Circular No. 08/2001/TT-BKHĐT guiding the procedures and formalities for business registration as prescribed in Government Decree No. 02/2000/NĐ-CP dated February 3, 2000 on business registration.

CIRCULAR

Guidelines on the procedures and formalities for business registration as prescribed in
Decree No. 02/2000/NĐ-CP
February 3, 2000 of the Government on Business Registration

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Implementing Decree No. 02/2000/NĐ-CP dated February 3, 2000 of the Government on Business Registration; Directive No. 29/2000/CT-TTg dated December 31, 2000 of the Prime Minister on Promoting the Implementation of the Enterprise Law; To address some practical issues in business registration (BR).

The Ministry of Planning and Investment provides detailed guidance on certain provisions regarding the procedures and formalities for business registration for enterprises and individual business households as stipulated in Decree No. 02/2000/NĐ-CP and the forms of 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:

Application for business registration, according to Form MĐ-1.

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

- Application for business registration, according to Form MĐ-2.

- Company charter, containing contents as prescribed in Clause 2, Article 10 of Decree No. 03/2000/NĐ-CP dated February 3, 2000 of the Government on guiding the implementation of certain provisions of the Enterprise Law.

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

c) For joint-stock companies:

- Application for business registration, according to Form MĐ-3.

- Company charter, containing contents as prescribed in Clause 3, Article 10 of Decree No. 03/2000/NĐ-CP dated February 3, 2000 of the Government on guiding the implementation of certain provisions of the Enterprise Law.

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

d) For single-member limited liability companies:

- Application for business registration, according to Form MĐ-4.

- Company charter, containing contents as prescribed in Clause 2, Article 10 of Decree No. 03/2000/NĐ-CP dated February 3, 2000 of the Government on guiding the implementation of certain provisions of the Enterprise Law.

đ) For partnership companies:

- Application for business registration, according to Form MĐ-5.

- Company charter, containing contents as prescribed in Clause 4, Article 10 of Decree No. 03/2000/NĐ-CP dated February 3, 2000 of the Government on guiding the implementation of certain provisions of the Enterprise Law.

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

2. Business registration dossier for enterprises operating in industries and trades that require statutory capital or professional certificates

a) For enterprises operating in industries and trades that require statutory capital, in addition to the business registration dossier prescribed at Point 1, Section I of this Circular, there must be an additional confirmation from the competent authority confirming the statutory capital determined in accordance with the laws, ordinances, and decrees on statutory capital or a legal certificate proving the amount of capital of the enterprise.

b) For enterprises operating in industries and trades that require professional certificates as prescribed in Clause 2, Article 6 of Decree No. 03/2000/NĐ-CP, in addition to the business registration dossier prescribed at Point 1, Section I of this Circular, there must be an additional certified copy of the professional certificate of:

- For private enterprises: The owner of the private enterprise or the director managing the enterprise.

- For LLCs with two or more shareholders: One of the members of the Board of Shareholders, or the General Director (Managing Director), or another important management position as provided in the company charter.

- For joint-stock companies: One of the members of the Board of Directors, or the General Director (Managing Director), or another important management position as provided in the company charter.

- For single-member LLCs: One of the members of the Board of Directors, or the Chairman of the company, or the General Director (Managing Director), or another important management position as provided in the company charter.

- For partnership companies: All general partners.

3. Industries and trades listed in the business registration

In addition to the list of prohibited industries and trades prescribed in Article 3 of Decree No. 03/2000/NĐ-CP, the industries and trades listed in the business registration shall be as follows:

a) For industries and trades that require conditions, statutory capital, or professional certificates as prescribed by various laws, ordinances, and decrees, the industries and trades shall be registered according to the industries and trades prescribed in those laws, ordinances, and decrees.

b) For other industries and trades, they shall be registered according to the Industry and Trade Directory for Business Registration issued together with Joint Circular 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 directory for business registration.

4. Procedures and formalities for business registration

a) The person establishing the enterprise prepares and submits a set of business registration dossier prescribed for each type of enterprise as stipulated in Points 1 and 2 of 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 dossier at the Provincial Business Registration Office.

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

- For persons:

+ The person directly registering the business: Original household registration book or identity card or passport.

+ The authorized person: Original household registration book or identity card or passport and power of attorney or contract.

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

- For organizations:

+ State-owned enterprises: Certificate of business registration; Decision of the competent authority allowing the enterprise to participate in capital contribution.

+ LLCs with two or more shareholders: Certificate of business registration; Decision of the Board of Shareholders allowing the company to participate in capital contribution.

+ Joint-stock companies: Certificate of business registration; Decision of the General Meeting of Shareholders or other documents as prescribed in the company charter allowing the company to participate in capital contribution.

