Circular No. 03/2004/TT-BKH guides the procedures and formalities for business registration pursuant to Decree No. 109/2004/NĐ-CP dated April 2, 2004 of the Government on business registration.

CIRCULAR

Guidelines on the procedures and formalities for business registration as prescribed in Decree No. 109/2004/ND-CP

dated April 2, 2004, of the Government on business registration

_____________________________

Implementing Decree No. 109/2004/ND-CP dated April 2, 2004, of the Government on business registration (hereinafter referred to as Decree No. 109/2004/ND-CP),

The Ministry of Planning and Investment issues guidelines on the procedures and formalities for business registration for enterprises operating under the Enterprise Law, for individual households as stipulated in Decree No. 109/2004/ND-CP, and sample documents used in business registration as follows:

I. BUSINESS REGISTRATION FOR ENTERPRISES

OPERATING UNDER THE ENTERPRISE LAW

1. Business Registration Documents

a) For sole proprietorships:

- Business registration form, according to Model MD-1.

- Confirmation from the competent authority confirming the statutory capital as prescribed by law, ordinances, and decrees regulating statutory capital or certificates, lawful documents proving the amount of capital of the enterprise (for enterprises engaged in industries or trades requiring statutory capital).

- A certified true copy of the professional certificate of the owner of the sole proprietorship or the General Manager managing the enterprise (for enterprises engaged in industries or trades requiring a professional certificate).

b) For limited liability companies with two or more shareholders:

- Business registration form, according to Model MD-2.

- Company charter containing contents as prescribed in Clause 2 Article 10 of Decree No. 03/2000/ND-CP dated February 3, 2000, of the Government guiding the implementation of certain provisions of the Enterprise Law (hereinafter referred to as Decree No. 03/2000/ND-CP) and point a Clause 8 Article 1 of Decree No. 125/2004/ND-CP dated May 19, 2004, of the Government amending and supplementing certain provisions of Decree No. 03/2000/ND-CP dated February 3, 2000, guiding the implementation of certain provisions of the Enterprise Law (hereinafter referred to as Decree No. 125/2004/ND-CP).

- List of shareholders, according to Model MDS-1.

- Confirmation from the competent authority confirming the statutory capital as prescribed by law, ordinances, and decrees regulating statutory capital or certificates, lawful documents proving the amount of capital of the company (for companies engaged in industries or trades requiring statutory capital).

- A certified true copy of the professional certificate of one of the members of the Board of Shareholders, or the General Manager (Managing Director), or one of the other important management positions specified in the company's charter (for companies engaged in industries or trades requiring a professional certificate).

c) For joint-stock companies:

- Business registration form, according to Model MD-3.

- Company charter containing contents as prescribed in Clause 3 Article 10 of Decree No. 03/2000/ND-CP and point b Clause 8 Article 1 of Decree No. 125/2004/ND-CP.

- List of founding shareholders, according to Model MDS-2.

- Confirmation from the competent authority confirming the statutory capital as prescribed by law, ordinances, and decrees regulating statutory capital or certificates, lawful documents proving the amount of capital of the company (for companies engaged in industries or trades requiring statutory capital).

- A certified true copy of the professional certificate of one of the members of the Board of Directors, or the General Manager (Managing Director), or one of the other important management positions specified in the company's charter (for companies engaged in industries or trades requiring a professional certificate).

d) For single-member limited liability companies:

- Business registration form, according to Model MD-4.

- Company charter containing contents as prescribed in Clause 2 Article 10 of Decree No. 03/2000/ND-CP and point a Clause 8 Article 1 of Decree No. 125/2004/ND-CP.

- Confirmation from the competent authority confirming the statutory capital as prescribed by law, ordinances, and decrees regulating statutory capital or certificates, lawful documents proving the amount of capital of the company (for companies engaged in industries or trades requiring statutory capital).

- A certified true copy of the professional certificate of one of the members of the Board of Directors, or the Chairman of the company, or the General Manager (Managing Director), or one of the other important management positions specified in the company's charter (for companies engaged in industries or trades requiring a professional certificate).

đ) For partnership companies:

- Business registration form, according to Model MD-5.

- Company charter containing contents as prescribed in Clause 4 Article 10 of Decree No. 03/2000/ND-CP and point c Clause 8 Article 1 of Decree No. 125/2004/ND-CP.

- List of partners, according to Model MDS-3.

- Confirmation from the competent authority confirming the statutory capital as prescribed by law, ordinances, and decrees regulating statutory capital or certificates, lawful documents proving the amount of capital of the company (for companies engaged in industries or trades requiring statutory capital).

- A certified true copy of the professional certificate of all general partners (for companies engaged in industries or trades requiring a professional certificate).

2. Industries and Trades Registered in the Certificate of Business Registration

In addition to industries and trades prohibited by law, industries and trades registered in the Certificate of Business Registration shall be as follows: a) For industries and trades that according to laws, ordinances, and decrees require conditions for operation, or statutory capital, or professional certificates, the industries and trades shall be registered according to those prescribed in such laws, ordinances, and decrees.

b) For other industries and trades, they shall be registered according to the Industry and Trade Classification for Business Registration issued together with Circular Joint No. 07/2001/TTLT/BKH-TCTK dated November 1, 2001, of the Ministry of Planning and Investment and the General Statistics Office guiding the industry and trade classification for business registration.

3. Procedures and Formalities for Business Registration

a) The person establishing the enterprise prepares and submits a set of business registration documents prescribed for each type of enterprise as stipulated in Point 1 Section I of this Circular at the Provincial Business Registration Office where the enterprise's main office is located.

The person establishing the enterprise may authorize in writing or through a contract their representative to submit the business registration documents to the Provincial Business Registration Office.

b) When receiving the business registration documents, the Provincial Business Registration Office may request the person registering the business to present the following documents if deemed necessary:

- For individuals participating in capital contribution to establish the enterprise:

+ The person directly registering the business: Identity card or passport.

+ The authorized person: Identity card or passport and authorization letter or contract.

+ The company manager or legal representative: Submit a certified true copy of the household registration book or Identity card or passport.

- For organizations participating in capital contribution to establish the enterprise:

+ State-owned enterprise: Business registration certificate; Decision of the competent authority approving the project to contribute capital to a company.

+ Limited liability company with two or more shareholders: Business registration certificate; Decision and minutes of the Board of Members meeting allowing the company to participate in contributing capital.

+ Joint-stock company: Business registration certificate; Decision and minutes of the General Meeting of Shareholders allowing the company to participate in contributing capital.

+ Limited liability company with one member: Business registration certificate; Decision of the company's owner allowing the company to participate in contributing capital.

+ Partnership company: Business registration certificate; Decision and minutes of the general partners' meeting allowing the partnership company to participate in contributing capital.

+ Cooperative: Business registration certificate; Resolution and minutes of the General Assembly of Members or other documents according to the cooperative's charter allowing the cooperative to participate in contributing capital.

