Decree No. 109/2004/ND-CP on Business Registration

DECREE

Regarding Business Registration

THE GOVERNMENT

Pursuant to the Law on Organization of the Government dated December 25, 2001;
Pursuant to the Enterprise Law dated June 12, 1999;
At the proposal of the Minister of Planning and Investment,

DECREE

Chapter I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Decree stipulates the business registration authority and the business registration process for enterprises operating under the Enterprise Law and individual households.

Article 2. Right to Business Registration

1. Establishing an enterprise and registering for business in accordance with the law is a right of individuals and organizations protected by the State.

2. Ministries, agencies at the level of ministries, provincial People's Committees, and municipal People's Committees directly under the central government shall not issue regulations on business registration applicable only to specific industries or localities.

3. It is strictly prohibited for business registration authorities to harass or cause undue inconvenience to organizations and individuals when receiving applications and processing business registration and changes to business registration content.

Chapter II

TASKS, POWERS, AND ORGANIZATIONAL STRUCTURE OF THE BUSINESS REGISTRATION AUTHORITY

Article 3. Business Registration Authority

1. The business registration authority is organized at the provincial level (hereinafter referred to as the provincial level) and at the district, city, town, and city under the province level (hereinafter referred to as the district level), including:

a) The Business Registration Department within the Provincial Planning and Investment Department (hereinafter referred to as the Provincial Business Registration Department).

b) Based on the specific requirements and tasks of business registration work in the locality, the Chairman of the Provincial People's Committee decides to establish the District Business Registration Department; in cases where the District Business Registration Department is not established, the Financial and Planning Department or the Economic Department will undertake the business registration tasks specified in Article 5 of this Decree (hereinafter referred to as the District Business Registration Authority).

2. The Provincial Business Registration Department and the District Business Registration Department (for those districts and cities that have established a Business Registration Department) shall have separate accounts and seals.

Article 4. Duties, Powers, and Responsibilities of the Provincial Business Registration Department

1. Directly receive business registration applications; examine the validity of business registration applications and issue the Business Registration Certificate to enterprises.

2. Guide applicants regarding the conditions required for certain businesses and the conditions for conducting such businesses.

3. Build and manage the enterprise information system within the jurisdiction; provide enterprise information within the jurisdiction to the Provincial People's Committee, relevant departments, and the Ministry of Planning and Investment periodically, and to organizations and individuals upon request.

4. Require enterprises to report their business situation when deemed necessary according to Clause 3 of Article 116 of the Enterprise Law; urge the implementation of the annual financial reporting system for enterprises as stipulated in Article 118 of the Enterprise Law.

5. When examining business registration applications, if inaccuracies or incompleteness in the registered declaration content are discovered, require the applicant to correct or resubmit the business registration application; if false declarations are found, refuse business registration.

After issuing the Business Registration Certificate, if inaccuracies in the declared content of the business registration application are discovered, handle the matter according to the provisions of Government Decree No. 37/2003/NĐ-CP dated April 10, 2003, concerning administrative penalties for business registration violations, depending on the severity of the violation.

6. Directly inspect or request competent state agencies to inspect enterprises based on the business registration content.

7. Revoke the Business Registration Certificate from enterprises in the following cases:

a) If there are false declarations in the business registration application or contrary to Article 9 of the Enterprise Law;

b) Failure to register for tax identification number within one year from the date of issuance of the Business Registration Certificate;

c) Not operating at the registered address within one year from the date of issuance of the Business Registration Certificate or the certificate of change of main office;

d) Ceasing business operations continuously for one year without reporting to the business registration authority;

đ) Failing to report about the business activities of the enterprise to the business registration authority for two consecutive years;

e) Failing to submit reports as stipulated in Clause 3 of Article 116 of the Enterprise Law to the business registration authority within six months from the date of written request;

g) Engaging in prohibited businesses.

The business registration authority shall not revoke the Business Registration Certificate of an enterprise in any other circumstances except those specified in this clause.

Article 5. Duties, Powers, and Responsibilities of the District Business Registration Authority

1. Directly receive business registration applications from individual households, examine the validity of the business registration applications, and issue the Business Registration Certificate to individual households.

2. Guide applicants regarding the conditions required for certain businesses and the conditions for conducting such businesses.

3. Build and manage the information system on individual households operating within the jurisdiction; regularly report to the District People's Committee and the Provincial Business Registration Department on individual households, branches, and representative offices of enterprises within the jurisdiction.

4. Directly or cooperate with competent state agencies to inspect enterprises and individual households based on the business registration content within the jurisdiction; verify the business registration content of enterprises, branches, and representative offices within the jurisdiction upon request of the Provincial Business Registration Department.

