For partnership companies:
Application for business registration, according to form MĐ-5.
Company charter, containing contents as prescribed in Clause 4, Article 10 of Decree No. 03/2000/NĐ-CP dated February 3, 2000 of the Government guiding the implementation of certain provisions of the Enterprise Law.
List of partners, according to form MDS-3.
2. Business registration dossier for enterprises operating in industries and trades requiring statutory capital or professional certificates
a) For enterprises operating in industries and trades requiring statutory capital, the business registration dossier as prescribed in Clause 1 of this Section must include the confirmation from the competent authority confirming the statutory capital determined in accordance with the laws, ordinances, and decrees on statutory capital or a lawful certificate proving the enterprise's capital.
b) For enterprises operating in industries and trades requiring professional certificates as prescribed in Clause 2, Article 6 of Decree No. 03/2000/NĐ-CP, the business registration dossier as prescribed in Clause 1 of this Section must also include a certified copy of the professional certificate of:
The owner of a sole proprietorship or the director managing the enterprise, for sole proprietorships.
One of the members of the Board of Shareholders, or one of the members of the Board of Directors, or the Chairman of the company, or the Director (General Director), or another important management position as prescribed in the Company Charter, for limited liability companies with two or more shareholders.
One of the members of the Board of Directors, or the Director (General Director), or another important management position as prescribed in the Company Charter, for joint-stock companies.
One of the members of the Board of Directors, or the Chairman of the company, or the Director (General Director), or another important management position as prescribed in the Company Charter, for limited liability companies with one shareholder.
All general partners, for partnership companies.
3. Industries and trades recorded in business registration
In addition to the list of prohibited industries and trades prescribed in Article 3 of Decree No. 03/2000/NĐ-CP, the industries and trades recorded in business registration are as follows:
a) For industries and trades that require conditions, statutory capital, or professional certificates under laws, ordinances, and decrees, the industries and trades shall be recorded according to those prescribed in such laws, ordinances, and decrees.
b) For other industries and trades, they shall be recorded according to the national economic industry classification issued together with Decision 143-TCTK/PPCĐ dated December 22, 1993 of the General Statistics Office Director.
c) For industries and trades registered by enterprises but not specified in the aforementioned classifications, the Business Registration Department will consult with relevant specialized management agencies to record the industries and trades in the Enterprise Business Registration Certificate.
The Business Registration Department will notify the names of these industries and trades to the Ministry of Planning and Investment and the General Statistics Office.
4. Procedures and formalities for business registration
a) The person establishing the enterprise prepares and submits a set of business registration dossier as prescribed for each type of enterprise mentioned in Clauses 1 and 2 of this Section at the Provincial Business Registration Department where the enterprise's main office is located.
The person establishing the enterprise may entrust a representative to submit the business registration dossier at the Provincial Business Registration Department.
b) Upon receiving the business registration dossier, the Provincial Business Registration Department must issue a Receipt Form MTB-8 and hand it over to the person submitting the dossier.
c) Within fifteen days from the date of receipt of the dossier, the Provincial Business Registration Department issues the Enterprise Business Registration Certificate, according to the model MG-1, MG-2, MG-3, MG-4, MG-5, if all conditions prescribed in Clause 3, Article 8 of Decree No. 02/2000/NĐ-CP are met.
The Provincial Business Registration Department records the Enterprise Business Registration Certificate number consisting of ten digits as follows:
The first two digits are the province code where the Business Registration Certificate is issued, according to the province and centrally-administered city codes issued together with this Circular.
The next two digits are the enterprise type code. Sole proprietorship, code 01; Limited Liability Company with two or more shareholders, code 02; Joint-Stock Company, code 03; Limited Liability Company with one shareholder, code 04; Partnership Company, code 05.