+ For administrative state agencies that have budgetary expenditure responsibilities as specified in point b, Clause 1, Article 31 and point b, Clause 1, Article 33 of the State Budget Law passed by the National Assembly at its second session of the eleventh term on December 16, 2002; Documents from the competent authority regarding the expenditure for contributing capital.

+ For political and socio-political organizations: Documents from the competent authority allowing political and socio-political organizations to participate in contributing capital.

+ For other associations: Documents from the competent authority allowing establishment and operation, and documents from this authority allowing the association to participate in contributing capital.

c) When receiving business registration applications, the Provincial Business Registration Department must record a receipt form MTB-19 and hand it over to the applicant.

d) The person establishing the enterprise may submit the business registration application via the email address of the Provincial Business Registration Department. Upon receiving the business registration application sent via email, the Provincial Business Registration Department will examine its completeness and validity, and notify the enterprise founder of the time to collect the Business Registration Certificate through the founder's telephone number or email address, or request the founder to amend and supplement the application in accordance with regulations. In this case, when collecting the Business Registration Certificate, the enterprise founder must submit a set of the business registration application (on paper) at the Provincial Business Registration Department for comparison and archiving. This provision also applies to cases where enterprises register branches, representative offices, and changes or supplements to the business registration content.

đ) Within fifteen days from the date of receiving the application, the Provincial Business Registration Department shall issue the Business Registration Certificate to the enterprise founder according to the model of the Business Registration Certificate for each type of enterprise MG-1, MG-2, MG-3, MG-4, MG-5, if all conditions stipulated in Clause 3, Article 13 of Decree No. 109/2004/NĐ-CP are met.

The Provincial Business Registration Department shall record the Business Registration Certificate number of the enterprise as follows:

- Provincial code: 2 digits (Annex I issued together with this Circular).

- Organizational form code: 1 digit, 0 for a private enterprise, 1 for a branch, 2 for a representative office.

- Enterprise type code: 1 digit, 1 for a private enterprise, 2 for a limited liability company with two or more members, 3 for a joint-stock company, 4 for a limited liability company with one member, 5 for a partnership company.

- Enterprise serial number: 6 digits, from 000001 to 999999.

Example of recording the Business Registration Certificate number:

- A private enterprise headquartered in Hanoi shall be recorded as follows:

0101000002 (Business Registration Certificate issued to the second private enterprise in Hanoi)

- Branch of a joint-stock company headquartered in Ho Chi Minh City shall be recorded as follows:

4113000003 (Business Registration Certificate issued to the third branch of a joint-stock company in Ho Chi Minh City)

- Representative office of a limited liability company with two or more members headquartered in Hai Phong shall be recorded as follows:

0222000004 (Business Registration Certificate issued to the fourth representative office of a limited liability company in Hai Phong).

e) If the application lacks the required documents as specified in point 1 of this Section, or contains incomplete or inconsistent information among the documents in the application, or if the enterprise name does not comply with the provisions of point 1, point 2 of Section III of this Circular and other relevant laws, then within seven days from the date of receiving the application, the Provincial Business Registration Department must clearly inform the enterprise founder of the requirements for amending and supplementing the business registration application, and the method of doing so, according to form MTB-17.

4. Registration of Branches and Representative Offices

a) Registration of branches and representative offices with headquarters in the province or centrally governed city where the enterprise's main office is located:

- The enterprise sends notice to the Provincial Business Registration Department where it has registered its business, using form MTB-1 for branch registration and form MTB-2 for representative office registration. For branches engaged in industries requiring a practice license, the notice must include a certified copy of the practice license of at least one of the employees working in the branch.

- For companies registering branches and representative offices, they must additionally provide a certified copy:

+ Limited liability company with two or more shareholders: Decision and minutes of the Board of Members meeting on setting up a branch or representative office.

+ Joint-stock company: Decision and minutes of the Board of Directors meeting on setting up a branch or representative office.

+ Limited liability company with one shareholder: Decision of the company's owner on setting up a branch or representative office.

+ Partnership company: Decision and minutes of the general partners' meeting on setting up a branch or representative office.

- Upon receiving the notification, the Provincial Business Registration Office must issue a Receipt Form MTB-19 and hand it over to the enterprise.

- Within seven days from the date of receipt of the notification, the Provincial Business Registration Office shall issue a Certificate of Business Registration for the branch according to Model MG-7; issue a Certificate of Business Registration for the representative office according to Model MG-8 if all conditions stipulated in Clause 1 and Clause 3 of Article 14 of Decree No. 109/2004/NĐ-CP are met.

Within seven days from the date of issuing the Certificate of Business Registration for the branch and representative office, the Provincial Business Registration Office where the enterprise has registered business shall replace the Enterprise Business Registration Certificate according to the model of the Enterprise Business Registration Certificate of each type of enterprise MG-1, MG-2, MG-3, MG-4, MG-5.

b) Registering to establish a branch or representative office in another province or centrally governed city different from the location of the main office:

- The enterprise sends a notification to the Provincial Business Registration Office at the location of the branch or representative office, according to Model MTB-1 for registering to establish a branch, Model MTB-2 for registering to establish a representative office; along with the notification, there must be a valid copy of the Enterprise Business Registration Certificate of the enterprise. For branches operating in industries or professions that require a practice certificate, a valid copy of the practice certificate of at least one of the persons working in the branch must also be attached.

- For companies registering branches and representative offices, they must additionally provide a certified copy:

+ Joint Stock Company with two or more shareholders: Articles of Association, decision and minutes of the Shareholders' Meeting on establishing a branch or representative office.

+ Joint Stock Corporation: Articles of Association, decision and minutes of the Board of Directors on establishing a branch or representative office. + Limited Liability Company with one shareholder: Articles of Association and decision of the company's owner on establishing a branch or representative office.

+ Partnership Company: Articles of Association, decision and minutes of the General Partners' Meeting on establishing a branch or representative office.

- Upon receiving the notification, the Provincial Business Registration Office at the location of the branch or representative office must issue a Receipt Form MTB-19 and hand it over to the enterprise.

- Within seven days from the date of receipt of the notification, the Provincial Business Registration Office at the location of the branch or representative office of the enterprise shall issue a Certificate of Business Registration for the branch according to Model MG-7, issue a Certificate of Business Registration for the representative office according to Model MG-8 if all conditions stipulated in Clause 1, Clause 2 and Clause 3 of Article 14 of Decree No. 109/2004/NĐ-CP are met.