5. Revoke the Business Registration Certificate from individual households in the following cases:

a) Not commencing business operations within sixty days from the date of issuance of the Business Registration Certificate;

b) Ceasing business operations continuously for more than sixty days without notifying the District Business Registration Authority where the business registration was made;

c) Moving the place of business to another district or city;

d) Engaging in prohibited businesses.

The District Business Registration Authority shall not revoke the Business Registration Certificate of an individual household in any other circumstances except those specified in this clause.

Article 6. Duties, Rights, and Responsibilities of the Ministry of Planning and Investment on Business Registration

1. Issue professional and operational guidelines and forms to serve business registration work within its authority.

2. Provide guidance, training, and professional development for business registration staff.

3. Establish reporting requirements for business registration work and monitor compliance with these reporting requirements nationwide.

4. Develop and manage a national enterprise information system; provide enterprise information to relevant government agencies on a regular basis and to organizations or individuals upon request.

5. Supervise and inspect business registration activities; inspect related legal regulations issued by ministries, provincial People's Councils, and municipal People's Committees under the central government; identify provisions issued by these authorities that exceed their authority or contravene the Enterprise Law or the guiding decree, and resolve them according to Articles 3, 4, and 5 of Clause 13 of Decree No. 86/2002/NĐ-CP dated November 5, 2002, concerning the functions, tasks, powers, and organizational structure of ministries and ministerial-level agencies.

6. Engage in international cooperation in the field of business registration.

Chapter III

ENTERPRISE NAME

Article 7. NAME OF ENTERPRISE

1. An enterprise name must include at least two of the following elements:

a) The type of enterprise;

b) Specific name.

The specific name must be written in Vietnamese, may include numbers and symbols, and must be pronounceable.

2. An enterprise may incorporate its industry or trade to form part of its name.

Article 8. Prohibitions on Enterprise Naming

1. An enterprise name shall not be identical or confusingly similar to an already registered enterprise name.

2. An enterprise shall not use the name of a state agency, people's armed forces unit, or political organization or social-political organization as all or part of its specific name without the approval of the respective agency, unit, or organization.

3. An enterprise shall not use language or symbols that violate national historical traditions, cultural values, ethics, or customs to name its specific name.

Article 9. Enterprise Name in Foreign Languages

An enterprise name in a foreign language is the translation from Vietnamese to the corresponding foreign language. When translated, the specific name of the enterprise may remain unchanged or be fully translated into the foreign language.

Article 10. Identical Names and Confusingly Similar Names

1. An identical name occurs when the requested enterprise name, written and read in Vietnamese, is completely the same as an already registered enterprise name.

2. The following situations are considered to cause confusion with other enterprises' names:

a) The Vietnamese name of the requested enterprise is pronounced similarly to an already registered enterprise name;

b) The Vietnamese name of the requested enterprise differs from an already registered enterprise name only by the symbol "&";

c) The abbreviation of the requested enterprise name is the same as the abbreviation of an already registered enterprise name;

d) The foreign language name of the requested enterprise is the same as the foreign language name of an already registered enterprise;

đ) The requested enterprise name differs from an already registered enterprise name only by natural numbers, ordinal numbers, or Vietnamese letters (A, B, C,...) immediately following the specific name, except when the requested enterprise is a subsidiary of the already registered enterprise;

e) The requested enterprise name differs from an already registered enterprise name only by the word "tân" immediately preceding, or "mới" immediately following the name of the already registered enterprise;

g) The requested enterprise name differs from an already registered enterprise name only by the words "Bắc", "miền Bắc", "Nam", "miền Nam", "Trung", "miền Trung", "Tây", "miền Tây", "Đông", "miền Đông", except when the requested enterprise is a subsidiary of the already registered enterprise.

h) Other cases of confusing names as decided by the Ministry of Planning and Investment.

Article 11. Other Issues Related to Business Name Registration

1. Based on the provisions of this Chapter, within three months from the date this Decree takes effect, the Provincial Business Registration Office shall compile a list of businesses with identical names and businesses whose names may cause confusion with other businesses within their respective localities; the National Enterprise Information Center shall compile and post a list of businesses with identical names and businesses whose names may cause confusion with other businesses nationwide on the domestic enterprise information page of the national enterprise information system.

2. Businesses that registered before this Decree takes effect and whose names may cause confusion with other businesses are not required to register for name change.

3. The Ministry of Planning and Investment shall provide detailed guidance on business name registration as stipulated in this Chapter.

Chapter IV

PROCEDURE AND REGISTRATION REQUIREMENTS FOR BUSINESS REGISTRATION OF ENTERPRISES OPERATING UNDER THE ENTERPRISE LAW

Article 12. Documents for Business Registration

1. Documents for business registration for limited liability companies and joint stock companies include:

a) A business registration form prepared according to the model prescribed by the Ministry of Planning and Investment;

b) The company's charter;

c) A list of members for limited liability companies with two or more members, and a list of founding shareholders for joint stock companies.