The remaining six digits are the serial number of the enterprise's business registration at the province or centrally-administered city for each type of enterprise.
d) In case the application lacks the required documents as stipulated in Clause 1 and Clause 2 Section herein, or contains incomplete or inconsistent information among the documents in the application; or if the business name is identical or likely to cause confusion with another business of the same type registered in the same province or centrally governed city; or if the business name does not comply with the requirements set forth in Points b, c, and d of Clause 1, Article 24 of the Enterprise Law, then within seven days from the date of receiving the application, the Provincial Business Registration Office must clearly notify the enterprise founder of the required modifications and supplements to the business registration application, using Form MTB-7.
5. Registration of Branches and Representative Offices
a) Registration of branches and representative offices with headquarters located in the province or centrally governed city where the enterprise's main office is situated:
The enterprise shall submit a notification to the Provincial Business Registration Office where it has already registered its business, using Form MTB-1 for branch registration and Form MTB-2 for representative office registration.
Upon receipt of the notification, the Provincial Business Registration Office shall issue a Receipt Form MTB-8 and hand it over to the enterprise.
Within seven days from the date of receiving the notification, the Provincial Business Registration Office shall issue a Certificate of Operation Registration for the branch according to Form MG-7; and a Certificate of Operation Registration for the representative office according to Form MG-8, provided that all conditions specified in Clause 1 and Clause 3 of Article 9 of Decree No. 02/2000/ND-CP are met.
b) Registration of branches and representative offices in provinces or centrally governed cities other than where the enterprise's main office is situated:
The enterprise shall submit a notification to the Provincial Business Registration Office where the branch or representative office will be headquartered, using Form MTB-1 for branch registration and Form MTB-2 for representative office registration; along with the notification, there must also be a valid copy of the Enterprise Business Registration Certificate and a valid copy of the Company Charter for limited liability companies, joint-stock companies, and partnerships.
Upon receipt of the notification, the Provincial Business Registration Office where the branch or representative office will be headquartered shall issue a Receipt Form MTB-8 and hand it over to the enterprise.
Within seven days from the date of receiving the notification, the Provincial Business Registration Office where the branch or representative office of the enterprise is located shall issue a Certificate of Operation Registration for the branch according to Form MG-7; and a Certificate of Operation Registration for the representative office according to Form MG-8, provided that all conditions specified in Clause 1, Clause 2, and Clause 3 of Article 9 of Decree No. 02/2000/ND-CP are met.
Within seven days from the date of receiving the Certificate of Operation Registration for the branch or representative office, the enterprise shall submit a notification to the Provincial Business Registration Office where it has registered its business, using Form MTB-3, to supplement the business registration dossier and record in the Enterprise Business Registration Certificate.
c) When changing the address of the branch or representative office, the enterprise shall submit a notification to the Provincial Business Registration Office where it has registered its business, using Form MTB-3 to have the change recorded in the Change Registration Confirmation section of the Enterprise Business Registration Certificate; simultaneously, the enterprise shall submit a notification to the Provincial Business Registration Office where the branch or representative office is located to obtain a new Certificate of Operation Registration for the branch or representative office or to have the change recorded in the Change Registration Confirmation section of the Certificate of Operation Registration for the branch or representative office.
d) When terminating the operation of the branch or representative office, the enterprise shall submit a notification to the Provincial Business Registration Office where the branch or representative office is located to retrieve the Certificate of Operation Registration for the branch or representative office; simultaneously, the enterprise shall submit a notification to the Provincial Business Registration Office where the enterprise's main office is located to have the termination recorded in the Change Registration Confirmation section of the Enterprise Business Registration Certificate.
đ) In case the enterprise establishes a branch or representative office abroad, then within fifteen days from the official opening date of the branch or representative office, the enterprise shall submit a notification to the Provincial Business Registration Office where it has registered its business to supplement the business registration dossier and record in the Enterprise Business Registration Certificate.
When changing the address or terminating the operation of a branch or representative office abroad, the enterprise shall submit a notification to the Provincial Business Registration Office where it has registered its business to have the change recorded in the Change Registration Confirmation section of the Enterprise Business Registration Certificate.
