Circular No. 05/2005/TT-BKH guiding certain provisions of Government Decree No. 87/2005/NĐ-CP dated July 11, 2005 on registration of business for cooperatives

CIRCULAR

Guidelines for certain provisions of Decree No. 87/2005/ND-CP dated July 11, 2005 of the Government on business registration for cooperatives

of the Government on business registration for cooperatives

Pursuant to Decree No. 87/2005/ND-CP dated July 11, 2005 of the Government on business registration for cooperatives (hereinafter referred to as Decree No. 87/2005/ND-CP);

Pursuant to Decree No. 61/2003/ND-CP dated June 6, 2003 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Planning and Investment;

The Ministry of Planning and Investment issues guidelines for certain provisions on business registration for cooperatives and sample documents used in business registration as follows:

I. NAME AND LOGO OF THE COOPERATIVE

1. Issues related to naming cooperatives under Article 13 of Decree No. 87/2005/ND-CP

1.1. In addition to the provisions of Article 8 of the Law on Cooperatives and Articles 8, 9, 10, 11, and 12 of Decree No. 87/2005/ND-CP and relevant laws, when naming a cooperative, the following regulations must be adhered to:

a) A cooperative may use the name of its industry or trade registered for business to form part of its name. If a cooperative changes the industry or trade used to form its name, it must change its name accordingly;

b) If the cooperative's name includes elements that describe the quality of its products or services, such elements must be confirmed by the competent state management agency for product quality;

c) The cooperative's name shall not be identical or confusingly similar to the name of another cooperative that has been granted a Business Registration Certificate which is still valid. Before deciding on the name of the cooperative, the cooperative should refer to the names of other operating cooperatives stored at the business registration authority where the cooperative intends to establish its principal office to avoid duplication and confusion with the names of other registered cooperatives;

d) The cooperative's name must be written in Vietnamese and may also be translated and written in one or more foreign languages with a font size not larger than the Vietnamese name;

1.2. Cooperatives that registered for business before Decree No. 87/2005/ND-CP took effect, whose names are identical or confusingly similar to those of other cooperatives, are not required to change their names. The business registration authority encourages and facilitates such cooperatives to change their names.

1.3. In cases where opinions on the cooperative's name are sought

a) Where the cooperative's name is related to Article 9 of Decree No. 87/2005/ND-CP, the business registration authority sends a letter to the Department of Culture and Information, the Department of Science and Technology, and the Institute of Social Sciences (the unit responsible for linguistic research) using forms HTXCV and HTXMP to seek opinions on the cooperative's name;

b) Within fifteen working days from the date of receipt of the letter, the agencies asked for opinions must reply in writing;

c) The cooperative's name is decided based on the majority opinion after consolidating the opinions of the agencies asked for opinions. In case of equal division of opinions, the name of the cooperative is decided according to the opinion of the Institute of Social Sciences;

d) Within seven working days from the end of the period for soliciting opinions on the cooperative's name, the business registration authority must notify in writing the final decision on the cooperative's name. If the final decision does not agree with the name proposed by the cooperative, the cooperative must choose another name;

2. Submitting copies of the cooperative's logo

Within seven working days from the date the competent state authority registers the cooperative's logo, the cooperative must submit a notification according to form HTXTB-2 to the authority that issued the business registration certificate along with a certified copy of the logo registration certificate;

II. GUIDELINES FOR CERTAIN CONTENTS REGARDING THE PROCEDURE FOR BUSINESS REGISTRATION

1. Business registration dossier under Article 14 of Decree No. 87/2005/ND-CP

1.1. Business registration application form according to model HTXMĐ;

1.2. Cooperative charter or charter of the cooperative federation established in accordance with Decree No. 77/2005/ND-CP dated June 9, 2005 of the Government on the issuance of a model for drafting the cooperative charter;

1.3. Number of members of the cooperative or list of member cooperatives of the cooperative federation; list of the Management Board of the cooperative or the Board of Directors of the cooperative federation; list of the Supervisory Board of the cooperative or the cooperative federation, according to model HTXDS;

1.4. Minutes approved at the founding meeting of the cooperative or cooperative federation as stipulated in point d, Clause 3, Article 11 of the Law on Cooperatives 2003. The minutes are signed by the head of the Management Board of the cooperative or the Chairman of the Board of Directors of the cooperative federation;

2. Delegation to carry out business registration

In cases where the legal representative of the cooperative delegates someone to submit the business registration dossier, there must be a power of attorney or a business registration delegation contract confirmed by the local authority where the delegate resides or by the legal representative of the employer entity for the delegate;

3. Submission and acceptance of the business registration dossier

3.1. Acceptance of the business registration dossier

When accepting the dossier, the business registration authority:

a) Requests the legal representative of the cooperative or the person delegated to register for business to present the original and submit a copy of their identity card or passport, and submit the power of attorney or business registration delegation contract;

b) Must issue a receipt according to form HTXTB-3 and hand it over to the person submitting the dossier;