For companies operating industries and trades that require a minimum capital, they must also have confirmation from the competent authority or a valid certificate proving the company's capital.

For companies operating industries and trades that require a practice license, they must also have a certified copy of the practice license of one of the company managers as provided for in Clause 12, Article 3 of the Enterprise Law.

2. Documents for business registration for partnership companies include:

a) A business registration form prepared according to the model prescribed by the Ministry of Planning and Investment;

b) The company's charter;

c) A list of general partners.

For companies operating industries and trades that require a minimum capital, they must also have confirmation from the competent authority or a valid certificate proving the company's capital.

For companies operating industries and trades that require a practice license, they must also have a certified copy of the practice license of the general partners.

3. Documents for business registration for sole proprietorships include:

A business registration form prepared according to the model prescribed by the Ministry of Planning and Investment.

For sole proprietorships operating industries and trades that require a minimum capital, they must also have confirmation from the competent authority or a valid certificate proving the sole proprietorship's capital.

For sole proprietorships operating industries and trades that require a practice license, they must also have a certified copy of the practice license of the sole proprietor or the director managing the business.

Article 13. Procedure and Requirements for Business Registration

The procedure and process for business registration are carried out as follows:

1. The person establishing the enterprise or the authorized representative shall submit the complete set of documents as prescribed in Article 12 of this Decree at the Provincial Business Registration Office where the enterprise's main office is located. Founding members, founding shareholders, company owners, sole proprietors, and general partners, together with the legal representative of the enterprise, shall jointly bear responsibility for the accuracy and truthfulness of the contents of the business registration documents.

The Provincial Business Registration Office shall not request the establishment of enterprises to submit any additional documents beyond those specified in Article 12 of this Decree for each type of enterprise.

2. Upon receiving the documents, the Provincial Business Registration Office shall issue a receipt for the submission of documents to the person submitting them. The Provincial Business Registration Office shall be responsible for the validity of the documents but shall not be liable for any violations of the law committed by the enterprise after business registration.

3. The Provincial Business Registration Office shall issue a Business Registration Certificate to the enterprise within fifteen days from the date of receipt of the documents if the following conditions are met:

a) The industry or trade does not belong to the list of prohibited industries or trades;

b) The business name is correctly established in accordance with Chapter III of this Decree;

c) The business registration documents are valid as prescribed in Clause 3, Article 3 of the Enterprise Law;

d) The business registration fee has been fully paid as prescribed.

After being issued the Business Registration Certificate, the enterprise is entitled to engrave its seal and use it.

4. In case the documents are invalid or the business name is incorrectly established, the Provincial Business Registration Office shall notify the person establishing the enterprise in writing within seven days from the date of receipt of the documents. The notification must clearly state the necessary amendments and the method of making such amendments. If there is no notification within the above period, the business name shall be deemed accepted, and the business registration documents shall be deemed valid.

5. If, after fifteen days from the date of submission of the business registration documents, the person establishing the enterprise has not received the Business Registration Certificate, they have the right to lodge a complaint with the Provincial Business Registration Office where the documents were submitted. If, after seven days from the date of submission of the complaint, the person establishing the enterprise has not received a response from the Provincial Business Registration Office, they have the right to appeal to the People's Committee of the province or file a lawsuit with the Administrative Court of the province where the business registration documents were submitted, in accordance with the law.

6. From the date of issuance of the Business Registration Certificate, the enterprise is entitled to conduct business without having to obtain permission from any government agency, except for enterprises operating industries and trades that require specific conditions.

7. Within seven days from the date of issuance of the Business Registration Certificate to the enterprise, the Provincial Business Registration Office shall send a copy of the Business Registration Certificate to the Ministry of Planning and Investment, the National Enterprise Information Center, the tax authority, the statistical authority, the economic and technical management authority at the same level, and the district-level business registration authority where the enterprise's main office is located.

8. The Business Registration Certificate issued by the Provincial Business Registration Office is valid throughout the country.

Article 14. Registration for Establishing Branches and Representative Offices

1. When establishing branches or representative offices, enterprises must notify the Provincial Business Registration Office at the location where the branch or representative office will be established. The notification shall include:

a) Name and main office address of the enterprise;

b) The business activities of the enterprise;

c) The proposed name of the branch or representative office to be established; the name must include the phrase "Branch" for branch registration and the phrase "Representative Office" for representative office registration;

d) The full name, identification number, signature, and place of residence of the legal representative of the enterprise;

đ) The name and address of the branch or representative office's headquarters;

e) The content and scope of activities of the branch or representative office;

g) The full name, place of residence, and identification number of the head of the branch or representative office.