- Within seven days from the date of issuance of the Certificate of Business Registration for the branch or representative office, the enterprise sends a notification to the Provincial Business Registration Office at the location where the enterprise has registered business about the establishment of the branch or representative office and attaches a valid copy of the Certificate of Business Registration for the branch or representative office to supplement the business registration file and to replace the Enterprise Business Registration Certificate according to the model of the Enterprise Business Registration Certificate of each type of enterprise MG-1, MG-2, MG-3, MG-4, MG-5.

c) When changing any of the registered contents of the branch or representative office, the enterprise sends a notification to the Provincial Business Registration Office at the location of the branch or representative office according to Model MTB-3 to replace the Certificate of Business Registration for the branch according to Model MG-7, the representative office according to Model MG-8. For changes in the name of the branch or representative office, the enterprise must attach a valid copy of the Enterprise Business Registration Certificate of the enterprise along with the notification.

d) When changing the name or address of the branch or representative office, in addition to complying with the provisions of point c of this clause, the enterprise sends a notification to the Provincial Business Registration Office at the location where the enterprise has registered business about the change in the name or address of the branch or representative office and attaches a valid copy of the Certificate of Business Registration for the branch or representative office to replace the Enterprise Business Registration Certificate according to the model of the Enterprise Business Registration Certificate of each type of enterprise MG-1, MG-2, MG-3, MG-4, MG-5.

đ) When ceasing operations of the branch or representative office, the enterprise sends a notification to the Provincial Business Registration Office at the location of the branch or representative office to submit the Certificate of Business Registration for the branch or representative office. For companies, along with the notification, there must be a valid copy of the decision and minutes of the Shareholders' Meeting for joint stock companies with two or more shareholders, of the company's owner for limited liability companies with one shareholder, of the Board of Directors for joint stock corporations, of the General Partners for partnership companies regarding the cessation of operations of the branch or representative office; simultaneously sending a notification to the Provincial Business Registration Office at the location of the main office of the enterprise to replace the Enterprise Business Registration Certificate according to the model of the Enterprise Business Registration Certificate of each type of enterprise MG-1, MG-2, MG-3, MG-4, MG-5.

e) In the case of establishing a branch or representative office abroad, within fifteen days from the official opening date of the branch or representative office, the enterprise sends a notification to the Provincial Business Registration Office at the location where the enterprise has registered business to supplement the business registration file and to replace the Enterprise Business Registration Certificate according to the model of the Enterprise Business Registration Certificate of each type of enterprise MG-1, MG-2, MG-3, MG-4, MG-5.

When changing the address or ceasing operations of a branch or representative office abroad, within fifteen days, the enterprise sends a notification to the Provincial Business Registration Office at the location where the enterprise has registered business to replace the Enterprise Business Registration Certificate according to the model of the Enterprise Business Registration Certificate of each type of enterprise MG-1, MG-2, MG-3, MG-4, MG-5.

5. Supplementary and Change Registration of Business Sectors and Fields

a) When supplementing or changing business lines, the enterprise shall notify the Provincial Business Registration Office where it has registered business operations, using form MTB-4.

- If the supplementary business line requires statutory capital, there must be an additional confirmation from the competent authority responsible for confirming the statutory capital as prescribed by laws, ordinances, and decrees on statutory capital, or a certificate or other legal document proving the enterprise's capital.

- If the supplementary business line requires a professional practice certificate, there must be an additional certified copy of the professional practice certificate as prescribed for each type of enterprise mentioned in point 1 of this Section.

- In addition to the notification, the company must also submit a certified copy of:

+ For a Limited Liability Company with two or more shareholders: The resolution and minutes of the meeting of the Board of Shareholders regarding the supplementation or change of business lines.

+ For a Joint Stock Company: The resolution and minutes of the meeting of the General Meeting of Shareholders regarding the supplementation or change of business lines.

+ For a One-Person Limited Liability Company: The decision of the company owner regarding the supplementation or change of business lines.

+ For a Partnership Company: The resolution and minutes of the meeting of the general partners regarding the supplementation or change of business lines.

b) Upon receipt of the notification, the Provincial Business Registration Office must issue a Receipt Form MTB-19 and hand it over to the enterprise.

c) Within seven days from the date of receiving the notification, the Provincial Business Registration Office shall replace the Enterprise Registration Certificate for the enterprise according to the model of the Enterprise Registration Certificate for each type of enterprise MG-1, MG-2, MG-3, MG-4, MG-5, if all conditions stipulated in Clause 1 of Article 15 of Decree No. 109/2004/ND-CP are met.

6. Registration of Change of Principal Office Address of the Enterprise

a) Registration of Change of Principal Office Address within the province or centrally governed city where the enterprise has registered business operations:

- The enterprise shall notify the Provincial Business Registration Office where it has registered business operations, using form MTB-5.

- In addition to the notification, the company must also submit a certified copy of:

+ For a Limited Liability Company with two or more shareholders: The articles of association, resolution, and minutes of the meeting of the Board of Shareholders regarding the change of principal office address of the company.

+ For a Joint Stock Company: The articles of association, resolution, and minutes of the meeting of the General Meeting of Shareholders regarding the change of principal office address of the company.

+ For a One-Person Limited Liability Company: The articles of association and the decision of the company owner regarding the change of principal office address of the company.

+ For a Partnership Company: The articles of association, resolution, and minutes of the meeting of the general partners regarding the change of principal office address of the company.

- Upon receiving the notification, the Provincial Business Registration Office must issue a Receipt Form MTB-19 and hand it over to the enterprise.

- Within seven days from the date of receiving the notification, the Provincial Business Registration Office shall replace the Enterprise Registration Certificate for the enterprise according to the model of the Enterprise Registration Certificate for each type of enterprise MG-1, MG-2, MG-3, MG-4, MG-5, if all conditions stipulated in Clause 1 of Article 16 of Decree No. 109/2004/ND-CP are met.

b) Registration of Transfer of Principal Office Address to another province or centrally governed city where the enterprise has not yet registered business operations:

- The enterprise shall notify the Provincial Business Registration Office where it plans to establish its new principal office, using form MTB-5, along with a certified copy of the Enterprise Registration Certificate. At the same time, the enterprise shall notify the Provincial Business Registration Office where it has registered business operations.

- In addition to the notification, the company must also submit a certified copy of:

+ For a Limited Liability Company with two or more shareholders: The articles of association, list of shareholders, resolution, and minutes of the meeting of the Board of Shareholders regarding the change of principal office address of the company.

+ For a Joint Stock Company: The articles of association, list of founding shareholders, resolution, and minutes of the meeting of the General Meeting of Shareholders regarding the change of principal office address of the company.

+ For a One-Person Limited Liability Company: The articles of association and the decision of the company owner regarding the change of principal office address of the company.

+ For a Partnership Company: The articles of association, list of general partners, resolution, and minutes of the meeting of the general partners regarding the change of principal office address of the company.

- The Provincial Business Registration Office where the enterprise plans to establish its new principal office and the Provincial Business Registration Office where the enterprise has registered business operations must issue a Receipt Form MTB-19 and hand it over to the enterprise.