3.2. Cooperatives can submit their business registration dossier, branch activity registration, representative office registration, or changes to the business registration content to the business registration authority via email in accordance with Clause 1, Article 15 of Decree No. 87/2005/ND-CP;

4. Industry and trade registered in the Business Registration Certificate according to point b, Clause 1, Article 4 of Decree No. 87/2005/ND-CP

Outside the industries and trades prohibited from business as stipulated in Appendix I of Circular Joint Circular No. 07/2001/TTLB/BKH-TCTK dated November 1, 2001 issued by the Ministry of Planning and Investment and the General Statistics Office guiding the industries and trades for use in business registration, the industries and trades in the Business Registration Certificate shall be recorded as follows:

4.1. For industries and trades that do not require conditions, or have statutory capital, or professional certificates, the industries and trades shall be recorded according to the guidance provided in Joint Circular No. 07/2001/TTLB/BKH-TCTK dated November 1, 2001 issued by the Ministry of Planning and Investment and the General Statistics Office guiding the industries and trades for use in business registration.

4.2. For industries and trades which, according to laws, ordinances, decrees, require conditions, or statutory capital, or professional certificates, the industries and trades shall be recorded according to the provisions of those laws, ordinances, and decrees.

5. The model of the Business Registration Certificate pursuant to Clause 2 Article 4 of Decree No. 87/2005/NĐ-CP

5.1. The Business Registration Certificate according to Model HTXMG - 1.

5.2. The printed form of the Business Registration Certificate for cooperatives is unified with the printed form of the Business Registration Certificate for enterprises. The cover of the Business Registration Certificate for cooperatives has a specific background color and font style, which is uniformly issued by the Ministry of Planning and Investment.

5.3. The cover of the Business Registration Certificate only applies to newly established cooperatives and cooperatives registering new business activities or changing business registration contents as prescribed in this Circular.

6. Notification of establishment of branch offices and representative offices pursuant to Clause 2 Article 16 of Decree No. 87/2005/NĐ-CP

6.1. Cooperatives registering the operation of branches or representative offices in a different district but within the same province as their headquarters shall register at the business registration authority of the district where the cooperative intends to establish the branch or representative office.

6.2. Cooperatives registering the operation of branches or representative offices in a different province from their headquarters shall register at the business registration authority of the province where the cooperative intends to establish the branch or representative office.

6.3. Notification of establishment of branches and representative offices according to Model HTXTB - 1.

6.4. The Business Registration Certificate for branches according to Model HTXMG - 2; The Business Registration Certificate for representative offices according to Model HTXMG - 3.

6.5. The printed form of the Business Registration Certificate for branches and representative offices of cooperatives is unified with the printed form of the Business Registration Certificate for branches and representative offices of enterprises. The cover of the Business Registration Certificate for branches and representative offices of cooperatives has a specific background color and font style, which is uniformly issued by the Ministry of Planning and Investment.

6.6. The cover of the Business Registration Certificate for branches and representative offices only applies to newly registered cooperatives and cooperatives changing business registration contents as prescribed in this Circular.

7. Recording the code number of the Business Registration Certificate, the Business Registration Certificate for branches, and representative offices

7.1. The recording of the code number of the Business Registration Certificate for cooperatives shall be carried out in the following sequence:

a) Provincial code: 2 digits specified in Appendix I: Provincial and District Codes issued together with Circular No. 03/2004/TT-BKH dated June 29, 2004 issued by the Ministry of Planning and Investment guiding the procedures and formalities for business registration as prescribed in Government Decree No. 109/2004/NĐ-CP dated April 2, 2004 on business registration;

b) District code: 1 digit specified in Appendix I: Provincial and District Codes issued together with Circular No. 03/2004/TT-BKH dated June 29, 2004 issued by the Ministry of Planning and Investment guiding the procedures and formalities for business registration as prescribed in Government Decree No. 109/2004/NĐ-CP dated April 2, 2004 on business registration;

c) Code number of organizational form: 0 for cooperatives or cooperative federations, 1 for branches, 2 for representative offices;

d) Code number of type of cooperative or cooperative federation: 1 digit with the number 7;

e) Code number of the order of cooperatives, branches, or representative offices registered at the district-level business registration authority: 5 digits, from 00001 to 99999;

f) Code number of the order of cooperatives, cooperative federations, branches, or representative offices registered at the provincial-level business registration authority: 6 digits from 000001 to 999999;