2. Accompanying the notification provided for in Clause 1 of this Article, there must be:

a) A copy of the Enterprise Registration Certificate of the enterprise;

b) A copy of the Company Charter for limited liability companies, joint-stock companies, and partnerships;

c) A written decision, accompanied by a copy of the minutes of the meeting of the Board of Members for limited liability companies with two or more members, of the company owner for a single-member limited liability company, of the Board of Directors for joint-stock companies, and of the general partners for partnerships regarding the establishment of branches and representative offices.

For branches engaged in industries that require a practice certificate, a copy of the practice certificate of at least one person working at the branch or representative office must also be included.

3. If the business activities of the branch are consistent with those of the enterprise, and the activities of the representative office are consistent with those of the enterprise, within seven days from the date of receipt of the notification, the Provincial Business Registration Office shall issue a Certificate of Operation for the branch or representative office.

After receiving the Business Operation Registration Certificate, the branch or representative office may have its seal engraved and use it.

4. In cases where the enterprise establishes a branch or representative office in a province or city different from the location of its headquarters, within seven days from the date of issuance of the Certificate of Operation for the branch or representative office, the enterprise must notify in writing the Provincial Business Registration Office at the location of its headquarters and supplement the business registration file.

5. The establishment of branches and representative offices abroad by enterprises shall be carried out in accordance with the laws of the relevant country.

Within fifteen days from the official opening of the branch or representative office abroad, the enterprise must notify in writing the Provincial Business Registration Office at the location of its headquarters to supplement the business registration file.

Article 15. Registration for Supplementing and Changing Business Activities

1. When supplementing or changing business activities, enterprises must notify the Provincial Business Registration Office at the location where they have registered. The notification shall include:

a) The name of the enterprise, business registration number, and date of issuance of the Enterprise Registration Certificate;

b) The address of the enterprise's main office;

c) Registered business sectors and activities;

d) Supplementary or changed business sectors and activities;

d) The full name, identification number, signature, and place of residence of the legal representative of the enterprise.

For supplementary or changed business activities requiring a minimum capital, confirmation from the competent authority or a valid certificate proving the enterprise's capital must also be included.

For supplementary or changed business activities requiring a practice certificate, a valid copy of the practice certificate according to regulations must also be included.

Accompanying the notification, there must be a written decision and a copy of the minutes of the meeting of the Board of Members for limited liability companies with two or more members, of the company owner for a single-member limited liability company, of the General Meeting of Shareholders for joint-stock companies, and of the general partners for partnerships regarding the supplementation or change of business activities.

2. Upon receiving the notification, the Provincial Business Registration Office must provide a receipt and complete the registration for supplementing or changing business activities within seven days from the date of receipt of the notification.

Article 16. Registration of Change of Principal Office Address of a Business

1. When transferring the principal office address to another location within the province or centrally governed city, the business shall notify the Provincial Business Registration Department. The notification shall include:

a) The name of the enterprise, business registration number, and date of issuance of the Enterprise Registration Certificate;

b) The address of the enterprise's main office;

c) The proposed new main office address;

d) Name, identification number, signature, and place of residence of the legal representative of the business.

Accompanying the notification must be a written decision and a copy of the meeting minutes of the Board of Members for a limited liability company with two or more members, of the sole owner for a single-member limited liability company, of the Shareholders' Meeting for a joint-stock company, and of the general partners for a partnership regarding the registration of the change of the principal office address of the business.

Upon receipt of the notification, the Provincial Business Registration Department must issue a receipt and complete the registration of the change of the principal office address of the business within seven days from the date of receiving the notification.

If, after the aforementioned seven-day period, the business has not been registered for the change of the principal office address, the business still retains the right to move to the new office but must notify all creditors of the new office address before the transfer.

2. When transferring the principal office address of the business to another province, the business shall notify the Provincial Business Registration Department where the business was originally registered and the Provincial Business Registration Department where the business plans to establish its new office. The notification shall include:

a) Name of the business, business registration number, date and place of issuance of the Business Registration Certificate;

b) The address of the enterprise's main office;

c) The proposed new main office address;

d) Name, identification number, signature, and place of residence of the legal representative of the business.

Accompanying the notification sent to the Provincial Business Registration Department where the business plans to establish its new office, there must be the Company Charter and list of members for a limited liability company with two or more members, list of founding shareholders for a joint-stock company, list of general partners for a partnership; a written decision and a copy of the meeting minutes of the Board of Members for a limited liability company with two or more members, of the sole owner for a single-member limited liability company, of the Shareholders' Meeting for a joint-stock company, and of the general partners for a partnership.

In case the name of the business does not match or cause confusion with the name of a business already registered in the locality to which the business is moving, the Provincial Business Registration Department where the business plans to establish its new office shall register the change of the principal office address and reissue the Business Registration Certificate for the business within fifteen days from the date of receiving the notification.

