Circular No. 03/2006/TT-BKH guides certain contents regarding business registration files, procedures, and formalities as stipulated in Decree No. 88/2006/NĐ-CP dated August 29, 2006, of the Government on business registration.

CIRCULAR

1. For Enterprises, Individual Businesses

a) Business registration files for each type of enterprise and individual business shall be carried out in accordance with the provisions of Articles 14, 15, 16 and Clause 1, Clause 2 of Article 38 of Decree No. 88/2006/NĐ-CP.

b) The Application for Business Registration shall be implemented according to the model prescribed in Appendix I attached hereto.

c) The list of members, founding shareholders, and authorized representatives shall be implemented according to the model prescribed in Appendix II attached hereto.

2. For Branches, Representative Offices, Business Locations

a) Files for registering branch operations, representative offices, and notifying business locations shall be carried out in accordance with the provisions of Article 24 of Decree No. 88/2006/NĐ-CP.

b) Notifications regarding the establishment of branches, representative offices, and business locations shall be implemented according to the model prescribed in Appendix III attached hereto.

II. BUSINESS REGISTRATION CERTIFICATE, ACTIVITY REGISTRATION CERTIFICATE

The Business Registration Certificate and Activity Registration Certificate shall be implemented according to the model prescribed in Appendix IV attached hereto.

III. BUSINESS REGISTRATION PROCEDURES, PROCEDURES FOR CHANGING BUSINESS REGISTRATION CONTENTS

1. Business registration procedures for establishing enterprises shall be carried out in accordance with the provisions of Articles 19, 20, 21; branch and representative office activity registration procedures shall be carried out in accordance with the provisions of Article 24; business registration procedures for cases of supplementing and changing business registration contents shall be carried out in accordance with the provisions of Articles 25, 26, 27, 28, 29, 30, 31, 32, 33, 34; business registration and changing business registration contents for individual businesses shall be carried out in accordance with the provisions of Articles 38 and 41 of Decree No. 88/2006/NĐ-CP.

a) In the case where the enterprise founder authorizes their representative to handle business registration procedures, when receiving the business registration file, the Provincial Business Registration Department shall request the authorized person to present a valid identification card, passport, or other legally recognized personal identification as stipulated in Article 18 of Decree No. 88/2006/NĐ-CP and the authorization letter.

b) The receipt prescribed in Clause 3 of Article 19 of Decree No. 88/2006/NĐ-CP shall be implemented according to the model at Appendix V attached hereto.

c) The notification from the business registration authority regarding the required modifications and supplements to the business registration file as stipulated in Clause 2 of Article 21 of Decree No. 88/2006/NĐ-CP shall be implemented according to the model at Appendix V attached hereto.

d) Notifications from enterprises and individual businesses regarding changes to business registration contents as stipulated in Articles 25, 26, 27, 28, 29, 30, 31, 32, 33, 34 of Decree No. 88/2006/NĐ-CP shall be implemented according to the model prescribed in Appendix III attached hereto.

đ) When changing registered contents of branches, representative offices, or business locations, the enterprise shall send notifications according to the model prescribed in Appendix III attached hereto to the Provincial Business Registration Department at the location of the branch or representative office's headquarters to obtain a new Business Activity Registration Certificate for the branch or representative office according to the model prescribed in Appendix IV.

e) In the event of ceasing operations of a branch or representative office, the enterprise shall notify the Provincial Business Registration Department at the location of the branch or representative office's headquarters to submit the Business Activity Registration Certificate of the branch or representative office intended to cease operations. For corporations, the notification must also include a valid copy of the decision and minutes of the board meeting for joint-stock companies with two or more shareholders, the owner's decision for a single-member limited liability company, the board of directors' decision for a joint-stock company, and the decisions of general partners for a partnership regarding the cessation of branch or representative office operations; simultaneously, the enterprise shall notify the Provincial Business Registration Department at the headquarters location of the enterprise to obtain a new Business Registration Certificate.

In the case of changing the name of a branch or representative office located outside the province or centrally governed city where the enterprise's main headquarters is situated, along with the notification, a valid copy of the Business Registration Certificate of the enterprise must be provided.

When changing the name or address of a branch or representative office, the enterprise shall notify the Provincial Business Registration Department at the headquarters location of the enterprise about the change in the name or address of the branch or representative office and provide a valid copy of the Business Activity Registration Certificate of the branch or representative office to obtain a new Business Registration Certificate.

f) When ceasing operations of a branch or representative office, the enterprise shall notify the Provincial Business Registration Department at the location of the branch or representative office's headquarters to submit the Business Activity Registration Certificate of the branch or representative office intended to cease operations. For corporations, the notification must also include a valid copy of the decision and minutes of the board meeting for joint-stock companies with two or more shareholders, the owner's decision for a single-member limited liability company, the board of directors' decision for a joint-stock company, and the decisions of general partners for a partnership regarding the cessation of branch or representative office operations; simultaneously, the enterprise shall notify the Provincial Business Registration Department at the headquarters location of the enterprise to obtain a new Business Registration Certificate.