+ Single-member LLCs: Certificate of business registration; Decision of the sole owner of the company or other documents as prescribed in the company charter allowing the company to participate in capital contribution.

+ Partnership companies: Certificate of business registration; Decision of the general partners allowing the company to participate in capital contribution.

+ Cooperatives: Certificate of business registration; Resolution of the Cooperative Members' Congress or other documents as prescribed in the cooperative charter allowing the cooperative to participate in capital contribution.

+ For administrative agencies of the statehaving budgetary expenditure responsibilities as specified in Point b, Clause 2,Article 29 and Point b, Clause 2, Article 31 of the State Budget Law passed atthe 9th National Assembly, 9th Session on March 20, 1996: Documents from thecompetent authority regarding the expenditure for capital contribution.

+ For political organizations and socialpolitical organizations: Documents authorizing the capital contribution.

+ For other associations: Documents fromthe competent authority authorizing establishment and operation; Documentsauthorizing the capital contribution.

c) When receiving business registrationapplication files, the Provincial Business Registration Office must issue areceipt form MTB-8 and hand it over to the applicant.

d) Within fifteen days from the date ofreceiving the application file, the Provincial Business Registration Office shallissue a Business Registration Certificate to the enterprise founder according tothe model of Business Registration Certificate for each type of enterpriseMG-1, MG-2, MG-3, MG-4, MG-5, if all conditions stipulated in Clause 3, Article8 of Decree No. 02/2000/NĐ-CP are met.

The Provincial Business Registration Officemust record the Business Registration Certificate number of the enterprise asfollows:

- Provincial code: 2 digits (Annex Iattached herewith).

- Organizational form code: 1 digit, 0 isthe enterprise, 1 is the branch, 2 is the representative office.

- Enterprise type code: 1 digit, 1 is thesole proprietorship, 2 is the limited liability company with two or moremembers, 3 is the joint stock company, 4 is the single-member limited liabilitycompany, 5 is the partnership.

- Serial number according to each type ofenterprise: 6 digits, from 000001 to 999999.

Example of recording the BusinessRegistration Certificate number:

- A sole proprietorship with its headquarterin Hanoi shall be recorded as follows:

0101000002 (Business Registration Certificatenumber issued for the second sole proprietorship in Hanoi)

- A branch of a joint stock company withits branch headquarters in Ho Chi Minh City shall be recorded as follows:

4113000003 (Business Registration Certificatenumber issued for the third branch of a joint stock company in Ho Chi Minh City)

- A representative office of a limitedliability company with two or more members with its office in Hai Phong shall berecorded as follows:

0222000004 (Business Registration Certificatenumber issued for the fourth representative office of a limited liability companyin Hai Phong).

đ) In case the application file does notcontain sufficient documents as prescribed in Point 1, Point 2 of this Section,or the content declared is incomplete, inconsistent among the documents in thefile; or the name of the enterprise is identical or likely to cause confusionwith the name of another enterprise of the same type registered in the sameprovince or centrally governed city; or the name of the enterprise does notcomply with the provisions of Point b, c, d, Clause 1, Article 24 of theEnterprises Law, then within seven days from the date of receiving theapplication file, the Provincial Business Registration Office must notify thefounder of the enterprise clearly about the requirements for amendment andsupplement and the method of amending and supplementing the businessregistration file, according to form MTB-7.

5. Registration of Branches andRepresentative Offices

a) Registration of branches andrepresentative offices with headquarters in the province or centrally governedcity where the enterprise has its main headquarters:

- The enterprise sends notification to theProvincial Business Registration Office where it has registered business,according to form MTB-1 for registering a branch, form MTB-2 for registering arepresentative office.

- For companies, they must present avalid copy:

+ Limited Liability Company with two ormore members: Decision of the Board of Members on establishing a branch orepresentative office.

+ Joint Stock Company: Decision of theGeneral Meeting of Shareholders or other documents as prescribed in theCompany's Articles of Association regarding the establishment of a branch orepresentative office.

+ Single-Member Limited LiabilityCompany: Decision of the owner of the company or other documents as prescribedin the Company's Articles of Association regarding the establishment of a branchorepresentative office.

+ Partnership: Decision of the generalpartners regarding the establishment of a branch or representative office.

- Upon receipt of the notification, theProvincial Business Registration Office must issue a receipt form MTB-8 andhand it over to the enterprise.

- Within seven days from the date ofreceiving the notification, the Provincial Business Registration Office shallissue a Business Operation Registration Certificate for the branch according tomodel MG-7; issue a Business Operation Registration Certificate for therepresentative office according to model MG-8, if all conditions stipulated inClause 1 and Clause 3, Article 9 of Decree No. 02/2000/NĐ-CP are met.