In case the name of the business matches or causes confusion with the name of a business already registered in the locality to which the business is moving, within seven days from the date of receiving the notification, the Provincial Business Registration Department where the business plans to establish its new office must notify the business in writing and guide the business to choose a different name and amend related contents in the business's documents. In this case, the Provincial Business Registration Department will register the change of the principal office address when the business fulfills the above requirements.

Within seven days from the date of reissuing the Business Registration Certificate, the business must send a certified copy to the Provincial Business Registration Department where the business was previously registered.

3. Changing the principal office address of a business does not alter the rights and obligations of the business.

Article 17. Registration for Changing the Name of a Business

1. When changing its name, the business shall notify the Provincial Business Registration Office where it has registered. The notification shall include:

a) The current name of the business; the business registration number and the date of issuance of the Business Registration Certificate;

b) The address of the enterprise's main office;

c) The proposed new name.

d) Name, identification number, signature, and place of residence of the legal representative of the business.

Attached to the notification must be a written decision and a copy of the minutes of the meeting of the Board of Members for a limited liability company, of the sole owner for a single-member limited liability company, of the General Shareholders' Meeting for a joint-stock company, and of the general partners for a partnership regarding the change of the business name.

2. Upon receipt of the notification, the Provincial Business Registration Office must issue a receipt and register the change of the business name within seven days from the date of receipt of the notification, provided that the proposed new name does not contravene the regulations on naming businesses.

3. The change of the business name does not affect the rights and obligations of the business.

Article 18. Registration for Changing the Legal Representative of a Business

1. In cases where a partnership accepts a new general partner, excludes a general partner, or has a general partner withdraw from the partnership, the partnership shall notify the Provincial Business Registration Office where it has registered. The notification shall include:

a) The name of the company, the business registration number, and the date of issuance of the Business Registration Certificate;

b) The main office address of the company;

c) The name and place of residence of the new general partner; of the excluded general partner or the general partner who voluntarily withdraws from the company;

d) The signatures of all general partners or of the authorized general partners.

Upon receipt of the notification, the Provincial Business Registration Office shall issue a receipt and register the change of the general partner within seven days from the date of receipt of the notification.

2. In cases where the legal representative of a limited liability company or a joint-stock company is changed, the company shall notify the Provincial Business Registration Office where it has registered. The notification shall include:

a) The name of the company, the business registration number, and the date of issuance of the Business Registration Certificate;

b) The main office address of the company;

c) The name, identification number, position, and place of residence of the current legal representative of the company;

d) The name, identification number, position, and place of residence of the person replacing the legal representative of the company;

đ) The name and signature of the Chairman of the Board of Members for a limited liability company with two or more members, of the authorized representative of the sole owner for a single-member limited liability company, of the Chairman of the Board of Directors for a joint-stock company and a single-member limited liability company organized under a Board of Directors model. If the Chairman of the Board of Members, the Chairman of the Board of Directors, or the legal representative of the company flees from their place of residence, is detained, suffers from mental illness or other illnesses that prevent them from recognizing or controlling themselves, or refuses to sign the company's notification, then the names and signatures of the members of the Board of Members or the members of the Board of Directors who have attended and voted in agreement on the change of the legal representative of the company must be included.

Attached to the notification must be a decision and a copy of the minutes of the meeting of the Board of Members for a limited liability company with two or more members, of the sole owner for a single-member limited liability company, of the Board of Directors for a joint-stock company and a single-member limited liability company organized under a Board of Directors model.

Upon receipt of the notification, the Provincial Business Registration Office must issue a receipt and register the change of the general partner within seven days from the date of receipt of the notification.

Article 19. Registration of Changes in Investment Capital of Individual Business Owners and Registered Charter Capital of Companies

1. When increasing or decreasing registered investment capital, individual business owners must notify the provincial Business Registration Office about the change in capital. The notification shall include:

a) The name of the enterprise, business registration number, and date of issuance of the Enterprise Registration Certificate;

b) Name, identification number, signature, and place of residence of the individual business owner;

c) The main office address of the business;

d) Business sectors;

đ) The amount of registered investment capital, the amount of changed registered capital, the method and time of changing investment capital.

Upon receipt of the notification, the provincial Business Registration Office shall issue a receipt and register the change in investment capital within seven days from the date of receiving the notification.

2. When increasing or decreasing charter capital, companies must send a notification to the provincial Business Registration Office where the company has registered. The notification shall include:

a) The name of the company, the business registration number, and the date of issuance of the Business Registration Certificate;

b) The main office address of the company;

c) Business activities;

d) The registered charter capital and the charter capital registered after increase or decrease; the method and time of implementing the increase or decrease in capital;

đ) Name, identification number, signature, and place of residence of the legal representative of the company or of the authorized partner for a partnership company.

Attached to the notification must be the decision and a copy of the minutes of the meeting of the Board of Members for a limited liability company with two or more members, of the sole shareholder for a single-member limited liability company, of the General Shareholders' Meeting for a joint-stock company, and of the partners for a partnership company; in the case of reducing charter capital, the notification must also include a balance sheet of the company at the time of the decision to reduce the charter capital.