- Within fifteen days from the date of receiving the notification, the Provincial Business Registration Office where the enterprise plans to establish its new principal office shall revoke the previously issued Enterprise Registration Certificate of the enterprise and replace it with a new Enterprise Registration Certificate according to the model of the Enterprise Registration Certificate for each type of enterprise MG-1, MG-2, MG-3, MG-4, MG-5, if the name of the enterprise does not duplicate or cause confusion with the name of another enterprise of the same type that has already registered business operations within the province or centrally governed city where the enterprise is transferring to.

- In case the name of the enterprise duplicates or causes confusion with the name of another enterprise of the same type that has already registered business operations within the province or centrally governed city where the enterprise is transferring to, then within seven days from the date of receiving the notification, the Provincial Business Registration Office where the enterprise plans to establish its new principal office must inform the enterprise and guide the enterprise to choose a different name, using form MTB-17.

- Within seven days from the date of issuing the new Enterprise Registration Certificate to the enterprise, the Provincial Business Registration Office shall notify the Provincial Business Registration Office where the enterprise was previously registered of the revocation of the Enterprise Registration Certificate, accompanied by a certified copy of the new Enterprise Registration Certificate of the enterprise.

7. Registration of Change of Enterprise Name

a) When changing the name, the enterprise shall notify the Provincial Business Registration Office where it has registered business operations, using form MTB-6.

In addition to the notification, the company must also submit a certified copy of:

- For a Limited Liability Company with two or more shareholders: The resolution and minutes of the meeting of the Board of Shareholders regarding the change of the company's name.

- For a Joint Stock Company: The resolution and minutes of the meeting of the General Meeting of Shareholders regarding the change of the company's name.

- For a One-Person Limited Liability Company: The decision of the company owner regarding the change of the company's name.

- Joint-stock company: Decision and minutes of the general partners' meeting regarding the company name change.

b) Upon receipt of the notification, the Provincial Business Registration Office must issue a Receipt Form MTB-19 and hand it over to the enterprise.

c) Within seven days from the date of receipt of the notification, the Provincial Business Registration Office shall issue a new Business Registration Certificate to the enterprise according to the model of Business Registration Certificate for each type of enterprise MG-1, MG-2, MG-3, MG-4, MG-5 if the proposed new name of the enterprise is set in accordance with the provisions of Point 1 and Point 2, Section III of this Circular.

d) In case the proposed new name of the enterprise is not set in accordance with the provisions of Point 1 and Point 2, Section III of this Circular, within seven days from the date of receipt of the notification, the Provincial Business Registration Office must notify the enterprise and guide it to choose another name according to the form MTB-17.

8. Registration of Change of Legal Representative of the Enterprise

a) Registration of Change of Legal Representative of Limited Liability Company and Joint Stock Company:

- The company sends a notification to the Provincial Business Registration Office where the company has registered business operations, according to the form MTB-8. Along with the notification, the company must provide a valid copy:

+ For a Limited Liability Company with two or more shareholders: Decision and minutes of the Shareholders' Meeting on changing the legal representative of the company.

+ For a Joint Stock Company: Decision and minutes of the Board of Directors on changing the legal representative of the company.

+ For a Single Member Limited Liability Company: Decision of the company's owner or of the Board of Directors, if the company is organized under a Board of Directors model, on changing the legal representative of the company.

- The company must present the original household registration book, or Identity Card or passport of the proposed new legal representative.

- In case the company operates industries or professions that require a professional certificate and the proposed new legal representative is the only person holding such a certificate, then along with the notification, a valid copy of the professional certificate of the proposed new legal representative must be provided.

- Upon receiving the notification, the Provincial Business Registration Office must record the Receipt Form according to the form MTB-19 and hand it over to the company.

- Within seven days from the date of receipt of the notification, the Provincial Business Registration Office shall issue a new Business Registration Certificate to the company according to the model MG-2, MG-3, MG-4.

b) Registration of Change of General Partner of a Joint-Stock Company:

- When a Joint-Stock Company accepts a general partner, excludes a general partner, or has a general partner withdraw from the company, the company sends a notification to the Provincial Business Registration Office where the company has registered business operations, according to the form MTB-7. The notification must be signed by all general partners; in case the notification is signed by one general partner, then along with the notification, a letter of authorization from other general partners for that general partner to sign the change notification must be attached. The company must present the original household registration book or Identity Card or passport of the accepted general partner.

- In case the Joint-Stock Company operates industries or professions that require a professional certificate, when accepting a general partner, a valid copy of the professional certificate of the accepted general partner must be attached along with the notification.

- Upon receiving the notification, the Provincial Business Registration Office must record the Receipt Form according to the form MTB-19 and hand it over to the company.

- Within seven days from the date of receipt of the notification, the Provincial Business Registration Office shall issue a new Business Registration Certificate to the company according to the model MG-5.

9. Registration of Change of Capital Investment of Individual Enterprise Owner and Registered Capital of Companies

a) When changing the capital investment of the individual enterprise owner and the registered capital of companies, the enterprise sends a notification to the Provincial Business Registration Office where the enterprise has registered business operations, according to the form MTB-9 for individual enterprises and form MTB-10 for companies.

- For companies, along with the notification, the company must provide a balance sheet of the company at the time of the decision to reduce registered capital (in case of reducing registered capital) and a valid copy:

+ For a Limited Liability Company with two or more shareholders: Decision and minutes of the Shareholders' Meeting on changing the registered capital.

+ For a Joint Stock Company: Decision and minutes of the General Meeting of Shareholders on changing the registered capital.

+ For a Single Member Limited Liability Company: Decision of the company's owner on changing the registered capital.

+ For a Joint-Stock Company: Decision and minutes of the general partners' meeting on changing the registered capital.

- In case the enterprise operates industries or professions that require a minimum capital, when registering to reduce capital investment for individual enterprises or reduce registered capital for companies, the level of 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 must issue a Receipt Form MTB-19 and hand it over to the enterprise.

c) Within seven days from the date of receipt of the notification, the Provincial Business Registration Office shall issue a new Business Registration Certificate to the enterprise according to the model of Business Registration Certificate for each type of enterprise MG-1, MG-2, MG-3, MG-4, MG-5.

10. Registration of Change of Shareholder of a Limited Liability Company with Two or More Shareholders, Contributing Member of a Joint-Stock Company

a) When a Limited Liability Company with two or more shareholders accepts a shareholder, a Joint-Stock Company accepts a contributing member without changing the type of company, the company sends a notification to the Provincial Business Registration Office where the enterprise has registered business operations, according to the form MTB-11. Along with the notification, there must be a decision and a valid copy of the minutes of the shareholders' meeting on accepting a new shareholder, confirmation documents of the contribution of the accepted shareholder into the company, presentation of the original household registration book or Identity Card or passport of the accepted shareholder; for shareholders who are foreign organizations, a valid copy of the establishment permit or business registration certificate must also be provided; for shareholders who are foreign individuals, a valid copy of their still valid passport must also be provided.

b) When a limited liability company with two or more members changes its members through the transfer of capital contributions, or a joint-stock company changes its contributing members through the transfer of capital contributions, the company shall send a notification to the Business Registration Office at the provincial level where the business has registered, according to form MTB-12. The notification must be accompanied by the transfer agreement and documents proving that the transfer has been completed, certified by the company; and present the original household registration book or Identity Card or passport of the new member.

c) When a limited liability company changes its members through inheritance, or a joint-stock company changes its contributing members through inheritance, the company shall send a notification to the Business Registration Office at the provincial level where the business has registered, according to form MTB-13. The notification must be accompanied by copies of documents proving the inheritance; and present the original household registration book or Identity Card or passport of the inheriting member.

d) Upon receiving notifications for the cases specified in paragraphs a, b, and c of this point, the Business Registration Office at the provincial level must issue a receipt according to form MTB-19 and hand it over to the company.