Within seven days from the date ofissuing the Business Operation Registration Certificate for the branch andrepresentative office, the enterprise must send a notification to theProvincial Business Registration Office where it has registered business,according to form MTB-3, to supplement the business registration file and toobtain a new Business Registration Certificate according to the model ofBusiness Registration Certificate for each type of enterprise MG-1, MG-2, MG-3,MG-4, MG-5.

b) Registration of branches andrepresentative offices in a different province or centrally governed city fromwhere the enterprise has its main headquarters:

- The enterprise sends notification to theProvincial Business Registration Office where the branch or representativeoffice is located, according to form MTB-1 for registering a branch, form MTB-2for registering a representative office; along with the notification, a validcopy of the Business Registration Certificate of the enterprise must also beprovided.

- For companies, they must provide avalid copy of the Articles of Association and present a valid copy:

+ Limited Liability Company with two ormore members: Decision of the Board of Members on establishing a branch orepresentative office.

+ Joint Stock Company: Decision of theGeneral Meeting of Shareholders or other documents as prescribed in theCompany's Articles of Association regarding the establishment of a branch orepresentative office.

+ Single-Member Limited LiabilityCompany: Decision of the owner of the company or other documents as prescribedin the Company's Articles of Association regarding the establishment of a branchorepresentative office.

+ Partnership: Decision of the generalpartners regarding the establishment of a branch or representative office.

- Upon receipt of the notification, theProvincial Business Registration Office where the branch or representativeoffice is located must issue a receipt form MTB-8 and hand it over to theenterprise.

- Within seven days from the date ofreceiving the notification, the Provincial Business Registration Office where thebranch or representative office is located shall issue a Business OperationRegistration Certificate for the branch according to model MG-7, issue aBusiness Operation Registration Certificate for the representative officeaccording to model MG-8, if all conditions stipulated in Clause 1, Clause 2, andClause 3, Article 9 of Decree No. 02/2000/NĐ-CP are met.

- Within seven days from the date ofreceiving the Certificate of Business Registration for the branch or representa-tive office, the enterprise shall notify the Provincial Business RegistrationOffice where it has registered its business operations, using form MTB-3, tosupplement the business registration dossier and to obtain a new Certificate ofBusiness Registration according to the model MG-1, MG-2, MG-3, MG-4, MG-5.

c) When changing any of the registeredcontents of the branch or representative office, the enterprise shall notify theProvincial Business Registration Office at the location of the branch orrepresentative office using form MTB-3 to obtain a new Certificate of BusinessRegistration for the branch according to model MG-7, and for the representativeoffice according to model MG-8;

When changing the name or address ofthe branch or representative office, the enterprise shall notify the ProvincialBusiness Registration Office where it has registered its business operations toobtain a new Certificate of Business Registration according to the model ofCertificate of Business Registration for each type of enterprise MG-1, MG-2,MG-3, MG-4, MG-5.

d) When ceasing the operation of thebranch or representative office, the enterprise shall notify the ProvincialBusiness Registration Office at the location of the branch or representativeoffice to recover the Certificate of Business Registration for the branch orrepresentative office; simultaneously, notify the Provincial Business RegistrationOffice at the location of the main office to obtain a new Certificate ofBusiness Registration according to the model of Certificate of BusinessRegistration for each type of enterprise MG-1, MG-2, MG-3, MG-4, MG-5.

For limited liability companies, joint-stock companies, and partnershipcompanies, when ceasing the operation of the branch or representative office,along with the notification, the enterprise must present a valid copy of thedecision to cease operations issued by the competent authority that establishedthe branch or representative office.

đ) In case the enterprise establishes abranch or representative office abroad, within fifteen days from the officialopening date of the branch or representative office, the enterprise shall notifysthe Provincial Business Registration Office where it has registered its businessoperations to supplement the business registration dossier and to obtain anew Certificate of Business Registration according to the model of Certificateof Business Registration for each type of enterprise MG-1, MG-2, MG-3, MG-4,MG-5.

When changing the address or ceasingthe operation of the branch or representative office abroad, the enterprise shallnotify the Provincial Business Registration Office where it has registered itsbusiness operations to obtain a new Certificate of Business Registrationaccording to the model of Certificate of Business Registration for each type ofenterprise MG-1, MG-2, MG-3, MG-4, MG-5.

6. Supplementary registration and changeregistration of business sectors

a) When supplementing or changingbusiness sectors, the enterprise shall notify the Provincial Business RegistrationOffice where it has registered its business operations, using form MTB-3.