Upon receipt of the notification, the provincial Business Registration Office shall issue a receipt and register the increase or decrease in capital for the company within seven days from the date of receiving the notification.

3. In cases of reducing capital for businesses operating in industries or professions that require a minimum capital, the provincial Business Registration Office will only register the reduction in investment capital or charter capital if the registered capital after reduction does not fall below the minimum capital required for such industry or profession.

Article 20. Registration of Changes in Company Members

1. Changes in founding shareholders of a joint-stock company are not subject to registration; changes in shareholders of a joint-stock company are registered in the Shareholder Register of the company based on the confirmation of share transfer certificates or new share issuance certificates provided by the Chairman of the Board of Directors.

Foreign organizations or foreign individuals who are not permanent residents in Vietnam may only be registered in the Shareholder Register and become shareholders of the company if the total number of shares held by foreign shareholders does not exceed 30% of the total number of shares that the company is entitled to issue.

2. The registration of changes in members of a limited liability company with two or more members is carried out as follows:

a) For cases where the company accepts new members, the company sends a notification to the provincial Business Registration Office where the company has registered. The notification must include the following main contents:

- Company name;

- Business registration number;

- Main office address;

- Name, main office address (for organizational members), name, identification number or passport number (for individual members), nationality, contribution value, contribution ratio, contribution time, type of contributed assets, quantity and value of each type of contributed asset of new members;

- The corresponding changed contribution ratio of existing members after accepting new members;

- The company's charter capital after registering the acceptance of new members;

- Name, identification number, signature of the legal representative of the company.

Attached to the notification must be the decision and a copy of the minutes of the Board of Members meeting regarding the acceptance of new members, documents confirming the new member's contribution to the company; for foreign organizational members, an additional valid copy of the establishment permit or business registration certificate must be included; for foreign individual members, an additional valid copy of their passport must be included.

Upon receipt of the notification, the provincial Business Registration Office shall issue a receipt and register the change in members and the increase in the company's charter capital within seven days from the date of receiving the notification. If the new member is a foreign organization or a foreign individual who is not a permanent resident in Vietnam, the change in members will only be registered when the contribution of foreign shareholders does not exceed 30% of the company's charter capital.

b) For cases where the change in members is due to the transfer of contributions, the company sends a notification to the provincial Business Registration Office where the company has registered its business. The notification must include the following main contents:

- Company name;

- Business registration number;

- Main office address;

- Name, main office address (for organizations) or name, identification number or passport number (for individuals), nationality, contribution ratio of the transferring member;

- Name, main office address (for organizations) or name, identification number or passport number (for individuals), nationality of the transferee and the corresponding contribution ratio to the company after the transfer;

- Transfer implementation time;

- Name, signature, identification number of the legal representative of the company, the transferring party, and the transferee.

Attached to the notification must be the transfer agreement and documents certifying the completion of the transfer, confirmed by the company. Upon receipt of the notification, the provincial Business Registration Office shall issue a receipt and register the change in members within seven days from the date of receiving the notification; if the transferee is a foreign organization or a foreign individual who is not a permanent resident in Vietnam, the change in members will be registered when the contribution of foreign shareholders does not exceed 30% of the company's charter capital.

c) For changes in members due to inheritance, the company sends a notification of member change to the provincial Business Registration Office where the business has registered its business. The notification must include the following main contents:

- Company name;

- Business registration number;

- Main office address;

- Name, identification card number or passport number, nationality, and the capital contribution of the member leaving the inheritance;

- Name, identification card number or passport number (if available), nationality, signature, and the capital contribution of each heir;

- The time of inheritance;

- Name, signature, and identification card number of the legal representative of the company;

The notification must be accompanied by a copy of the documents certifying the inheritance. The provincial business registration office receives the notification, issues a receipt, and registers the change of members within seven days from the date of receiving the notification.

Article 21. Rights to lodge complaints of enterprises

After seven days from the date of sending the supplementary notification for changing the business registration content as stipulated in Articles 15, 16, 17, 18, 19, and 20 of this Decree to the provincial business registration office, if the enterprise does not get registered for the supplementary changes as prescribed, it has the right to lodge a complaint according to Clause 5 of Article 13 of this Decree.

Article 22. Notice of Temporary Suspension of Operations

An enterprise temporarily ceasing operations must notify in writing the provincial business registration office where the enterprise has registered and the tax authority at least fifteen days before the cessation of operations. The content of the notification includes:

1. Enterprise name, business registration number, and the date of issuance of the Business Registration Certificate;

2. The main office address of the enterprise;

3. Business sectors and trades;

4. The duration of temporary cessation of operations, start date, and end date of the cessation period;

5. Reasons for the temporary cessation of operations;

6. Name, identification card number, and signature of the legal representative of the enterprise.

The notification must be accompanied by the decision and minutes of the meeting of the Board of Members for a limited liability company with two or more members, the owner of a single-member limited liability company, the General Shareholders' Meeting for a joint-stock company, and the general partners (for a partnership).