6. Registration of Additional or Changed Business Operations.
a) When adding or changing business operations, the enterprise shall submit a notification to the Provincial Business Registration Office where it has registered its business, using Form MTB-3.
If the additional business operation requires statutory capital, then there must also be a confirmation from the competent authority regarding the statutory capital determined according to the laws, ordinances, and decrees on statutory capital or a legal certificate proving the enterprise's capital.
If the additional business operation requires a professional practice certificate, then there must also be a valid copy of the professional practice certificate prescribed for each type of enterprise as stipulated in Point b of Clause 2 of this Section.
b) Upon receipt of the notification, the Provincial Business Registration Office shall issue a Receipt Form MTB-8 and hand it over to the enterprise.
c) Within seven days from the date of receiving the notification, the Provincial Business Registration Office shall record the changes in the Change Registration Confirmation section of the previously issued Enterprise Business Registration Certificate, provided that all conditions specified in Clause 1 of Article 10 of Decree No. 02/2000/ND-CP are met.
7. Registration of Changes to the Main Office Address of the Enterprise.
a) Registration of changes to the main office address of the enterprise within the province or centrally governed city where the enterprise has registered its business:
The enterprise shall send a notification to the Business Registration Office of the province where the enterprise has registered for business operations, using form MTB-3.
Upon receipt of the notification, the Provincial Business Registration Office shall issue a Receipt Form MTB-8 and hand it over to the enterprise.
Within seven days from the date of receipt of the notification, the Business Registration Office of the province shall record the change of address in the section on Certification of Change in the Enterprise Registration Certificate of the enterprise, if all conditions stipulated in Clause 1, Article 11 of Decree No. 02/2000/NĐ-CP are met.
b) Registration of transfer of the main office address of the enterprise to another province or centrally governed city different from the location where the enterprise has registered for business operations:
The enterprise shall send a notification to the Business Registration Office of the province where the enterprise has registered for business operations, using form MTB-3. At the same time, the enterprise shall send a notification to the Business Registration Office of the province where the new main office is planned to be located, along with the Company Charter and a list of members for a limited liability company with two or more members, a list of founding shareholders for a joint-stock company, and a list of partners for a partnership company.
The Business Registration Office of the province where the enterprise has registered for business operations and the Business Registration Office of the province where the new main office is planned to be located must issue a receipt according to form MTB-8 and hand it over to the enterprise.
Within fifteen days from the date of receipt of the notification, the Business Registration Office of the province where the new main office is planned to be located shall issue an Enterprise Registration Certificate to the enterprise, provided that the name of the enterprise does not duplicate or cause confusion with the name of another enterprise of the same type registered for business operations within the same province or centrally governed city.
In case the name of the enterprise duplicates or causes confusion with the name of another enterprise of the same type registered for business operations within the same province or centrally governed city, then within seven days from the date of receipt of the notification, the Business Registration Office of the province where the new main office is planned to be located shall notify the enterprise and guide the enterprise to choose another name, according to form MTB-7.
Within seven days from the date of issuance of the new Enterprise Registration Certificate, the enterprise must submit a valid copy of this new Enterprise Registration Certificate and return the previously issued Enterprise Registration Certificate to the Business Registration Office of the province where the enterprise had previously registered for business operations.
8. Registering Change of Enterprise Name
a) When changing the name, the enterprise shall send a notification to the Business Registration Office of the province where the enterprise has registered for business operations, using form MTB-3.
b) Upon receipt of the notification, the Provincial Business Registration Office shall issue a Receipt Form MTB-8 and hand it over to the enterprise.
c) Within seven days from the date of receipt of the notification, the Business Registration Office of the province shall record in the section on Certification of Change in the Enterprise Registration Certificate of the enterprise, if the proposed changed name of the enterprise does not duplicate or cause confusion with the name of another enterprise of the same type registered for business operations within the same province or centrally governed city, and complies with the provisions at points b, c, and d of Clause 1, Article 24 of the Enterprise Law.
d) In case the proposed changed name of the enterprise duplicates or causes confusion with the name of another enterprise of the same type registered for business operations within the same province or centrally governed city, or if the proposed name of the enterprise does not comply with the provisions at points b, c, and d of Clause 1, Article 24 of the Enterprise Law, then within seven days from the date of receipt of the notification, the Business Registration Office of the province shall notify the enterprise and guide the enterprise to choose another name, according to form MTB-7.