- If the supplementary registered sectorrequires statutory capital, then there must be an additional confirmation fromthe competent authority confirming the statutory capital determined accordingto the provisions of laws, ordinances, and decrees on statutory capital or alawful certificate proving the company's capital.

- If the supplementary registeredsector requires a professional certificate, then there must be an additionalvalid copy of the professional certificate prescribed for each type of enterprisepursuant to paragraph b, point 2 of this Section.

- Accompanying the notification, thecompany must present a valid copy:

+ For a limited liability company withtwo or more members: The decision of the Board of Members or other documentsprovided for in the company’s articles of association regarding thesupplementary or changed business sectors.

+ For a joint-stock company: The decisionof the General Meeting of Shareholders or other documents provided for in thecompany’s articles of association regarding the supplementary or changedbusiness sectors.

+ For a single-member limited liabilitycompany: The decision of the sole owner of the company or other documentsprovided for in the company’s articles of association regarding thesupplementary or changed business sectors.

+ For a partnership company: The decisionof the general partners regarding the supplementary or changed business sectors.

b) Upon receiving the notification, theProvincial Business Registration Office must record the Receipt Form accordingto model MTB-8 and hand it over to the enterprise.

c) Within seven days from the date ofreceiving the notification, the Provincial Business Registration Office shallissue a new Certificate of Business Registration for the enterprise accordingto the model of Certificate of Business Registration for each type of enterpriseMG-1, MG-2, MG-3, MG-4, MG-5, if all conditions stipulated in Clause 1 of Article10 of Decree No. 02/2000/NĐ-CP are met.

7. Registration of change of the mainoffice address of the enterprise

a) Registration of change of the mainoffice address of the enterprise within the province or centrally-administeredcity where the enterprise has registered its business operations:

- The enterprise shall notify theProvincial Business Registration Office where it has registered its businessoperations, using form MTB-3.

- Accompanying the notification, thecompany must present a valid copy:

+ For a limited liability company withtwo or more members: The decision of the Board of Members regarding the change ofthe main office address of the company.

+ For a joint-stock company: The decisionof the General Meeting of Shareholders or other documents provided for in thecompany’s articles of association regarding the change of the main officeaddress of the company.

+ For a single-member limited liabilitycompany: The decision of the sole owner of the company or other documentsprovided for in the company’s articles of association regarding the change of themain office address of the company.

+ For a partnership company: The decisionof the general partners regarding the change of the main office address of thecompany.

- Upon receiving the notification, theProvincial Business Registration Office must record the Receipt Form accordingto model MTB-8 and hand it over to the enterprise.

- Within seven days from the date ofreceiving the notification, the Provincial Business Registration Office shallissue a new Certificate of Business Registration for the enterprise accordingto the model of Certificate of Business Registration for each type of enterpriseMG-1, MG-2, MG-3, MG-4, MG-5, if all conditions stipulated in Clause 1 of Article11 of Decree No. 02/2000/NĐ-CP are met.

b) Registration of transfer of the mainoffice address of the enterprise to another province or centrally-administeredcity different from where the enterprise has registered its businessoperations:

- The enterprise shall notify the Provincial Business Registration Office where the enterprise has registered business operations, using form MTB-3. At the same time, the enterprise shall notify the Provincial Business Registration Office where the enterprise intends to establish its new principal office.

- In addition to the notification, the company must also submit the Company Charter and a list of members for a limited liability company with two or more members, a list of founding shareholders for a joint-stock company, and a list of general partners for a partnership limited by shares, and must present a certified copy thereof.

+ For a limited liability company withtwo or more members: The decision of the Board of Members regarding the change ofthe main office address of the company.

+ For a joint-stock company: The decisionof the General Meeting of Shareholders or other documents provided for in thecompany’s articles of association regarding the change of the main officeaddress of the company.

+ For a single-member limited liabilitycompany: The decision of the sole owner of the company or other documentsprovided for in the company’s articles of association regarding the change of themain office address of the company.

+ For a partnership company: The decisionof the general partners regarding the change of the main office address of thecompany.

- The Provincial Business Registration Office where the enterprise has registered business operations and the Provincial Business Registration Office where the enterprise intends to establish its new principal office shall issue a receipt for the application file according to form MTB-8 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 intends to establish its new principal office shall change the Business Registration Certificate for 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 enterprise name does not duplicate or cause confusion with the name of another enterprise of the same type that has registered business operations within the province or centrally-administered city where the enterprise is transferring to.

- If the enterprise name duplicates or causes confusion with the name of another enterprise of the same type that has registered business operations within the province or centrally-administered 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 intends to establish its new principal office shall notify the enterprise and guide the enterprise to choose another name according to form MTB-7.