The provincial business registration office receives the notification and records it in the monitoring book.

Article 23. Revocation of the Business Registration Certificate

1. In case the business registration agency discovers that the information declared in the business registration is false, it shall issue a violation notice and decide to revoke the Business Registration Certificate.

2. In case the owner of a private enterprise, member of a limited liability company, founding shareholder of a joint-stock company, and general partner of a registered enterprise falls under the category prohibited from establishing an enterprise according to Article 9 of the Law on Enterprises, they will be handled as follows:

a) For a private enterprise, the provincial business registration office where the enterprise has registered shall issue a violation notice and decide to revoke the Business Registration Certificate.

b) For a limited liability company and a joint-stock company, the provincial business registration office where the enterprise has registered shall issue a written notice requiring the company to change its members or shareholders who fall under the category prohibited from establishing an enterprise and register the change within three months from the date of the notice. If the change is not registered within the said period, the provincial business registration office shall issue a violation notice and decide to revoke the Business Registration Certificate.

c) For a partnership, the business registration agency shall issue a written notice requiring the company to change its general partners who fall under the category prohibited from establishing an enterprise and register the change within fifteen days from the date of the notice. If the change is not registered within the said period, the provincial business registration office shall announce the violation and decide to revoke the Business Registration Certificate.

3. In cases where enterprises violate points b, c, d, and đ of Clause 7 of Article 4 of this Decree, the provincial business registration office shall issue a written notice about the violation and require the legal representative of the enterprise to come to the office for explanation. After fifteen days from the date set in the notice for the person required to attend, if the person does not show up, the provincial business registration office shall publicly announce the violation and revoke the Business Registration Certificate.

4. In case an enterprise fails to submit the report as prescribed in Clause 3 of Article 116 of the Law on Enterprises to the provincial business registration office within six months from the date of the written request according to point d of Clause 3 of Article 121 of the Law on Enterprises, within fifteen days from the end of the reporting deadline, the provincial business registration office shall issue a written notice requiring the legal representative of the enterprise to come to the office for explanation. After fifteen days from the date set in the notice for the person required to attend, if the person does not show up, the provincial business registration office shall publicly announce the violation and revoke the Business Registration Certificate.

5. In case the provincial business registration office discovers that the enterprise is operating in industries or businesses prohibited by law, it shall issue a written notice requiring the enterprise to immediately cease such activities. If the enterprise continues to operate in prohibited industries or businesses, the provincial business registration office shall revoke the Business Registration Certificate and simultaneously inform relevant state agencies to handle the matter according to the law.

6. After issuing a notice regarding the violations of the enterprise as stipulated in Clauses 1, 2, 3, 4, and 5 of this Article, the Provincial Business Registration Department shall require the enterprise to complete the dissolution procedures in accordance with Clause 5 of Article 112 of the Enterprise Law. Six months after the decision to revoke the Business Registration Certificate, if no dissolution dossier is received, the enterprise will be deemed dissolved, and the Provincial Business Registration Department shall remove the enterprise from the Business Register. In this case, the legal representative, all members of a limited liability company, the sole owner of a single-member limited liability company, all board members of a joint-stock company, and all general partners of a limited partnership shall jointly and severally be liable for any outstanding debts, including tax arrears and unfulfilled financial obligations of the dissolved enterprise.

Chapter V

BUSINESS REGISTRATION FOR INDIVIDUAL HOUSEHOLD BUSINESSES

Article 24. Individual household business

1. An individual household business is owned by an individual or a family, can only be registered at one location, employs no more than ten workers, does not have a seal, and is personally liable for its business activities with all of its assets.

2. Family households engaged in agricultural, forestry, fishery production, salt-making, street vendors, snack sellers, and low-income service providers are exempt from business registration. The provincial People's Committee shall specify income levels applicable within their jurisdiction such that family businesses or service providers with lower incomes than the specified level are exempt from business registration. The threshold income must not exceed the minimum taxable income level for high-income individuals.

3. An individual household business employing more than ten workers or operating at more than one location must convert to an enterprise.

Article 25. Right to Business Registration

1. All Vietnamese citizens aged eighteen or older with full civil capacity; all family households have the right to register for business under this Chapter, except for minors, those with restricted or lost civil capacity, those being pursued for criminal responsibility, serving a prison sentence, or having their profession revoked by a court.

2. An individual or family household as stipulated in Clause 1 of this Article may only register one individual household business.