9. Registration of change of legal representative of the enterprise.
a) Registration of change of legal representative of a limited liability company or a joint-stock company:
The company shall send a notification to the Business Registration Office of the province where the company has registered for business operations, using form MTB-3.
If the company operates industries or professions requiring a practice certificate, and the proposed legal representative is the only person holding such a certificate, then the notification must include a valid copy of the practice certificate of the proposed legal representative.
Upon receiving the notification, the Business Registration Office of the province must issue a receipt according to form MTB-8 and hand it over to the company.
Within seven days from the date of receipt of the notification, the Business Registration Office of the province shall record in the section on Certification of Change in the Enterprise Registration Certificate of the company.
b) Registration of change of partner in a partnership company:
When a partnership company accepts a new partner, excludes a partner, or a partner withdraws from the company, the company shall send a notification to the Business Registration Office of the province where the company has registered for business operations, using form MTB-3.
If the partnership company operates an industry or profession requiring a practice certificate, when accepting a new partner, the notification must include a valid copy of the practice certificate of the accepted partner.
Upon receiving the notification, the Business Registration Office of the province must issue a receipt according to form MTB-8 and hand it over to the company.
Within seven days from the date of receipt of the notification, the Business Registration Office of the province shall record in the section on Certification of Change in the Enterprise Registration Certificate of the company.
10. Registration of change of investment capital of a sole proprietorship enterprise and charter capital of a company.
When changing the investment capital of a sole proprietorship enterprise and the charter capital of a company, the enterprise shall send a notification to the Business Registration Office of the province where the enterprise has registered for business operations, using form MTB-3.
If the enterprise operates an industry or profession requiring a minimum capital, when reducing the investment capital of a sole proprietorship enterprise or the charter capital of a company, the registered capital after reduction must not be lower than the minimum capital required for that industry or profession.
b) Upon receipt of the notification, the Provincial Business Registration Office shall issue a Receipt Form MTB-8 and hand it over to the enterprise.
c) Within seven days from the date of receipt of the notification, the Business Registration Office of the province shall record in the section on Certification of Change in the Enterprise Registration Certificate of the enterprise.
11. Registration of change of member in a limited liability company with two or more members, and capital contributor in a partnership company.
When a limited liability company with two or more members changes its members without changing the type of company, or a partnership company changes its capital contributors, the company shall send a notification to the Business Registration Office of the province where the enterprise has registered for business operations, using form MTB-3.
Upon receiving the notification, the Business Registration Office of the province must issue a receipt according to form MTB-8 and hand it over to the company.
Within seven days from the date of receipt of the notification, the Provincial Business Registration Office shall record in the Certificate of Business Registration Change section of the Enterprise's Business Registration Certificate.
12. Notification of Temporary Suspension of Business Operations
At least fifteen days prior to suspending operations, the enterprise must send a notification to the Provincial Business Registration Office where it has registered its business and the tax authority, using form MTB-4.
Upon receiving the notification, the Business Registration Office must issue a Receipt Form according to form MTB-8 and hand it over to the enterprise.
13. Notification and Retention of Business Registration Content
Within seven days from the date of issuance of the Business Registration Certificate, certification of business registration change, or revocation of the Business Registration Certificate of the enterprise, the Provincial Business Registration Office must send copies of the Business Registration Certificate, certification of business registration change, and notification of revocation of the Business Registration Certificate to the Ministry of Planning and Investment, the tax authority, the statistical agency, the economic technical sector management agency at the same level, and the District Business Registration Office where the enterprise's main office is located.