- Within seven days from the date of reissuing the Business Registration Certificate, the enterprise must send a certified copy of this Business Registration Certificate and return the previously issued Business Registration Certificate to the Provincial Business Registration Office where the enterprise had previously registered business operations.

8. Registering Change of Enterprise Name

a) When changing the name, the enterprise shall notify the Provincial Business Registration Office where the enterprise has registered business operations, using form MTB-3.

In addition to the notification, the enterprise must present a certified copy of:

- For a limited liability company with two or more members: Minutes of amendment to the Company Charter; decision of the Board of Members on the change of the company's name.

- For a joint-stock company: Minutes of amendment to the Company Charter; decision of the General Meeting of Shareholders or other documents as stipulated in the Company Charter regarding the change of the company's name.

- For a single-member limited liability company: Minutes of amendment to the Company Charter; decision of the sole owner of the company or other documents as stipulated in the Company Charter regarding the change of the company's name.

- For a partnership limited by shares: Minutes of amendment to the Company Charter; decision of the general partners on the change of the company's name.

b) Upon receiving the notification, theProvincial Business Registration Office must record the Receipt Form accordingto model MTB-8 and hand it over to the enterprise.

c) Within seven days from the date of receiving the notification, the Provincial Business Registration Office shall change the Business Registration Certificate for 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 changed name of the enterprise does not duplicate or cause confusion with the name of another enterprise of the same type that has registered business operations within the province or centrally-administered city, and ensure compliance with the provisions at points b, c, d of Clause 1 of Article 24 of the Enterprise Law.

d) If the proposed changed name of the enterprise duplicates or causes confusion with the name of another enterprise of the same type that has registered business operations within the province or centrally-administered city, or if the proposed name of the enterprise does not comply with the provisions at points b, c, d of Clause 1 of Article 24 of the Enterprise Law, then within seven days from the date of receiving the notification, the Provincial Business Registration Office shall notify the enterprise and guide the enterprise to choose another name according to form MTB-7.

9. Registering Change of Legal Representative of the Enterprise

a) Registering Change of Legal Representative of Limited Liability Companies and Joint-Stock Companies:

- The company shall notify the Provincial Business Registration Office where the company has registered business operations, using form MTB-3. Along with the notification, the company must present the original household registration book or identity card or passport of the proposed new legal representative and present a certified copy:

+ For a limited liability company with two or more members: Decision of the Board of Members on the change of the company's legal representative.

+ For a joint-stock company: Decision of the General Meeting of Shareholders or other documents as stipulated in the Company Charter regarding the change of the company's legal representative.

+ For a single-member limited liability company: Decision of the sole owner of the company or other documents as stipulated in the Company Charter regarding the change of the company's legal representative.

+ For a partnership limited by shares: Decision of the general partners on the change of the company's legal representative.

- If the company operates industries or trades that require a practice certificate and the proposed new legal representative is the only person holding such a practice certificate, then along with the notification, there must be an additional certified copy of the practice certificate of the proposed new legal representative.

- Upon receiving the notification, the Provincial Business Registration Office shall issue a receipt according to form MTB-8 and hand it over to the company.

- Within seven days from the date of receiving the notification, the Provincial Business Registration Office shall change the Business Registration Certificate for the company according to the models MG-2, MG-3, MG-4.

b) Registering Change of General Partner of a Partnership Limited by Shares:

- When a limited liability partnershipadmits a general partner, expels a general partner, or has a general partnerwithdraw from the company, the company shall notify the Provincial BusinessRegistration Office where the company has registered business operations, usingForm MTB-3. Accompanying the notification, the company must present a legalsigned copy of the decision of the Board of Members regarding the change ofgeneral partners, and present the original household registration book oridentity card or passport of the admitted general partner.

- In cases where a limited liabilitypartnership engages in industries or professions that require a practicecertificate, when admitting a general partner, the accompanying notificationmust also include a legal signed copy of the practice certificate of theadmitted partner.

- Upon receiving the notification, the Provincial Business Registration Office shall issue a receipt according to form MTB-8 and hand it over to the company.

- Within seven days from receiving thenotification, the Provincial Business Registration Office shall issue a newBusiness Registration Certificate for the company according to Form MG-5.

10. Registration of Changes in theCapital Investment of a Sole Proprietorship Owner and the Registered Capital ofa Company

a) When changing the capital investmentof a sole proprietorship owner and the registered capital of a company, thebusiness entity shall notify the Provincial Business Registration Office wherethe business entity has registered business operations, using Form MTB-3.

- For companies, accompanying thenotification, the company must present a legal signed copy: + For a limitedliability company with two or more members: The decision of the Board ofMembers regarding the change in registered capital.

