Circular No. 20/2015/TT-BKHĐT guiding enterprise registration

CIRCULAR

Guidelines on business registration

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WHEREAS,ứ Enterprise Law number 68/2014/Article 24H13 dated November 26, 2014;

Camendpursuant to the Road Traffic Law dated November 13, 2008; Article 24Tax Administration number 78/2006/Article 24H11 dated November 29, 2006;

Pursuant to the Law Amending and Supplementing Article 6 and Appendix 4 on the List of Industries and Trades Subject to Investment and Business Conditions dated January 22,, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CPi, Law No. 42/2024/QH15 ,No. Clause of the Tax Management Law number 21/2012/Article 24H13 dated November 20, 2012;

Pursuant to Decree number 78/2015/NĐ-CP dated September 14, 2015 of the GovernmentDeputy ministers of ministerial-level agencies, on business registration;

Pursuant to Decree number 96/2015/NĐ-CP dated October 19, 2015 of the GovernmentDeputy ministers of ministerial-level agencies, detailing certain provisions of the Enterprise Law;

Pursuant to Decree number 116/2008/NĐ-CP dated November 14, 2008 of the GovernmentDeputy ministers of ministerial-level agencies, stipulating the functions, tasks, powers, and organizational structure of the Ministry of Planning and Investment;

at the request of the Department ofinDepartment ON TAX NUMBER 78/2006/QH11 AND THE LAW ON TAX ADMINISTRATION AMENDED BY LAW NUMBER 2/QH13; of Business Registration,

Minister of theinMinistry of Planning and Investment issues this Circular guidingFUNCTIONS, DUTIES, POWERS, ORGANIZATIONAL STRUCTURE, OPERATIONAL REGULATIONS, AND RELATIONSHIPS OF MANAGEMENT BOARDS; DUTIES, POWERS OF THE CHAIRPERSON, VICE CHAIRPERSON (IF ANY), SECRETARY, AND MEMBERS OF MANAGEMENT BOARDSArticle 3. Functions, duties, powers of Management Boards and duties, powers of the Chairperson, Vice Chairperson (if any), Secretary, and Members of Management Boardson business registration.

Article 1. Scope of Regulation and Applicability

Article 1. This Circular promulgates sample documents for use in business registration, individual business registration, and provides detailed guidance on certain issues related to business registration and individual business registration.

Article 2. This Circular applies to the subjects specified in Article 2 of Decree number 78/2015/NĐ-CP.

Article 2. Issuance and use of sample documents for business registration and individual business registration

1. Issuing with this Circular various forms to be used in business registration and individual business registration.

Point 2. The sample documents issued along with this Circular shall be uniformly used throughout the country.

Article 3. Individual Business Registration Code

Point 1. The business registration authority at the district level records the individual business registration code on the Certificate of Individual Business Registration according to the following structure:

a) Provincial code: 02 characters, according to Appendix VII-2 issued together with this Circular;

b) District code: 01 character, according to Appendix VII-2 issued together with this Circular;

c) Type code: 01 character, 8 = individual business;

d) Individual business serial number: 06 characters, from 000001 to 999999.

Point 2. Districts, towns, cities under provinces established after the effective date of this Circular shall be inserted in alphabetical order according to the Vietnamese alphabet.

Point 3. In cases where districts, towns, cities under provinces are separated after the effective date of this Circular, the unit being separated retains its original alphabetic code and the newly formed unit is inserted in alphabetical order according to the Vietnamese alphabet.

Point 4. The Department of Planning and Investment shall notify the Ministry of Planning and Investment in writing of the new district codes established or separated.

Article 4. Documents for business registration in cases where the enterprise passes decisions through written consultation

Where the Board of Directors of a limited liability company or the General Meeting of Shareholders of a joint stock company adopts decisions in accordance with the method of collecting opinions in writing as provided for in the Enterprise Law, the Minutes of the meeting in the business registration dossier prescribed in Decree number 78/2015/NĐ-CP may be replaced by a Report on the results of ballot counting by the Board of Directors for a limited liability company or a Minutes of ballot counting by the General Meeting of Shareholders for a joint stock company.

Article 5. Notification of changes in information of founding shareholders and foreign investors

Point 1. In cases of changes in information of founding shareholders of a joint stock company, the enterprise shall notify the Business Registration Office where the company's headquarters is located in accordance with Article 51 of Decree number 78/2015/NĐ-CP. The change in information of founding shareholders only applies to unlisted joint stock companies.