đ) Within seven days from the date of receiving the notification, the Business Registration Office at the provincial level shall change the Business Registration Certificate for the company according to forms MG-2 and MG-5.

11. Registering the division of a company

a) The company shall submit the business registration dossier prescribed in point 1 of Section I of this Circular to the Business Registration Office at the provincial level where the company has registered. Accompanying the dossier, the company must have the decision on the division of the company, the minutes of the meeting of the Board of Members for a limited liability company with two or more members, and the minutes of the General Shareholders' Meeting for a joint-stock company.

b) Upon receiving the dossier from the company, the Business Registration Office at the provincial level must issue a receipt according to form MTB-19 and hand it over to the company.

c) Within fifteen days from the date of receiving the dossier, the Business Registration Office at the provincial level shall issue a new Business Registration Certificate for the divided companies according to forms MG-2 and MG-3, if the name of the divided company is set up in accordance with points 1 and 2 of Section III of this Circular.

d) In case the name of the divided company is not set up in accordance with points 1 and 2 of Section III of this Circular, within seven days from the date of receiving the business registration dossier, the Business Registration Office at the provincial level must notify the company and guide the company to choose another name according to form MTB-17.

đ) The Business Registration Office at the provincial level must revoke the Business Registration Certificate of the company being divided after issuing the Business Registration Certificate for the divided companies.

e) For companies with branches or representative offices, the company must notify the Business Registration Office at the provincial level where the branch or representative office is located to supplement the registration dossier of the branch or representative office.

g) On the Business Registration Certificate issued for the divided company, the issuance date of the Business Registration Certificate shall be the date when the Business Registration Certificate was issued for the company being divided, and the date of amendment shall be the date when the Business Registration Certificate was issued for the divided company.

12. Registering the separation of a company

a) The company shall submit the business registration dossier prescribed in point 1 of Section I of this Circular to the Business Registration Office at the provincial level where the company has registered. Accompanying the dossier, the company must have the decision on the separation of the company, the minutes of the meeting of the Board of Members for a limited liability company with two or more members, and the minutes of the General Shareholders' Meeting for a joint-stock company.

b) Upon receiving the dossier from the company, the Business Registration Office at the provincial level must issue a receipt according to form MTB-19 and hand it over to the company.

c) Within fifteen days from the date of receiving the dossier, the Business Registration Office at the provincial level shall amend the Business Registration Certificate for the separated company; and issue a new Business Registration Certificate for the separated company if the name of the separated company is set up in accordance with points 1 and 2 of Section III of this Circular.

d) In case the name of the separated company is not set up in accordance with points 1 and 2 of Section III of this Circular, within seven days from the date of receiving the business registration dossier, the Business Registration Office at the provincial level must notify the company and guide the company to choose another name according to form MTB-17.

13. Registering the merger of companies

a) The company shall submit the business registration dossier prescribed in point 1 of Section I of this Circular to the Business Registration Office at the provincial level where the merged company plans to locate its headquarters. Accompanying the dossier, the company must have the merger agreement, the minutes of the meetings of the Board of Members for a limited liability company with two or more members, and the minutes of the General Shareholders' Meeting for a joint-stock company.

b) Upon receiving the dossier from the company, the Business Registration Office at the provincial level must issue a receipt according to form MTB-19 and hand it over to the company.

c) Within fifteen days from the date of receiving the dossier, the Business Registration Office at the provincial level shall amend the Business Registration Certificate for the merged company if the name of the merged company is set up in accordance with points 1 and 2 of Section III of this Circular.

d) In case the name of the merged company is not set up in accordance with points 1 and 2 of Section III of this Circular, within seven days from the date of receiving the business registration dossier, the Business Registration Office at the provincial level must notify the company and guide the company to choose another name according to form MTB-17.

đ) The Business Registration Office at the provincial level must revoke the Business Registration Certificate of the company being merged after issuing the Business Registration Certificate for the merged company. If the company being merged has its main office in a different province or centrally-administered city from where the merged company's main office is located, then the merged company must return the Business Registration Certificate of the company being merged to the Business Registration Office at the provincial level where the Business Registration Certificate of the company being merged was issued.

e) For the company being merged with branches or representative offices, the merged company must notify the Business Registration Office at the provincial level where the branch or representative office is located and where the merged company is located to supplement the registration dossier of the branch or representative office and of the merged company.

g) On the Business Registration Certificate issued to the merged company, the issuance date of the Business Registration Certificate shall be the earliest issuance date of the Business Registration Certificate for the company being merged, and the date of amendment shall be the date of issuing the Business Registration Certificate for the merged company.

14. Registration of Company Merger

a) The company shall submit the business registration dossier prescribed at point 1, Section I of this Circular to the Provincial Business Registration Office where the merging company has its principal office. Accompanying the dossier, the company must have the merger agreement, minutes of meetings of the Board of Members for a limited liability company with two or more members, and minutes of meetings of the Shareholders' Meeting for a joint stock company.

b) Upon receiving the dossier from the company, the Business Registration Office at the provincial level must issue a receipt according to form MTB-19 and hand it over to the company.

c) Within seven days from the date of receipt of the dossier, the Provincial Business Registration Office shall amend the Business Registration Certificate for the merging company.

d) The Provincial Business Registration Office must revoke the Business Registration Certificate of the company being merged after issuing the Business Registration Certificate for the merging company. In case the company being merged has its principal office in a different province or centrally-administered city from that of the merging company, then the merging company must return the Business Registration Certificate of the company being merged to the Provincial Business Registration Office where the Business Registration Certificate was originally issued to the company being merged.

đ) For the company being merged which has branches or representative offices, the merging company must notify the Provincial Business Registration Office where the branch or representative office is located and where the merging company is located to supplement the registration dossier of the branch or representative office and of the merging company.