+ For a joint-stock company: Thedecision of the General Meeting of Shareholders or other documents as providedfor in the company's articles of association regarding the change in registeredcapital.

+ For a limited liability company withone member: The decision of the company's owner or other documents as providedfor in the company's articles of association regarding the change in registeredcapital.

+ For a limited liability partnership:The decision of the general partners regarding the change in registered capital.

- In cases where the business entityengages in industries or professions that require a minimum capital, whenregistering a reduction in capital investment for a sole proprietorship or areduction in registered capital for a company, the level of registered capitalafter the reduction must not be lower than the minimum capital requirementapplicable to such industry or profession.

b) Upon receiving the notification, theProvincial Business Registration Office must record the Receipt Form accordingto model MTB-8 and hand it over to the enterprise.

c) Within seven days from receiving thenotification, the Provincial Business Registration Office shall issue a newBusiness Registration Certificate for the business entity according to theappropriate form for each type of business entity MG-1, MG-2, MG-3, MG-4, MG-5.

11. Registration of Changes in Membersof a Limited Liability Company with Two or More Members, and Contributors of aLimited Liability Partnership

a) When a limited liability company withtwo or more members changes its members without altering the type of company, ora limited liability partnership changes its contributing members, the companyshall notify the Provincial Business Registration Office where the businessentity has registered business operations, using Form MTB-3. Accompanying thenotification, the company must present documents proving compliance with theprocedures stipulated in Article 32 of the Enterprise Law, a legal signed copyof the agreement or transfer documents and files with confirmation by thecompany's legal representative of the transferred contribution portion, andpresent the original household registration book, identity card, or passportof the admitted member.

b) Upon receipt of the notification, theProvincial Business Registration Office must record the Receipt Form accordingto Form MTB-8 and hand it over to the company.

c) Within seven days from receiving thenotification, the Provincial Business Registration Office shall issue a newBusiness Registration Certificate for the business entity according to FormsMG-2, MG-5.

12. Notification of Temporary Suspensionof Business Operations

a) At least fifteen days beforetemporarily suspending business operations, the business entity shall notifythe Provincial Business Registration Office where the business entity hasregistered business operations and the tax authority, using Form MTB-4.

For limited liability companies,limited liability partnerships, and joint-stock companies, accompanying thenotification, the company must present a legal signed copy of the decision ofthe General Meeting of Shareholders, Board of Members, or Board of Directorsregarding the temporary suspension of business operations.

b) Upon receiving the notification, theProvincial Business Registration Office must record the Receipt Form accordingto model MTB-8 and hand it over to the enterprise.

13. Reissuing the Business RegistrationCertificate

a) Reissuing the Business RegistrationCertificate in case of loss of the Business Registration Certificate.

When losing the Business RegistrationCertificate, the business entity must report to the police authority where theloss occurred, the Business Registration Office that issued the BusinessRegistration Certificate, and announce the loss on mass media three timesconsecutively.

After thirty days from the date of theannouncement, if the business entity cannot find the lost Business RegistrationCertificate, it shall request the issuing authority to reissue the BusinessRegistration Certificate for the business entity. The application dossier forreissuing the Business Registration Certificate includes:

- Application for reissuing theBusiness Registration Certificate;

- Confirmation from the police authorityregarding the report of the loss of the Business Registration Certificate bythe business entity;

- Receipt from the newspaper or mediaauthority regarding the acceptance of the announcement of the lost BusinessRegistration Certificate of the business entity or the newspaper that publishedthis announcement.

b) Reissuing the Business RegistrationCertificate in case of damage, tear, etc., of the Business RegistrationCertificate.

In cases where the Business RegistrationCertificate is damaged, torn, etc., the business entity shall go through thereissuing procedures. The application dossier for reissuing the BusinessRegistration Certificate includes:

- Application for reissuing theBusiness Registration Certificate;

- Original Business Registration Certificatedamaged, torn, etc.

c) Upon receiving the dossier of thebusiness entity in the cases mentioned in points a and b of this item, theProvincial Business Registration Office must record the Receipt Formaccording to Form MTB-8 and hand it over to the business entity.

Within five days from receiving thedossier, the Provincial Business Registration Office shall reissue theBusiness Registration Certificate for the business entity according to theappropriate form for each type of business entity MG-1, MG-2, MG-3, MG-4, MG-5.The number of the reissued Business Registration Certificate is the same as thenumber recorded in the lost Business Registration Certificate, or damaged, torn,etc., and clearly marked as a reissue in the Business Registration Certificate.