Article 26. Procedures and formalities for registering individual household businesses

1. An individual or the representative of a family household submits an application for registering an individual household business to the District Business Registration Authority where the business location is situated.

2. The contents of the application for registering an individual household business include:

a) Name, identification number, signature, and place of residence of the individual or family representative;

b) Business location address;

c) Business activities;

d) Business capital;

For industries and trades requiring a professional certificate as prescribed by laws, ordinances, decrees, a copy of the valid professional certificate of the individual or family representative must accompany the application.

The District Business Registration Authority shall not request the applicant to submit additional documents other than those specified herein.

3. The District Business Registration Authority receives the application, issues a receipt, and issues the Business Registration Certificate to the individual household business within seven days from the date of receipt, provided that the following conditions are met:

a) The industry or trade does not belong to the list of prohibited industries or trades;

b) If the individual household business has a specific name, it must not duplicate the name of another registered individual household business within the district;

c) Payment of the prescribed business registration fee.

The District Business Registration Authority has no authority to delay or refuse business registration for an individual household business for any reason.

4. Within seven days from the issuance of the Business Registration Certificate, the District Business Registration Authority sends a copy of the Business Registration Certificate of the individual household business to the local tax authority and relevant specialized department.

5. If, fifteen days after submitting the business registration application, the applicant has not received the Business Registration Certificate, they have the right to lodge a complaint with the District Business Registration Authority that accepted the application. If, seven days after submitting the complaint, the applicant has not received a response from the District Business Registration Authority, they have the right to appeal to the District People's Committee or file a lawsuit with the Administrative Court of the province where the application was submitted, in accordance with the law.

Article 27. Time of Business Operation

An individual household business may commence business operations after receiving the Business Registration Certificate, except for businesses in regulated industries and trades.

Article 28. Change of Business Registration Content

1. When changing the registered business content, the individual household business must notify the District Business Registration Authority that issued the Business Registration Certificate of the changes.

2. If relocating the business to another district or county, the individual household business must return the Business Registration Certificate to the District Business Registration Authority that issued it and then register the business with the new District Business Registration Authority where the new business location is situated.

3. In cases of temporary cessation of business for thirty days or more, the individual household business must inform the District Business Registration Authority that issued the Business Registration Certificate and the directly managing tax authority.

4. Upon ceasing business operations, the individual household business must return the Business Registration Certificate to the District Business Registration Authority where the business was registered.

Chapter VI

IMPLEMENTING PROVISIONS

Article 29. Handling Violations

1. Civil servants who require enterprise founders to submit additional documents, impose additional procedures, or conditions for business registration contrary to this Decree; engage in arbitrary behavior, harassment, causing difficulties, or inconvenience to organizations or individuals during the processing of business registration or during inspections of registered business content, shall be subject to disciplinary action in accordance with the law.

2. An officer or civil servant who refuses to issue a Business Registration Certificate to a person who meets the conditions, or issues a Business Registration Certificate to a person who does not meet the conditions, shall be subject to disciplinary action or criminal responsibility, depending on the nature and severity of the violation, in accordance with the provisions of the law.

In cases where damage is caused by the violation stipulated in this clause, the relevant officers or civil servants must also compensate the organizations or individuals that have suffered losses.

3. A person who commits any of the following violations shall be subject to administrative penalties or criminal responsibility, depending on the nature and severity of the violation, in accordance with the provisions of the law:

a) Operating under the form of a private enterprise, limited liability company, joint stock company, partnership, or individual business without registering for business in accordance with this Decree;

b) Continuing to operate after having had their Business Registration Certificate revoked;

c) Failing to truthfully, accurately, and promptly update the contents in the business registration dossier of the enterprise;

d) Intentionally overvaluing contributed assets above their actual value;

đ) Failing to submit annual financial reports to the Business Registration Authority or the Tax Authority, or submitting false or inaccurate reports;

e) Engaging in prohibited industries or operating industries requiring conditions without meeting those conditions.

Article 30. Effective Date

1. This Decree takes effect fifteen days from the date of publication in the Official Gazette; all previous regulations contrary to this Decree are hereby abolished.

2. This Decree replaces Government Decree No. 02/2000/NĐ-CP dated February 3, 2000, concerning business registration.

3. The Circular Jointly Issued No. 05/2000/TTLB-BKH-TCCBCP dated June 7, 2000, by the Ministry of Planning and Investment and the Civil Service Cadre Organization Department of the Government (now the Ministry of Home Affairs) guiding the organization of Business Registration Departments at provincial and district levels is hereby abolished.

Article 31. Guidance on Implementation

Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairpersons of provincial and centrally governed city People's Committees are responsible for implementing this Decree.

The Minister of Planning and Investment shall coordinate with the Minister of Home Affairs to promulgate regulations guiding the organization, staffing, and standards for business registration officials.

The Minister of Planning and Investment is responsible for guiding the implementation of this Decree.