15. Registration of Conversion of Limited Liability Company with Two or More Members into Joint Stock Company and Vice Versa

a) The company shall submit the business registration dossier prescribed at point 1, Section I of this Circular to the Provincial Business Registration Office. Accompanying the dossier, the company must have the decision on conversion, minutes of meetings of the Board of Members for a limited liability company with two or more members, and minutes of meetings of the Shareholders' Meeting for a joint stock company.

b) Upon receiving the dossier from the company, the Business Registration Office at the provincial level must issue a receipt according to form MTB-19 and hand it over to the company.

c) Within fifteen days from the date of receipt of the dossier, the Provincial Business Registration Office shall issue the Business Registration Certificate for the converted company if the name of the converted company is set up in accordance with the provisions at points 1 and 2, Section III of this Circular.

d) If the name of the converted company is not set up in accordance with the provisions at points 1 and 2, Section III of this Circular, within seven days from the date of receipt of the business registration dossier, the Provincial Business Registration Office must inform the company and guide it to choose another name according to form MTB-17.

đ) The Provincial Business Registration Office must revoke the Business Registration Certificate of the converted company after issuing the Business Registration Certificate for the converted company.

e) For the converted company which has branches or representative offices, the converting company must notify the Provincial Business Registration Office where the branch or representative office is located and where the converting company is located to supplement the registration dossier of the branch or representative office and of the converting company.

16. Registration of Conversion of One-Member Limited Liability Company into Limited Liability Company with Two or More Members

a) Within fifteen days from the date of receiving the transfer, the company shall submit the business registration dossier prescribed at point 1, Section I of this Circular to the Provincial Business Registration Office. Accompanying the dossier, the company must have the company transfer agreement.

b) Upon receiving the dossier from the company, the Business Registration Office at the provincial level must issue a receipt according to form MTB-19 and hand it over to the company.

c) Within fifteen days from the date of receipt of the dossier, the Provincial Business Registration Office shall issue the Business Registration Certificate for the converted company if the name of the converted company is set up in accordance with the provisions at points 1 and 2, Section III of this Circular.

d) If the name of the converted company is not set up in accordance with the provisions at points 1 and 2, Section III of this Circular, within seven days from the date of receipt of the business registration dossier, the Provincial Business Registration Office must inform the company and guide it to choose another name according to form MTB-17.

đ) The Provincial Business Registration Office must revoke the Business Registration Certificate of the one-member limited liability company after issuing the Business Registration Certificate for the limited liability company with two or more members.

e) For the one-member limited liability company which has branches or representative offices, after the conversion, the limited liability company with two or more members must notify the Provincial Business Registration Office where the branch or representative office is located and where the limited liability company with two or more members is located to supplement the registration dossier of the branch or representative office and of the limited liability company with two or more members.

17. Registration of Conversion of One-Member Limited Liability Company into Sole Proprietorship

a) Within fifteen days from the date of receiving the transfer, the transferee shall submit the business registration dossier prescribed at point 1, Section I of this Circular to the Provincial Business Registration Office. Accompanying the dossier, there must be the company transfer agreement.

b) Upon receiving the dossier of the sole proprietorship, the Provincial Business Registration Office must record the receipt according to form MTB-19 and hand it over to the sole proprietorship.

c) Within fifteen days from the date of receipt of the dossier, the Provincial Business Registration Office shall issue the Business Registration Certificate for the sole proprietorship if the name of the sole proprietorship is set up in accordance with the provisions at points 1 and 2, Section III of this Circular.

d) If the name of the sole proprietorship is not set up in accordance with the provisions at points 1 and 2, Section III of this Circular, within seven days from the date of receipt of the business registration dossier, the Provincial Business Registration Office must inform the sole proprietorship and guide it to choose another name according to form MTB-17.

đ) The Provincial Business Registration Office must revoke the Business Registration Certificate of the one-member limited liability company after issuing the Business Registration Certificate for the sole proprietorship.

e) For the one-member limited liability company which has branches or representative offices, after the conversion, the sole proprietorship must notify the Provincial Business Registration Office where the branch or representative office is located and where the sole proprietorship has its principal office to supplement the registration dossier of the branch or representative office and of the sole proprietorship.

18. Notification of Temporary Suspension of Business Operations

a) At least fifteen days before suspending operations, the enterprise shall notify the Provincial Business Registration Office where it has registered its business and the tax authority, using form MTB-14.

For joint-stock companies, along with the notification, the company must present a valid copy:

- For limited liability companies with two or more members: The decision and minutes of the meeting of the Board of Members regarding the company's suspension of operations.

- For joint-stock companies: The decision and minutes of the meeting of the Board of Directors regarding the company's suspension of operations.

- For a single-member limited liability company: The decision of the company's owner regarding the company's suspension of operations.

- For a partnership: The decision and minutes of the meeting of the general partners regarding the company's suspension of operations.

b) Upon receipt of the notification, the Provincial Business Registration Office must issue a Receipt Form MTB-19 and hand it over to the enterprise.

19. Reissue of the Business Registration Certificate

a) Reissue of the Business Registration Certificate in case of loss of the Business Registration Certificate.

When the Business Registration Certificate is lost, the enterprise must report to the police agency at the place where the certificate was lost, the Business Registration Office that issued the certificate, and announce the loss on mass media three consecutive times.

Thirty days after the announcement, if the enterprise cannot find the lost Business Registration Certificate, then the enterprise requests the Provincial Business Registration Office that issued the certificate to reissue the Business Registration Certificate for the enterprise. The application dossier for reissuing the Business Registration Certificate includes:

- Application for reissuance of the Business Registration Certificate;

- Confirmation from the police agency regarding the declaration of loss of the Business Registration Certificate by the enterprise;

- Receipt from the newspaper or radio station regarding the acceptance of the announcement of the lost Business Registration Certificate of the enterprise or the newspaper that published this announcement.

b) Reissue of the Business Registration Certificate in case of damage, tear, etc., of the Business Registration Certificate.

In case the Business Registration Certificate is damaged, torn, etc., the enterprise must go through the procedures again to obtain a reissued Business Registration Certificate. The application dossier for reissuing the Business Registration Certificate includes:

- Application for reissuance of the Business Registration Certificate;

- Original Business Registration Certificate that is damaged, torn, etc.

c) When receiving the application dossier of the enterprise in the cases mentioned in items a and b above, the Provincial Business Registration Office must record the receipt according to form MTB-19 and hand it over to the enterprise.

Within five days from the date of receiving the dossier, the Provincial Business Registration Office will reissue the Business Registration Certificate for the enterprise according to the model of the Business Registration Certificate for each type of enterprise MG-1, MG-2, MG-3, MG-4, MG-5. The number of the reissued Business Registration Certificate is the number recorded in the lost Business Registration Certificate, or the damaged, torn, etc., Business Registration Certificate, and the reissued Business Registration Certificate clearly states the reissue.

d) The reissuance of the Business Registration Certificate for branches and representative offices in case of loss, damage, tear, etc., shall be carried out according to the provisions in items a and b above.