14. Changing the Issued BusinessRegistration Certificate According to the Law on Private Enterprises and the Law onCompanies

a) An enterprise shall exchange theBusiness Registration Certificate issued under the Law on Private Enterprises andthe Law on Joint Stock Companies to obtain a Business Registration Certificatewith a business registration number as prescribed in this Circular in thefollowing cases:

- The enterprise loses its seal;

- The enterprise changes its name;

- The enterprise transfers its head office toanother province or city;

- The enterprise voluntarily exchanges theBusiness Registration Certificate.

b) On the reissued Business RegistrationCertificate, the date of issuance of the initial Business Registration Certificateand the date of reissuance of the Business Registration Certificate shall be noted.

15. Time for using the model of theBusiness Registration Certificate issued together with this Circular to issue abusiness registration certificate for enterprises

a) From January 1, 2002, the ProvincialBusiness Registration Office shall use the model of the Business RegistrationCertificate issued together with this Circular to issue Business RegistrationCertificates for enterprises.

b) For enterprises that have been issued abusiness registration certificate before January 1, 2002 when applying forchanges in business registration, the Provincial Business Registration Officeuses the model of the Business Registration Certificate issued together withthis Circular to issue certificates for changes in business registration forenterprises, including those enterprises that have been issued a BusinessRegistration Certificate under the Law on Private Enterprises and the Law onJoint Stock Companies and still retain their previous business registrationnumbers.

As for the Business Registration Officesundergoing pilot connection to the national business information networkpursuant to Decision No. 194/QĐ-BKH dated May 4, 2001 of the Minister ofPlanning and Investment on approving the overall plan for developing andimplementing the national business information network, the time for using themodels of documents prescribed in this Circular shall be implemented accordingto the pilot plan.

16. Notification and retention ofbusiness registration content

Within seven days from the date ofissuing, exchanging, reissuing, or revoking the Business Registration Certificateto an enterprise, the Provincial Business Registration Office shall send acopy of the Business Registration Certificate, a copy of the exchangedBusiness Registration Certificate, a copy of the reissued Business RegistrationCertificate, and a notice of revocation of the Business Registration Certificateto the Ministry of Planning and Investment, tax authority, statistical agency,industry and technical management agency at the same level, and the DistrictBusiness Registration Office where the enterprise's main office is located.

After issuing, exchanging, reissuing, orrevoking the Business Registration Certificate, upon receiving a notice oftemporary cessation of operations from the enterprise ..., the ProvincialBusiness Registration Office records the business registration content of theenterprise in the Business Registration Book kept at the Business RegistrationOffice.

II. BUSINESS REGISTRATION FOR INDIVIDUALBUSINESS HOUSEHOLDS

1. Procedure and formalities for businessregistration

a) An individual or the representative of afamily household submits a business registration application for an individualbusiness household to the District Business Registration Office where thebusiness location is situated, according to Form MĐ-6. For itinerant or mobileindividual businesses operating within a district, they must choose a fixedlocation to register for business such as the place of permanent residence,place of temporary residence, or the place of purchase and sale transactions.

When submitting a business registrationapplication, an individual or the representative of a family household mustpresent the original household registration book or identity card or passportof the person named in the business registration.

In cases where the business involvesindustries or trades requiring a professional practice certificate, a copy ofthe professional practice certificate of the individual or the representativeof the family household must also be attached to the application.

b) Upon receiving the businessregistration application, the District Business Registration Office must recordit in a Receipt Form MTB-8 and hand it over to the applicant.

c) Within seven days from the date ofreceiving the application, the District Business Registration Office where theindividual business household's business location is situated shall issue abusiness registration certificate to the individual business householdaccording to Form MG-6 if all conditions stipulated in Clause 3, Article 19 ofDecree No. 02/2000/NĐ-CP are met.

The District Business Registration Office shallrecord the business registration certificate number of the individual businesshousehold as follows:

- Province or centrally governed city code:2 characters.

- District, town, or city under the provincecode: 1 character.

(Annex I issued together with thisCircular)

- Type code: 1 character, 8 = individualbusiness household.

- Individual business household serialnumber: 6 characters, from 000001 to 999999.

Example of recording the businessregistration certificate number of an individual business household:

- An individual business household with abusiness location in Hoàn Kiếm District, Hanoi City, shall be recorded asfollows:

01C8000002 (Business Registration Certificategiven to the second individual business household in Hoàn Kiếm District, HanoiCity).

d) If the documents submitted do not meetthe requirements specified in point a of this clause, or if the content of thedeclaration is incomplete, or if the name of the individual business householdis identical to the name of another registered individual business household inthe same district, within five days from the date of receipt of the file, theDistrict Business Registration Office must notify the applicant clearly of therequirements for amendment and supplementation and the method of amendment andsupplementation, according to Form MTB-7.