2. The person establishing a business or a household for business may submit the business registration dossier to the business registration authority via electronic means. In this case, after reviewing the dossier, the business registration authority shall notify the person establishing the business of the contents that need to be amended or supplemented in the dossier (if any) or the time to come and collect the Business Registration Certificate. The deadline for notifying amendments or supplements to the business registration dossier shall be implemented according to the provisions of Clause 2, Article 21 of Decree No. 88/2006/NĐ-CP. When coming to collect the Business Registration Certificate, the person establishing the business must submit a set of paper business registration dossiers as prescribed in Decree No. 88/2006/NĐ-CP for the business registration authority to compare and retain the dossier. This provision also applies to the case where a business registers to establish a branch, representative office, place of business, and to amend or supplement the business registration content.

3. The industry and trade code registered in the Business Registration Certificate only has significance for statistical purposes.

IV. BUSINESS REGISTRATION FOR COMPANIES ESTABLISHED ON THE BASIS OF DIVISION, SEPARATION, MERGER, TRANSFORMATION AND FOR COMPANIES RECEIVING MERGER

1. The business registration dossier for companies established on the basis of division, separation, merger, transformation, and for companies receiving merger shall be implemented according to the provisions of Article 17 of Decree No. 88/2006/NĐ-CP.

2. In cases where a business has branches or representative offices located outside the province or centrally-administered city where the business's headquarters is situated, the company established on the basis of division, separation, merger, transformation, or merger shall notify the Provincial Business Registration Department where the branch or representative office is located to change the content of the business operation registration of the branch or representative office.

V. BUSINESS REGISTRATION NUMBER

1. For Enterprises

The Provincial Business Registration Department records the number of the Business Registration Certificate of the business as follows:

- Province Code: 2 digits, according to Appendix IX issued together with this Circular.

- Organizational Form Code: 1 digit, 0 for a business, 1 for a branch, 2 for a representative office.

- Business Type Code: 1 digit, 1 for a sole proprietorship, 2 for a limited liability company with two or more shareholders, 3 for a joint stock company, 4 for a single-member limited liability company, 5 for a partnership.

- Business Serial Number: 6 digits, from 000001 to 999999.

2. For households for business

The Business Registration Authority at the district level records the number of the Business Registration Certificate of the household for business as follows:

- Province Code: 2 digits, according to Appendix IX issued together with this Circular.

- District Code: 1 digit, according to Appendix IX issued together with this Circular.

- Type Code: 1 digit, 8 = household for business.

- Household for Business Serial Number: 6 digits, from 000001 to 999999.

VI. TEMPORARY SUSPENSION OF BUSINESS OPERATIONS AND REVOCATION OF BUSINESS REGISTRATION CERTIFICATE

1. The notification of temporary suspension of business operations as stipulated in Clause 2, Article 41 and Article 43 of Decree No. 88/2006/NĐ-CP shall be implemented according to the model at Appendix V issued together with this Circular.

2. The notification of the violation behavior of the business and the Decision to revoke the Business Registration Certificate as stipulated in Article 46 of Decree No. 88/2006/NĐ-CP shall be implemented according to the model at Appendix VI issued together with this Circular.

VII. ANNOUNCEMENT AND RETENTION OF BUSINESS REGISTRATION CONTENTS

1. The provision of information as stipulated in Clause 2, Article 22 and Clause 5, Article 38 of Decree No. 88/2006/NĐ-CP shall be implemented according to the model at Appendix VII issued together with this Circular.

2. When processing business registration, the business registration authority shall record the business registration content information in the business registration book retained at the business registration authority. The business registration book may be electronic files.

3. For Provincial Business Registration Departments connected to the Small and Medium Enterprise Development Agency, in addition to implementing the provisions of Points 1 and 2 of this Section, when processing business registration, the Provincial Business Registration Department shall have the responsibility to transmit data to the Small and Medium Enterprise Development Agency.

4. Individuals and organizations may request the Business Registration Department to provide information about business registration contents and copies of the Business Registration Certificate of businesses within their locality and pay fees as prescribed by law.

VIII. IMPLEMENTATION PROVISIONS.

This Circular replaces Circular No. 03/2004/TT-BKH dated June 29, 2004 of the Ministry of Planning and Investment guiding the procedures and formalities for business registration under Decree No. 109/2004/NĐ-CP dated April 2, 2004 of the Government on business registration and shall take effect from the date of signature.