Point 2. The decision and a certified true copy of the Minutes of the General Meeting of Shareholders regarding the change in foreign investor shareholders in the business registration dossier prescribed in Clause 1, Article 52 of Decree number 78/2015/NĐ-CP only apply to cases where founding shareholders who are foreign investors transfer ordinary shares to non-founding shareholders within three years from the date the company was granted the Certificate of Enterprise Registration.

Article 6. Registration of Branch Operations, Representative Offices, and Business Locations

1. After a state-owned enterprise has been issued a Business Registration Certificate and converted into a limited liability company or a joint-stock company, a limited liability company converted into a joint-stock company and vice versa, a private business converted into a limited liability company, the branches, representative offices, and business locations of these enterprises shall register changes to their operational registration contents in accordance with Article 48 of Decree No. 78/2015/NĐ-CP.

2. For business locations under branches, the person signing the notification for establishing a business location, changing the registration content of a business location, temporarily suspending operations before the notified deadline, resuming operations, or ceasing operations of a business location is the legal representative of the enterprise or the head of the branch.

3. The issuance of new Business Registration Certificates for branches and representative offices, and Business Registration Certificates for business locations shall be carried out in accordance with the provisions of Article 58 of Decree No. 78/2015/NĐ-CP.

4. The cessation of operations of branches and representative offices of enterprises abroad shall be carried out in accordance with the laws of that country. Within thirty working days from the date of officially ceasing operations of the branch or representative office abroad, the enterprise shall notify in writing to the Business Registration Office where the enterprise's headquarters is located. Notifications regarding the cessation of operations of branches and representative offices of enterprises abroad shall be made according to Model II-23 attached to this Circular.

Article 7. Termination of Existence of Companies Split, Merged, or Absorbed

1. In cases where the content of the business registration of the absorbing company does not change after the absorption of a business, within ten working days from the completion of the business absorption, the absorbing company shall send a notification in accordance with the form prescribed in Appendix II-5 attached to this Circular to the Business Registration Office where the absorbing company's headquarters is located to terminate the existence of the absorbed company. The notification must include the documents specified in Clause 4 of Article 195 of the Enterprise Law.

2. If the absorbed company has its headquarters in a different province or centrally-administered municipality from where the absorbing company's headquarters is located, the Business Registration Offices where the absorbing company and the absorbed company's headquarters are located shall cooperate to terminate the existence of the absorbed company in accordance with Clause 3 of Article 61 of Decree No. 78/2015/NĐ-CP.

3. Prior to terminating the existence of companies split, merged, or absorbed as stipulated in Clause 1 and Clause 3 of Article 61 of Decree No. 78/2015/NĐ-CP, the Business Registration Office shall terminate the existence of all branches, representative offices, and business locations of the split, merged, or absorbed companies.

Article 8. Issuance of Business Registration Certificate to Replace Business Registration Content in Investment License, Investment Certificate, or Equivalent Legal Documents

1. In cases where an enterprise requests to be issued a Business Registration Certificate to replace the business registration content in an Investment License, Investment Certificate, or equivalent legal documents (hereinafter referred to collectively as Investment Certificate) without changing the business registration content, the enterprise shall submit the application to the Business Registration Office where the enterprise's headquarters is located. The application includes:

a) A certified true copy of the Investment Certificate;

b) A certified true copy of the Tax Registration Certificate;

c) A request for updating business registration information as prescribed in Appendix II-18 attached to this Circular.

2. In cases where an enterprise requests to be issued a Business Registration Certificate for branch operations, representative offices, or business locations to replace the operational registration content in the Investment Certificate or the Business Registration Certificate for branch operations or representative offices issued by the investment registration authority without changing the operational registration content, the enterprise shall submit the application to the Business Registration Office where the branch, representative office, or business location is located. The application includes:

a) A certified true copy of the Investment Certificate or the Business Registration Certificate for branch operations or representative offices issued by the investment registration authority;

b) A certified true copy of the Tax Registration Certificate;

c) A request for updating operational registration information as prescribed in Appendix II-19 attached to this Circular.

3. In cases where an enterprise registers changes to business registration content, notifies temporary suspension of operations, resumes operations before the notified deadline, dissolves the enterprise, or notifies the enterprise's seal model, the enterprise shall submit the application to the Business Registration Office where the enterprise's headquarters is located. The application includes the corresponding documents stipulated in Decree No. 78/2015/NĐ-CP and the documents stipulated in Clause 1 of this Article.