7.2. Examples of recording the code number of the Business Registration Certificate, the Business Registration Certificate for branches, and representative offices are as follows:

a) For cooperatives or cooperative federations with headquarters in Hanoi City, registered at the provincial-level business registration authority, the code number of the Business Registration Certificate is: 0107000002 (Business Registration Certificate issued for the second cooperative or cooperative federation with headquarters in Hanoi City, issued by the Department of Planning and Investment's Business Registration Division in Hanoi City);

b) For cooperatives with headquarters in Ba Dinh District, Hanoi City, registered at the district-level business registration authority (Ba Dinh District's Planning-Economy Office), the code number of the Business Registration Certificate is: 0107A00003 (Business Registration Certificate issued for the third cooperative with headquarters in Ba Dinh District, Hanoi City, issued by the Ba Dinh District business registration authority);

c) For cooperatives or cooperative federations registering business operations in another province with a branch located in Ho Chi Minh City, the code number of the Business Registration Certificate for the branch is: 4117000004 (Business Registration Certificate issued for the fourth branch of a cooperative or cooperative federation located in Ho Chi Minh City, issued by the Ho Chi Minh City Department of Planning and Investment's Business Registration Division).

d) A cooperative or a cooperative federation with its headquarters in Hanoi has a representative office located in Ba Dinh District, Hanoi, which is issued a registration certificate for representative office operation code by the business registration authority at the district level, the code being: 0127A00005 (the fifth registration certificate for operation issued to cooperatives or cooperative federations' representative offices located in Ba Dinh District, Hanoi by the Ba Dinh District business registration authority).

8. Record the date of issuance of the Business Registration Certificate for the divided cooperative or the merged cooperative.

8.1. The date of issuance of the Business Registration Certificate for the divided cooperative shall be recorded according to the date of issuance of the first Business Registration Certificate for the cooperative being divided.

The date of change in business registration content of the divided cooperative is the date of issuance of the Business Registration Certificate for the divided cooperative.

8.2. The date of issuance of the Business Registration Certificate for the merged cooperative shall be recorded according to the earliest date of issuance of the enterprise registration certificate among the cooperatives being merged.

9. Change of place of business registration of cooperatives pursuant to Article 18 of Decree 87/2005/NĐ-CP shall be carried out as follows:

9.1. The cooperative sends a notification in form HTXTB - 2 together with the dossier prescribed in Clause 1 of Article 18 of Decree 87/2005/NĐ-CP to the authority that issued the Business Registration Certificate for the cooperative.

9.2. The business registration authority prepares a dossier of the cooperative's business registration into three copies. One copy is kept by the business registration authority; one copy is handed over to the cooperative and one copy is sent to the new business registration authority where the cooperative is transferring to. The receipt has signatures of the person delivering and receiving the dossier; the entire dossier is sealed and handed over to the recipient. On the envelope of the dossier, it states "cooperative dossier... (name of cooperative)" with the sender being the old business registration authority and the recipient being the new business registration authority;

9.3. The cooperative is responsible for transferring the dossier to the new business registration authority within seven working days for the same province or fifteen working days for another province, counted from the day of receiving the dossier.

9.4. The old business registration authority sends a notice about the cooperative's transfer of place of business registration to the provincial business registration authority if the old business registration authority is a district-level business registration authority, or to the district-level business registration authority if the old business registration authority is a provincial-level business registration authority; the local government where the cooperative's headquarters is located and related state management agencies at the same level.

9.5. The new business registration authority receives the dossier and registers the cooperative's business according to Article 15 of Decree 87/2005/NĐ-CP; simultaneously, it retrieves the old Business Registration Certificate of the cooperative.

10. Change of business registration content

10.1. The cooperative notifies the change of business registration content as stipulated in Articles 17, 18, 19, 20, 21, 22, and 23 of Decree 87/2005/NĐ-CP using form HTXTB - 2; the business registration authority records the change of business registration content using form HTXMG - 1.

10.2. The cooperative notifies the change of branch or representative office activity registration content using form HTXTB - 2; the business registration authority records the change of activity content using forms HTXMG - 2 and HTXMG - 3.

10.3. In case of changing multiple business registration contents at the same time, the cooperative fills in form HTXTB - 2 and prepares a single dossier, and the business registration authority registers all changes in business registration content at once using form HTXMG - 1.

10.4. In case the cooperative registers the amended cooperative charter according to Article 23 of Decree 87/2005/NĐ-CP, the cooperative sends the full text of the amended charter along with a document explaining the differences between the new and old charters to the authority that issued the Business Registration Certificate.

11. Reissue of Business Registration Certificate, Branch Operation Certificate, Representative Office Operation Certificate

11.1. The Business Registration Certificate, Branch Operation Certificate, and Representative Office Operation Certificate will be reissued in case they are lost or damaged.

11.2. When losing the Business Registration Certificate, Branch Operation Certificate, or Representative Office Operation Certificate, the cooperative must report to the police authority where the certificates were lost and obtain a written confirmation from the police authority, while also notifying the business registration authority that issued the certificates and publishing a notice of loss in a daily newspaper of central or local circulation for three consecutive issues.