After issuing the Business Registration Certificate, certification of business registration change, or revoking the Business Registration Certificate, upon receiving the enterprise's temporary suspension of operations notification, the Provincial Business Registration Office shall record the business registration content of the enterprise in the Business Registration Book kept at the Business Registration Office.
II. BUSINESS REGISTRATION FOR INDIVIDUAL HOUSEHOLDS
1. Procedure and formalities for business registration
a) An individual or household representative submits an application for business registration to the District Business Registration Office where the place of business is located, using form MĐ-6.
In cases where the business involves industries or professions that require a professional practice certificate, then along with the application, a valid copy of the professional practice certificate of the individual or household representative must be submitted.
b) Upon receiving the business registration application, the District Business Registration Office must issue a Receipt Form according to form MTB-8 and hand it over to the applicant.
c) Within seven days from the date of receipt of the application, the District Business Registration Office where the individual business operator's place of business is located shall issue a Business Registration Certificate to the individual business operator according to form MG-6, if all conditions stipulated in Clause 3, Article 19 of Decree No. 02/2000/NĐ-CP are met.
d) In cases where the required documents are not complete as prescribed in point a of this clause, or the content declared is incomplete, or the name of the individual business operator duplicates the name of another individual business operator already registered within the same district, within five days from the date of receipt of the file, the District Business Registration Office must clearly notify the business registrant of the requirements for amendment and supplementation, and the method of doing so, according to form MTB-7.
2. Industries and Professions Registered in Business Registration
The industries and professions registered in the business registration of the individual business operator shall comply with the provisions of Clause 3, Section I of this Circular.
3. Amendment of business registration content
a) When changing the previously registered business content, the individual business operator must send a notification to the District Business Registration Office where the individual business operator has registered, using form MTB-5.
In cases where switching to industries or professions that require a professional practice certificate, then along with the notification, a valid copy of the professional practice certificate of the individual or household representative must also be submitted.
b) Upon receiving the notification, the District Business Registration Office must issue a Receipt Form according to form MTB-8 and hand it over to the individual business operator.
c) Within five days from the date of receipt of the notification, the District Business Registration Office where the individual business operator has registered shall record in the Certificate of Business Registration Change section of the individual business operator's Business Registration Certificate.
d) In cases where the place of business is transferred to another district or county, the individual business operator must return the Business Registration Certificate to the District Business Registration Office where the individual business operator has registered.
The individual business operator must proceed to register their business at the District Business Registration Office where the new place of business is located.
đ) In cases where temporarily ceasing business operations for thirty days or more, the individual business operator must send a notification to the District Business Registration Office where the individual business operator has registered and the directly managing tax authority, using form MTB-6.
Upon receiving the notification, the Business Registration Office must issue a Receipt Form according to form MTB-8 and hand it over to the individual business operator.
e) Upon ceasing business operations, the individual business operator must return the Business Registration Certificate to the District Business Registration Office where the individual business operator has registered.
4. Notification and Retention of Business Registration Content
Within seven days from the date of issuance of the Business Registration Certificate, certification of business registration change, or revocation of the Business Registration Certificate of the individual business operator, the District Business Registration Office must send copies of the Business Registration Certificate, certification of business registration change, and notification of revocation of the Business Registration Certificate to the tax authority at the same level.
After issuing the Business Registration Certificate, certification of business registration change, or revoking the Business Registration Certificate, upon receiving the notification of temporary cessation of business operations..., the District Business Registration Office shall record the business registration content of the individual business operator in the Business Registration Book kept at the Business Registration Office.
III. IMPLEMENTATION PROVISIONS.
This Circular takes effect fifteen days from the date of signature, all previous regulations contrary to this Circular are abolished.
During implementation, if there are any difficulties, please promptly report to the Ministry of Planning and Investment for research, revision, and supplementation./.