20. Replacement of the Business Registration Certificate issued under the Law on Private Enterprises, Law on Companies

a) An enterprise replaces the Business Registration Certificate issued under the Law on Private Enterprises, Law on Companies to obtain a new Business Registration Certificate with a business registration number as prescribed in this Circular, in the following cases:

- The enterprise loses its seal;

- The enterprise changes its name;

- The enterprise moves its main office to another province or city;

- The enterprise voluntarily replaces the Business Registration Certificate.

b) On the reissued Business Registration Certificate, the date of issuance of the original Business Registration Certificate and the date of reissuance of the Business Registration Certificate shall be recorded.

21. Notification and retention of business registration content

a) Within seven days from the date of issuance of the Business Registration Certificate, replacement of the Business Registration Certificate, reissuance of the Business Registration Certificate, revocation of the Business Registration Certificate of the enterprise, the Provincial Business Registration Office sends copies of the Business Registration Certificate, copies of the replaced Business Registration Certificate, copies of the reissued Business Registration Certificate, and notices of revocation of the Business Registration Certificate to the Ministry of Planning and Investment, tax authorities, statistical agencies, economic and technical management agencies at the same level, and the District Business Registration Office where the enterprise's main office is located.

b) After issuing the Business Registration Certificate, replacing the Business Registration Certificate, reissuing the Business Registration Certificate, revoking the Business Registration Certificate, or receiving the enterprise's temporary suspension of operations notice, the Provincial Business Registration Office records the business registration content of the enterprise in the Business Registration Book kept at the Business Registration Office.

c) The provisions on notification and retention of information in items a and b above also apply to the Business Registration Certificate of branches and representative offices.

d) Regularly in the second week of each month, the Provincial Business Registration Office prepares a report on the business registration situation of the previous month in the province according to form BC-1 and sends it to the Ministry of Planning and Investment. If the Provincial Business Registration Office has been connected to the Internet, before sending the written report, electronic mail (Email) can be used to send the report quickly to the email address [email protected] of the Ministry of Planning and Investment.

đ) For Provincial Business Registration Offices that have been connected to the Enterprise Information Center, in addition to implementing the provisions in items a, b, c, and d above, after issuing the Business Registration Certificate, the Business Registration Office is responsible for transmitting data to the Enterprise Information Center (Small and Medium Enterprise Development Department).

II. BUSINESS REGISTRATION FOR INDIVIDUAL HOUSEHOLDS

1. Procedure and formalities for business registration

a) An individual or the representative of a household submits an application for registration of a sole proprietorship business to the Registration Authority at the district level where the business location is located, using Form MĐ-6. For itinerant traders or those engaged in mobile trade within a district, they must choose a fixed location for registration such as their place of permanent residence registration, temporary residence registration, or the location of purchase and transaction.

When submitting the application for registration, an individual or the representative of a household must present the original household registration book or Identity Card or Passport of the person named in the business registration.

In cases where the business involves industries or trades that require a professional certificate, a copy of the professional certificate of the individual or the representative of the household must be attached with the application.

b) Upon receiving the application for registration, the Registration Authority at the district level must issue a Receipt according to Form MTB-20 and hand it over to the applicant.

c) Within seven days from the date of receipt of the application, the Registration Authority at the district level where the sole proprietorship business is located shall issue a Business Registration Certificate to the sole proprietorship business according to Form MG-6, if all conditions stipulated in Clause 2 and Clause 3 of Article 26 of Decree No. 109/2004/ND-CP are met.

The Registration Authority at the district level shall record the number of the Business Registration Certificate of the sole proprietorship business as follows:

- Province or centrally administered city code: 2 digits.

- District, town, or city under province code: 1 digit.

  (Annex I issued together with this Circular)

- Type code: 1 digit, 8 = sole proprietorship business.

- Sole proprietorship business serial number: 6 digits, ranging from 000001 to 999999.

Example of recording the number of the Business Registration Certificate of a sole proprietorship business:

- A sole proprietorship business operating at Hoàn Kiếm District, Hanoi City, shall have its Business Registration Certificate recorded as follows:

01C8000002 (Business Registration Certificate issued to the second sole proprietorship business at Hoàn Kiếm District, Hanoi City).

d) In cases where the required documents are not complete as prescribed in paragraph a of this point, or the information provided is incomplete, or the name of the sole proprietorship business is identical to another registered sole proprietorship business in the same district or county, within five days from the date of receipt of the application, the Registration Authority at the district level must notify the business registrant clearly about the requirements for amendment and supplementation, and the method of amendment and supplementation, according to Form MTB-18.

2. Industries and Trades Registered in the Certificate of Business Registration

The industry or trade recorded in the Business Registration Certificate of a sole proprietorship business shall comply with the provisions set out in Point 2 of Section I of this Circular.

3. Amendment of business registration content

a) When amending the previously registered business content, a sole proprietorship business shall submit a notification to the Registration Authority at the district level where the business was originally registered, using Form MTB-15.

In cases where the business changes to an industry or trade requiring a professional certificate, a copy of the professional certificate of the individual or the representative of the household must be attached with the notification.

b) Upon receiving the notification, the Registration Authority at the district level must issue a Receipt according to Form MTB-20 and hand it over to the sole proprietorship business.

c) Within five days from the date of receipt of the notification, the Registration Authority at the district level where the sole proprietorship business was originally registered shall change the Business Registration Certificate of the sole proprietorship business according to Form MG-6.

d) In cases where the business location is changed to another district or county, the sole proprietorship business shall submit a notification to the Registration Authority at the district level where the business was originally registered, using Form MTB-15. At the same time, the notification must be sent to the Registration Authority at the district level where the new business location is planned, along with a certified copy of the Business Registration Certificate.

- The Registration Authority at the district level where the sole proprietorship business was originally registered and the Registration Authority at the district level where the new business location is planned must issue a Receipt according to Form MTB-20 and hand it over to the sole proprietorship business.

- Within five days from the date of receipt of the notification, the Registration Authority at the district level where the new business location is planned shall revoke the previously issued Business Registration Certificate of the sole proprietorship business and issue a new Business Registration Certificate according to Form MG-6, if the name of the sole proprietorship business does not duplicate the name of another registered sole proprietorship business in the same district or county where the business is moving to.

- If the name of the sole proprietorship business duplicates the name of another registered sole proprietorship business in the same district or county where the business is moving to, within five days from the date of receipt of the notification, the Registration Authority at the district level where the new business location is planned shall notify the sole proprietorship business and guide them to choose a different name, according to Form MTB-18.

- Within five days from the date of issuance of the new Business Registration Certificate to the sole proprietorship business, the Registration Authority at the district level shall notify the previous Registration Authority at the district level where the sole proprietorship business was registered of the revocation of the Business Registration Certificate.