After thirty days from the publication date, if the cooperative cannot find the lost Business Registration Certificate, Branch Operation Certificate, or Representative Office Operation Certificate, the cooperative requests the business registration authority that issued the certificates to reissue them. The application dossier for reissuing the Business Registration Certificate, Branch Operation Certificate, or Representative Office Operation Certificate includes:

a) An application for reissuance of the Business Registration Certificate or Branch/Representative Office Operation Certificate;

b) Confirmation from the police authority regarding the declaration of loss of the Business Registration Certificate or Branch/Representative Office Operation Certificate of the cooperative;

c) Receipt from the mass media agency confirming the acceptance of the publication of the notice of loss of the Business Registration Certificate or Branch/Representative Office Operation Certificate of the cooperative, or a printout of the three published issues.

d) The registration number of the Business Registration Certificate or the Branch Operation Certificate issued again shall be the same registration number recorded in the original Business Registration Certificate or Branch Operation Certificate that was lost.

e) Within five working days from the date of receiving complete and valid application files, the business registration authority shall issue again the Business Registration Certificate or the Branch Operation Certificate to the cooperative.

11.3. In case the Business Registration Certificate or the Branch Operation Certificate is damaged, the cooperative shall proceed with the procedures to obtain a new Business Registration Certificate or Branch Operation Certificate. The application file for issuing a new Business Registration Certificate or Branch Operation Certificate includes:

a) A request for issuance of a new Business Registration Certificate or Branch Operation Certificate.

b) The original damaged Business Registration Certificate or Branch Operation Certificate.

c) The registration number of the new Business Registration Certificate or Branch Operation Certificate issued again shall be the same registration number recorded in the original Business Registration Certificate or Branch Operation Certificate that was damaged.

d) Within five working days from the date of receiving complete and valid application files, the business registration authority shall issue again the Business Registration Certificate or Branch Operation Certificate to the cooperative.

III. INFORMATION AND REPORTING SYSTEM FOR BUSINESS REGISTRATION

1. Public Disclosure System for Business Registration at the Business Registration Authority

On the second day of each week, the business registration authority shall publicly announce at its office about the name, main address, and legal representative's name of cooperatives that have registered for business, changed business registration content, been dissolved, had their Business Registration Certificates revoked, been deregistered, or temporarily suspended operations during the previous week up to the time of public announcement.

2. Information and Reporting System of the Business Registration Authority

2.1. Sending copies of certificates regarding business registration:

Within seven working days from the date of issuing the Business Registration Certificate or Branch Operation Certificate, the district-level business registration authority shall notify the provincial-level business registration authority, which in turn shall notify the district-level business registration authority, along with a certified copy of the Business Registration Certificate or Branch Operation Certificate, and simultaneously send it to the tax authority, statistical agency, relevant specialized management agencies at the same level, the People's Committee of the commune where the cooperative's main office and branches are located.

2.2. The district-level and provincial-level business registration authorities shall implement the information reporting system as stipulated in Article 7 of Decree No. 87/2005/NĐ-CP.

2.3. Within six months from the effective date of this Circular, the provincial-level business registration authority shall inform the district-level business registration authorities about the names of cooperatives within the province and update monthly.

2.4. Annually, on the first week of each quarter, the provincial-level business registration authority shall report the aggregated results of cooperative business registration in the province for the previous quarter according to the HTXBC model to the Ministry of Planning and Investment (Enterprise Information Center under the Small and Medium Enterprise Development Department). In the first month of each quarter, the Enterprise Information Center shall notify the results of cooperative business registration nationwide for the previous quarter to the provincial-level business registration authorities and post them on the national enterprise information website.

If the provincial-level business registration authority has internet connectivity, it shall submit reports both in writing and via email. Email: [email protected] under the Small and Medium Enterprise Development Department, Ministry of Planning and Investment.

IV. IMPLEMENTATION PROVISIONS

1. Cooperatives established and operating according to the Cooperative Law of 1996 are not required to re-register but must amend their charter in accordance with Clause 1, Point b of Article 2 of Decree No. 77/2005/NĐ-CP dated June 9, 2005 of the Government on the issuance of guidelines for drafting cooperative charters and proceed to register the amendments in accordance with Article 23 of Decree No. 87/2005/NĐ-CP and Point 10, Section II of this Circular within two years from the effective date of Decree No. 87/2005/NĐ-CP. After this period, the old charter of the cooperative will no longer be valid.

2. This Circular shall take effect fifteen days after its publication in the Official Gazette, replacing Circular No. 04/BKH-QLKT dated March 29, 1997 of the Ministry of Planning and Investment guiding the conversion and registration of cooperatives and joint-stock cooperatives according to Decree No. 16/CP dated February 21, 1997.

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