Circular No. 141-PLDS/KT guiding the implementation of Article 3 of Decree No. 221/HĐBT dated July 23, 1991 of the Council of Ministers to specify certain provisions of the Law on Private Enterprises and Article 4 of Decree No. 222/HĐBT dated July 23, 1991 of the Council of Ministers to specify certain provisions of the Law on Companies.

CIRCULAR

Guidelines for implementing Article 3 of Decree No. 221-HĐBT dated July 23, 1991, issued by the Council of Ministers, to specify certain provisions of the Law on Private Enterprises, and Article 4 of Decree No. 222-HĐBT dated July 23, 1991, issued by the Council of Ministers, to specify certain provisions of the Law on Companies.

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Article 1. This Circular provides guidance on procedures for applying for and issuing permits to establish private enterprises and companies in industries that require approval from the Chairman of the Council of Ministers pursuant to Article 5 of the Law on Private Enterprises and Article 11 of the Law on Companies. These industries include:

1- Production and distribution of explosives, poisons, and toxic chemicals;

2- Extraction of precious minerals;

3- Large-scale production and supply of electricity and water;

4- Production of broadcasting equipment, telecommunications services, postal and telecommunication services, radio and television broadcasting, and publishing;

5- Long-distance transportation and air cargo transportation;

6- Exclusive export and import trade;

7- International tourism.

Article 2. Individuals wishing to establish a private enterprise, and founders wishing to establish a company to engage in the industries and trades specified in Article 1 of this Circular, must submit two sets of application documents for establishment permission to the Chairman of the People's Committee of the province or centrally-administered city or equivalent administrative unit where the business headquarters will be located.

Article 3. The application documents for establishing a private enterprise include:

1- Application for establishment permission;

2- Explanation of the business plan;

3- Bank certificate regarding the amount of capital in Vietnamese currency, foreign currency, and gold held in the applicant’s bank account;

4- Certificate from a notary office regarding the value of tangible assets owned by the applicant to determine the initial investment capital;

5- Certificates or diplomas required by law for specific trades.

The application for establishment permission for a private enterprise must clearly state:

1- Name, age, occupation, and permanent address of the business owner;

2- Proposed headquarters of the business; if there are multiple headquarters, the main headquarters (where the business has its administrative office and conducts legal transactions) must be clearly stated;

3- Objectives and specific trades; if engaging in multiple trades, each trade must be clearly stated;

4- Initial investment capital, specifying the amount in Vietnamese currency, foreign currency, gold, and tangible assets;

5- Environmental protection measures such as pollution prevention and waste treatment.

The application must bear the stamp of confirmation from the People's Committee of the commune or ward regarding the applicant's permanent address.

Article 4. The application documents for establishing a company include:

1- Application for establishment permission;

2- Draft articles of association;

3- Explanation of the business plan;

4- Certificates regarding the assets contributed by shareholders;

5- If the contributing shareholder is a state-owned enterprise, a decision allowing capital contribution from the superior management authority and the amount of capital contribution calculated in monetary terms must be provided;

6- Certificates or diplomas regarding the qualifications of the managers and operators of the company required by law for specific trades.

Article 5. The application for establishment of a company must clearly state:

1- Name, age, and permanent address of the founders; if the founder is an organization, the name, location of the main office, and the authority issuing the decision to establish the organization must be clearly stated;

2- Type, name, and proposed headquarters of the company (where the company has its administrative office and conducts legal transactions);

3- Objectives and specific trades; if engaging in multiple trades, each trade must be clearly stated;

4- Registered capital, specifying the amount in Vietnamese currency, foreign currency, gold, and tangible assets, and the method of contribution;

5- Environmental protection measures;

6- Company development program.

The application must bear the signatures of all founders; if the founder is an organization, the signature of the representative of the organization must be included. Founders may authorize one founder to submit the application documents to the Chairman of the People's Committee of the province or centrally-administered city where the proposed headquarters will be located.

Article 6. Regarding the asset certification mentioned in Clause 4 of Article 74, it is defined as follows:

1- For a limited liability company, it is a bank certificate (for capital in Vietnamese currency, foreign currency, or gold held in a bank account) and a notarized certificate (for tangible assets) regarding the value of the corresponding assets that each founder intends to contribute to the company.