4. Replacement of previously issued Business Registration Certificates and issuance of new Business Registration Certificates with registration numbers as prescribed in this Circular

a) From the effective date of this Circular until December 31, 2004, the Registration Authority at the district level encourages and facilitates sole proprietorship businesses that were granted a Business License according to Decree No. 66/HĐBT dated March 2, 1992, or a Business Registration Certificate according to Circular No. 03/2000/TT-BKH dated March 2, 2000, to apply for replacement of their Business Registration Certificate with a new registration number as prescribed in this Circular.

b) As of January 1, 2005, the Business Registration Authority at the district level shall use the model of the Business Registration Certificate provided for in this Circular to reissue the Business Registration Certificate for individual business households that have been issued a Business License pursuant to Decree No. 66/HĐBT dated March 2, 1992, or have been issued a Business Registration Certificate pursuant to Circular No. 03/2000/TT-BKH dated March 2, 2000.

c) The date of issuance on the reissued Business Registration Certificate shall record both the date of issuance of the old Business Registration Certificate and the date of reissuance.

5. Notification of temporary cessation of business operations by individual business households

a) In cases where the cessation of business operations lasts thirty days or more, the individual business household shall submit a notification according to Form MTB-16 to the Business Registration Authority at the district level where the individual business household has registered.

b) Upon receiving the notification, the Registration Authority at the district level must issue a Receipt according to Form MTB-20 and hand it over to the sole proprietorship business.

6. Notification and retention of business registration content

a) Within seven days from the date of issuance of the Business Registration Certificate, change of the Business Registration Certificate, reissuance of the Business Registration Certificate, or revocation of the Business Registration Certificate of an individual business household, the Business Registration Authority at the district level must send copies of the Business Registration Certificate, copies of the changed Business Registration Certificate, copies of the reissued Business Registration Certificate, and notifications of revocation of the Business Registration Certificate to the tax authority at the same level.

b) After issuing the Business Registration Certificate, changing the Business Registration Certificate, reissuing the Business Registration Certificate, or revoking the Business Registration Certificate, upon receipt of a notification of temporary cessation of business operations, the Business Registration Authority at the district level shall record the business registration content of the individual business household in the Business Registration Book kept at the Business Registration Authority.

c) On a monthly basis, during the first week of each month, the Business Registration Authority at the district level shall prepare a report on the business registration situation of the previous month at the district level according to Form BC-2 and send it to the Business Registration Department at the provincial level. In cases where the Business Registration Authority at the district level has internet connectivity, before sending the report in writing, electronic mail (Email) may be used to quickly send the report to the Business Registration Department at the provincial level.

III. BUSINESS NAME

1. The business name shall be established in accordance with Clause 1 of Article 24 of the Enterprise Law and Articles 7, 8, 9, and 10 of Decree No. 109/2004/NĐ-CP and other relevant laws.

2. In addition to the provisions set forth in Point 1 of this Section, to minimize the possibility of duplication or confusion of business names, when establishing a business name, the following requirements must be met:

a) An enterprise may include its industry or profession in its business name if it has registered to conduct such industry or profession. When an enterprise changes its registered industry or profession used in its business name, it must apply to change its business name.

b) If the business name uses components that describe the quality of products or services, it must be confirmed by the state management agency responsible for product quality.

c) The business name must not be identical or confusingly similar to the business name of another enterprise of the same type that has already registered for business, excluding enterprises that have been registered but had their Business Registration Certificates revoked.

d) The business name must be written in Vietnamese and may also be written in one or several foreign languages below the Vietnamese name, using smaller font size.

đ) The following situations shall be considered as being confused with the names of other enterprises:

- The Vietnamese name of the enterprise applying for registration sounds the same as the name of an already registered enterprise.

- The Vietnamese name of the enterprise applying for registration differs from the name of an already registered enterprise only by the symbol “&”.

- The abbreviation of the enterprise applying for registration is the same as the abbreviation of an already registered enterprise.

- The foreign language name of the enterprise applying for registration is the same as the foreign language name of an already registered enterprise.

- The name of the enterprise applying for registration differs from the name of an already registered enterprise only by natural numbers, serial numbers, or Vietnamese letters immediately following the specific name of the enterprise, except in cases where the enterprise applying for registration is a subsidiary of the already registered enterprise. For example: Joint Stock Company Construction Thang Long A is confused with Joint Stock Company Construction Thang Long (already registered for business earlier), except in the case where Joint Stock Company Construction Thang Long A is a subsidiary of Joint Stock Company Construction Thang Long.

- The name of the enterprise applying for registration differs from the name of an already registered enterprise only by the word “new” placed immediately after or “old” placed immediately before the name of the already registered enterprise. Similar considerations apply to the cases of “old” and “new,” “black” and “dark,” “white” and “light,” etc.

- The name of the enterprise applying for registration differs from the name of an already registered enterprise only by the words “North,” “Northern,” “South,” “Southern,” “Central,” “Central,” “West,” “Western,” “East,” “Eastern,” “Northwest,” “Northwestern,” “Northeast,” “Northeastern,” “Southeast,” “Southeastern,” “South Central Coast,” “South Central Coastal,” “Coastal,” “Coastal,” etc., except in cases where the enterprise applying for registration is a subsidiary of the already registered enterprise.

3. Naming joint stock companies formed through corporate transformation:

Before deciding on the name of a joint stock company formed through corporate transformation, the state-owned enterprise shall refer to the names of existing joint stock companies stored at the Business Registration Department at the provincial level where the transformed joint stock company intends to establish its headquarters to avoid duplication and confusion with the names of other registered joint stock companies.

4. In cases where it is necessary to examine and respond to the name of a business when registering for business operations, the Provincial Business Registration Department shall send a letter to the Department of Culture, Sports and Tourism, the Department of Science and Technology, and the Vietnam Institute of Social Sciences (the entity with the function of researching linguistics) using the MTB-21 form to seek opinions on the business name. In this case, the business name will be examined based on the collection of opinions from the aforementioned agencies and the Provincial Business Registration Department, decided by majority; if the opinions regarding the business name cannot be resolved by majority, they will be reviewed and decided according to the opinion of the Vietnam Institute of Social Sciences. The Provincial Business Registration Department is responsible for compiling and retaining the opinions of the responding agencies on the business name. If the enterprise disagrees with the opinions on the business name provided by the responding agencies, it has the right to appeal to the Provincial People's Committee or file a lawsuit with the Administrative Court at the location where the business registration application was submitted, in accordance with the law.

5. Enterprises that registered for business operations before Decree No. 109/2004/NĐ-CP took effect, which have identical names or names causing confusion with other enterprises, are not required to compulsorily change their names. The Provincial Business Registration Department encourages and facilitates conditions for enterprises with identical names or names causing confusion to negotiate among themselves to change their business names.

IV. IMPLEMENTATION PROVISIONS

This Circular replaces Circular No. 08/2002/TT-BKH dated November 23, 2001 issued by the Ministry of Planning and Investment and takes effect fifteen days after its publication in the Official Gazette.

During implementation, if there are any difficulties, they should be promptly reported to the Ministry of Planning and Investment for study, amendment, and supplementation./.