4. In cases where an enterprise registers operations, registers changes to branch or representative office operational registration content, temporarily suspends operations, resumes operations before the notified deadline, ceases operations, or notifies the branch or representative office's seal model, the enterprise shall submit the application to the Business Registration Office where the branch or representative office is located. The application includes the corresponding documents stipulated in Decree No. 78/2015/NĐ-CP and a request for updating operational registration information as prescribed in Appendix II-19 attached to this Circular. For branches operating under an Investment Certificate, in addition to the aforementioned documents, the application must also include a certified true copy of the Investment Certificate and a certified true copy of the Tax Registration Certificate of the branch.

5. In cases of registering for new establishment, changing registration content, temporarily suspending operations, resuming operations before the announced deadline, ceasing operations at a business location under the enterprise, the enterprise shall submit the application to the Business Registration Agency where the enterprise's headquarters is located. The application package includes the relevant documents stipulated in Decree No. 78/2015/NĐ-CP and the Application for Supplementing and Updating Registration Information as prescribed in Appendix II-19 attached hereto. In cases of registering for new establishment, changing registration content, temporarily suspending operations, resuming operations before the announced deadline, ceasing operations at a business location under a branch, the enterprise shall submit the application to the Business Registration Agency where the branch's headquarters is located in accordance with Clause 4 of this Article.

6. When enterprises carry out business registration procedures as stipulated in Clauses 4 and 5 of this Article at a province or centrally governed city other than where the enterprise's headquarters is located, the Business Registration Agency where the branch or representative office's headquarters is located shall be responsible for contacting and coordinating with the Business Registration Agency where the enterprise's headquarters is located to receive and process the application for the enterprise.

7. Upon receipt of the enterprise's application, the Business Registration Agency shall issue a Receipt, examine the validity of the application, and issue the Enterprise Registration Certificate, the Business Operation Registration Certificate, the Confirmation of Change in Enterprise Registration Content, and other confirmations as prescribed in Decree No. 78/2015/NĐ-CP.

Article 9. Announcing contents related to revoking the Enterprise Registration Certificate, restoring the legal status of the enterprise in the National Enterprise Registration Database

1. Within two working days from the date of issuing the Notification on the violation of the enterprise subject to revocation of the Enterprise Registration Certificate, the Decision on Revoking the Enterprise Registration Certificate, the Business Registration Agency shall send the notification and decision to the address of the enterprise's headquarters and publish the information on the National Enterprise Registration Portal.

2. Within two working days from the date of issuing the decision to revoke the Decision on Revoking the Enterprise Registration Certificate, the Notification on restoring the legal status of the enterprise in the National Enterprise Registration Database, the Business Registration Agency shall publish the information on the National Enterprise Registration Portal.

Article 10. Cases where changes in enterprise registration content are not required

1. The public security agency specified in Point c Clause 1 Article 56 of Decree No. 78/2015/NĐ-CP includes the Investigation Agency, the Head and Deputy Head of the Investigation Agency, and the Investigator as prescribed in the Criminal Procedure Code.

2. An enterprise may continue to apply for changes in enterprise registration content in the cases stipulated in Clause 2 Article 56 of Decree No. 78/2015/NĐ-CP and in cases where it has received approval from the public security agency as stipulated in Clause 1 of this Article.

Article 11. Extraction of information on the National Portal for Enterprise Registration

1. Information provided publicly and free of charge on the National Portal for Enterprise Registration (www.dangkykinhdoanh.gov.vn) includes: enterprise name, enterprise code, main office address, business sectors, legal representative's name, enterprise seal sample, and the enterprise’s legal status.

2. In addition to the free-of-charge information specified in Clause 1 of this Article, organizations and individuals may request to obtain information about the content of enterprise registration, financial reports of various types of enterprises stored in the National Database for Enterprise Registration, and must pay fees as prescribed.

3. Organizations and individuals may request to obtain the information stipulated in Clause 2 of this Article from the Ministry of Planning and Investment (Business Registration Support Center under the Department of Business Registration) or at the Provincial Business Registration Office, or through the National Portal for Enterprise Registration. The Business Registration Support Center provides information of all enterprises in the National Database for Enterprise Registration. The Provincial Business Registration Office provides information within its local jurisdiction.

4. The fee for providing information as stipulated in Clauses 2 and 3 of this Article shall be implemented according to the provisions of the law.

Article 12. Restoration of Legal Status of Enterprises in the National Database for Enterprise Registration After Revocation of the Enterprise Registration Certificate

1. When determining that an enterprise falls under the circumstances eligible for restoration of legal status as prescribed in Article 64 of Decree No. 78/2015/NĐ-CP, the Business Registration Office issues a Decision to revoke the Decision to revoke the Enterprise Registration Certificate according to the model specified in Appendix V-17 attached to this Circular.