2. Industries and trades registered inbusiness registration

The industries and trades registered in thebusiness registration of an individual business household shall be carried outin accordance with point 3, Section I of this Circular.

3. Amendment of business registrationcontent

a) When amending the previously registeredbusiness content, the individual business household shall notify the DistrictBusiness Registration Office where the individual business household hasregistered, according to Form MTB-5.

In cases where the business involvesindustries or trades requiring a professional practice certificate, a copy ofthe professional practice certificate of the individual or the representativeof the family household must also be attached to the notification.

b) Upon receiving the notification, theDistrict Business Registration Office must record it in a Receipt Form MTB-8 andhand it over to the individual business household.

c) Within five days from the date ofreceiving the notification, the Business Registration Office at the districtwhere the individual business has registered shall issue a new BusinessRegistration Certificate for the individual business according to Form MG-6.

d) In case of transferring the place ofbusiness to another district or county, the individual business shall notify theBusiness Registration Office at the district where it has registered, accordingto Form MTB-5. At the same time, it shall send this notification to the BusinessRegistration Office at the district where it plans to set up its new place ofbusiness, along with a valid copy of the Business Registration Certificate.

- The Business Registration Office at thedistrict where the individual business has registered and the Business RegistrationOffice at the district where the individual business plans to set up its newplace of business must record the receipt according to Form MTB-8 and hand itover to the individual business.

- Within five days from the date ofreceiving the notification, the Business Registration Office at the districtwhere the individual business plans to set up its new place of business shallissue a new Business Registration Certificate for the individual businessaccording to Form MG-6, if the name of the individual business does not overlapwith the name of another individual business already registered in the samelocality of the district or county where the individual business is moving to.

- In case the name of the individualbusiness overlaps with the name of another individual business already registeredin the same locality of the district or county where the individual business ismoving to, within five days from the date of receiving the notification, theBusiness Registration Office at the district where the individual businessplans to set up its new place of business shall inform the individual businessand guide it to choose another name according to Form MTB-7.

- Within five days from the date ofissuing the new Business Registration Certificate, the individual business mustsend a valid copy of the new Business Registration Certificate and return theprevious Business Registration Certificate issued before to the BusinessRegistration Office at the district where the individual business previouslyregistered.

4. Issuance of a new BusinessRegistration Certificate with the same business registration number as prescribedin this Circular.

a) From January 1, 2002 to December 31,2004, the Business Registration Office at the district encourages and createsfavorable conditions for individual businesses that have been granted aBusiness License according to Decree No. 66/HĐBT dated March 2, 1992 or have beenissued a Business Registration Certificate according to Circular No. 03/2000/TT-BKHdated March 2, 2000, to change their Business Registration Certificate to the oneprescribed in this Circular.

b) From January 1, 2005, the BusinessRegistration Office at the district uses the Business Registration Certificatemodel with the business registration number prescribed in this Circular toissue a new Business Registration Certificate for individual businesses thathave been granted a Business License according to Decree No. 66/HĐBT datedMarch 2, 1992 or have been issued a Business Registration Certificate accordingto Circular No. 03/2000/TT-BKH dated March 2, 2000.

c) The issuance date on the newly issuedBusiness Registration Certificate shall include both the issuance date of theold Business Registration Certificate and the reissuance date.

5. Time period for using the model ofBusiness Registration Certificate issued together with this Circular to issue anew Business Registration Certificate for individual businesses.

From January 1, 2002, the BusinessRegistration Office at the district uses the Business Registration Certificatemodel issued together with this Circular to issue a Business RegistrationCertificate for newly registered individual businesses.

6. Notification and retention of businessregistration content.

Within seven days from the date ofissuing, changing, reissuing, or revoking the Business Registration Certificate ofan individual business, the Business Registration Office at the district mustsend a copy of the Business Registration Certificate, a copy of the changedBusiness Registration Certificate, a copy of the reissued Business RegistrationCertificate, and a notice of revocation of the Business Registration Certificateto the tax authority at the same level.

After issuing, changing, reissuing, orrevoking the Business Registration Certificate, upon receiving a notificationof temporary cessation of business operations,... the Business RegistrationOffice at the district records the business registration content of theindividual business in the Business Registration Book kept at the BusinessRegistration Office.

III. IMPLEMENTATION PROVISIONS

This Circular replaces Circular No. 03/2000/TT-BKH dated March 2, 2000 of the Ministry of Planning and Investment and takes effect fifteen days after the date of signature.

During implementation, if there areany difficulties, please promptly reflect them to the Ministry of Planning andInvestment for research, amendment, and supplementation.