2- For a joint-stock company, it is a bank certificate (for capital in Vietnamese currency, foreign currency, or gold held in a bank account) and a notarized certificate (for tangible assets) regarding the value of the corresponding assets represented by the number of shares each founder has registered to purchase.

Article 7.

1- The Chairman of the People's Committee of the province or centrally-administered city or equivalent administrative unit organizes the receipt and examination of applications for establishment permission submitted by applicants for private enterprises or companies.

2- The department under the People's Committee of the province assists the Chairman of the People's Committee of the province in receiving and examining applications, and is responsible for providing written comments to the Chairman of the People's Committee of the province on matters related to the department's management authority.

3- Within ten days (for private enterprises) and twenty days (for companies) from the date of receipt of valid applications, the Chairman of the People's Committee must provide written comments indicating whether to approve or reject the establishment of the enterprise, attach these comments to the application for establishment permission of the private enterprise or company, and send them to the relevant Ministry managing the industry.

Article 8. Within ten days (for private enterprises) or twenty days (for companies) from the date of receipt of valid applications, the Minister of the relevant industry ministry organizes the receipt and examination of applications, provides written comments on matters related to the industry's management authority, clearly stating whether to approve or reject the establishment of the enterprise, completes the application for establishment permission of the private enterprise or company, and submits it to the Chairman of the State Council for approval.

Article 9.

1- BASED ON THE DOCUMENTS OF THE PARTY SUBMITTED BY THE MINISTERIAL DEPARTMENT UNDER ITS OWN MANAGEMENT AND IN ACCORDANCE WITH THE OPINION OF THE CHAIRMAN OF THE PEOPLE'S COMMITTEE AND THE MINISTER OF THE MINISTERIAL DEPARTMENT UNDER THEIR OWN MANAGEMENT ATTACHED THERETO, THE CHAIRMAN OF THE COUNCIL OF MINISTERS SHALL CONSIDER AND DECIDE TO GRANT OR DENY PERMISSION FOR THE ESTABLISHMENT OF A PRIVATE BUSINESS OR COMPANY WITHIN 10 DAYS (FOR PRIVATE BUSINESSES) OR 20 DAYS (FOR COMPANIES) FROM THE DATE OF RECEIVING THE VALID APPLICATION.

2- THE DECISION OF THE CHAIRMAN OF THE COUNCIL OF MINISTERS REGARDING THE GRANTING OR DENYING OF PERMISSION FOR THE ESTABLISHMENT OF A BUSINESS SHALL BE SENT PROMPTLY TO THE CHAIRMAN OF THE PEOPLE'S COMMITTEE OF THE PROVINCE OR CITY WHERE THE INITIAL APPLICATION WAS SUBMITTED.

3- IN CASE THE CHAIRMAN OF THE COUNCIL OF MINISTERS DELEGATES THE MINISTER OF THE MINISTERIAL DEPARTMENT UNDER THEIR OWN MANAGEMENT TO CONSIDER AND DECIDE TO GRANT OR DENY PERMISSION FOR THE ESTABLISHMENT OF A PRIVATE BUSINESS OR COMPANY, THEN WITHIN 20 DAYS (FOR PRIVATE BUSINESSES) OR 10 DAYS (FOR COMPANIES) FROM THE DATE OF RECEIVING THE APPLICATION, THE MINISTERIAL DEPARTMENT MUST ISSUE A DECISION AND SEND THE DECISION TO THE CHAIRMAN OF THE PEOPLE'S COMMITTEE WHERE THE INITIAL APPLICATION WAS SUBMITTED.

Article 10. BASED ON THE DECISION OF THE CHAIRMAN OF THE COUNCIL OF MINISTERS OR THE MINISTER OF THE MINISTERIAL DEPARTMENT AS PROVIDED IN ARTICLE 9, THE CHAIRMAN OF THE PEOPLE'S COMMITTEE OF THE PROVINCE OR THE CITY DIRECTLY UNDER THE CENTRAL GOVERNMENT OR THE EQUIVALENT ADMINISTRATIVE UNIT MUST ISSUE OR REJECT THE LICENSE FOR THE ESTABLISHMENT OF A PRIVATE BUSINESS OR COMPANY TO THE PARTY. IN CASE OF REJECTING THE LICENSE, THE CHAIRMAN OF THE PEOPLE'S COMMITTEE MUST CLEARLY EXPLAIN THE REASONS THEREFOR.