Based on the request of the Business Registration Office, the Ministry of Planning and Investment (Department of Business Registration) will provide technical support to transfer the status of the enterprise from revoked or dissolved to operating status in the National Database for Enterprise Registration. The enterprise is officially restored to legal status at the time it is transferred to operating status.

The Business Registration Office is responsible for the decision to revoke the Decision to revoke the Enterprise Registration Certificate and the restoration of the legal status of the enterprise in the National Database for Enterprise Registration.

2. The restoration of legal status of enterprises as prescribed in Clause 2 of Article 64 of Decree No. 78/2015/NĐ-CP shall only be carried out within 180 days from the date the Business Registration Office issues the decision to revoke the Enterprise Registration Certificate and the enterprise has not been transferred to dissolved legal status in the National Database for Enterprise Registration.

3. Within two working days from the date the enterprise is restored to legal status in the National Database for Enterprise Registration, the Business Registration Office shall notify the tax authority and the enterprise of the restoration of the enterprise's legal status.

Article 13. Correction of Registration Information in the Enterprise Registration Certificate

1. In cases where an enterprise discovers that the content in the Enterprise Registration Certificate does not accurately reflect the content in the enterprise registration dossier, the enterprise shall submit a Request for Correction of Information in accordance with the form prescribed in Appendix II-14 attached to this Circular to the Business Registration Office where the enterprise has registered.

Upon receipt of the Request for Correction, the Business Registration Office shall accept the request, examine the dossier, and issue a new Enterprise Registration Certificate within three working days from the date of receipt of the enterprise's Request for Correction if the information in the Request for Correction is accurate.

2. In cases where the Business Registration Office discovers that the content in the Enterprise Registration Certificate does not accurately reflect the content in the enterprise registration dossier, the Business Registration Office shall send a notification regarding the correction of the content in the Enterprise Registration Certificate in accordance with the form prescribed in Appendix V-6 attached to this Circular to the enterprise and issue a new Enterprise Registration Certificate to the enterprise within three working days from the date of sending the notification.

3. The correction of information in the Confirmation of Change in Enterprise Registration Content, Branch Operation Registration Certificate, Representative Office Registration Certificate, Business Location Registration Certificate, and other enterprise registration information stored in the National Enterprise Registration Database shall be carried out in accordance with the provisions of Clause 1 and Clause 2 of this Article.

Article 14. Correction of Information in the National Enterprise Registration Database in Cases Where the Enterprise Registration Certificate Is Issued Incorrectly According to the Prescribed Dossier, Procedure, or When the Information Declared in the Enterprise Registration Dossier Is Not Truthful or Accurate

1. In cases where the enterprise registration dossier is approved incorrectly according to the prescribed dossier, procedure, or process, the Business Registration Office shall implement in accordance with Clause 2 of Article 58 of Decree No. 78/2015/NĐ-CP. Based on the valid dossier completed and submitted by the enterprise, the Business Registration Office shall correct the information in the National Enterprise Registration Database before issuing a new Enterprise Registration Certificate or Confirmation of Change in Enterprise Registration Content.

2. In cases where the information declared in the enterprise registration dossier is not truthful or accurate, the Business Registration Office shall implement in accordance with Clause 3 of Article 58 of Decree No. 78/2015/NĐ-CP. After receiving the decision on handling the violation from the competent authority, based on the valid dossier completed and submitted by the enterprise, the Business Registration Office shall correct the information in the National Enterprise Registration Database before issuing a new Enterprise Registration Certificate or Confirmation of Change in Enterprise Registration Content.

Article 15. Updating and Supplementing Information in the Enterprise Registration Certificate and Enterprise Registration Dossier

1. Enterprises are responsible for supplementing all missing information in the enterprise registration dossier when changing the registration content, including the following information: telephone number, fax number, email address, and website of the enterprise. The supplementation of the enterprise's telephone number in the enterprise registration dossier is mandatory. If an enterprise fails to supplement the enterprise's telephone number, the enterprise's change registration dossier will be considered invalid in accordance with Clause 15 of Article 4 of the Enterprise Law.

2. Based on the enterprise data in the National Enterprise Registration Database, enterprises are obligated to update and supplement information in the Enterprise Registration Certificate and enterprise registration dossier in accordance with Clause 7 of Article 8 of the Enterprise Law, as follows:

a) In cases where an enterprise only updates or supplements information about the telephone number, fax number, email address, website, and address of the enterprise due to administrative boundary changes or changes in personal identification information in the Enterprise Registration Certificate, the enterprise shall submit a Notification in accordance with the form prescribed in Appendix II-5 attached to this Circular to the Business Registration Office where the enterprise's main office is located. The Business Registration Office shall accept the notification and issue an Enterprise Registration Certificate to the enterprise.

b) In cases where an enterprise only updates or supplements information in the enterprise registration dossier without changing the content of the Enterprise Registration Certificate and does not fall under the circumstances requiring notification of changes in registration content as stipulated from Article 49 to Article 54 of Decree No. 78/2015/NĐ-CP, the enterprise shall submit a Notification in accordance with the form prescribed in Appendix II-5 attached to this Circular to the Business Registration Office where the enterprise's main office is located.

The Business Registration Office shall supplement the information in the enterprise's dossier, update the information in the National Enterprise Registration Database, and issue a confirmation certificate in accordance with the corresponding provisions of Decree No. 78/2015/NĐ-CP. In this case, the enterprise is not required to pay any fees.

Article 16. Conversion of business registration information into the National Business Registration Database

1. When issuing business registration certificates, the Business Registration Department shall digitize the business registration files, upload, and store them fully into the National Business Registration Database.

2. The conversion of business registration file information shall be carried out in accordance with Clause 11, Article 3 of Decree No. 78/2015/NĐ-CP. For business registration files received before this Circular takes effect and not yet digitized when issuing business registration certificates, the Business Registration Department shall annually develop implementation plans and budget plans to organize the conversion of information and full storage of business registration files in electronic form into the National Business Registration Database.

Article 17. Correction of business registration information due to data conversion into the National Business Registration Database

1. In cases where a business discovers that the content of its business registration information is missing or inaccurate compared to the paper version of the Business Registration Certificate, Business Operation Permit, Business Operation Registration Certificate and Tax Registration, Investment Certificate, Investment License (hereinafter collectively referred to as the Certificate) due to the process of converting data into the National Business Registration Database, the business shall submit a correction request form according to the model prescribed at Appendix II-16 attached to this Circular to the Business Registration Department where its main office is located. The correction request form must be accompanied by a certified copy of the Certificate.

Within three working days from the date of receiving the business's correction request form, the Business Registration Department shall be responsible for supplementing and correcting the business registration information in the National Business Registration Database.

2. In cases where the Business Registration Department discovers that the content of the business registration information is missing or inaccurate compared to the paper version of the Certificate due to the process of converting data into the National Business Registration Database, within three working days from the date of discovery, the Business Registration Department shall supplement and correct the content of the business registration information in the National Business Registration Database.

Article 18. Standardization of business registration data in the National Business Registration Database

1. For business registration information converted into the National Business Registration Database from business registration data retained by the Business Registration Departments and investment registration agencies, based on the information retained in the National Business Registration Database, the Business Registration Department shall send a notification about reviewing business registration information and the operational status of the business to the business, requesting the business to compare the information and:

a) Respond to the Business Registration Department within ninety days from the date the Business Registration Department sends the notification and bear responsibility for the truthfulness and accuracy of the registered information in accordance with Clause 7, Article 8 of the Enterprise Law.

b) If the business does not provide feedback within the time limit specified in Point a, Clause 1 of this Article, the Business Registration Department shall require the business to report in accordance with Point c, Clause 1 of Article 209 of the Enterprise Law. In cases where the business does not submit a report as required by Point c, Clause 1 of Article 209 of the Enterprise Law, the Business Registration Department shall proceed to revoke the Business Registration Certificate in accordance with the procedures and formalities stipulated in Clause 4, Article 63 of Decree No. 78/2015/NĐ-CP.

2. Based on business registration information retained in the National Business Registration Database within the local jurisdiction, based on the annual plan, the Business Registration Department shall take the lead and coordinate with tax authorities and other relevant agencies to develop plans for reviewing the operational status of businesses. The procedures and formalities for reviewing the operational status of businesses shall be implemented in accordance with the provisions of Clause 1 of this Article.

3. At least once a year, the Business Registration Department shall take the lead and coordinate with tax authorities and other relevant agencies to develop implementation plans and budget plans for standardizing business registration data.

4. The models of notifications regarding the review of business registration information and the operational status of businesses, and notifications regarding the results of reviewing business registration information and the operational status of businesses as stipulated in Clause 1 of this Article shall be implemented according to Model V-7, II-15 issued together with this Circular.

Article 19. Supplementing business registration data into the National Business Registration Database

1. Based on the business registration data stored at the Business Registration Departments, investment registration agencies, and existing data in the National Business Registration Database, on a quarterly and annual basis, the Business Registration Department shall be responsible for reviewing and cross-checking to supplement missing data into the National Business Registration Database.

2. The Business Registration Department shall be responsible for fully supplementing business data, affiliated units, and business locations from local databases into the National Business Registration Database, ensuring that the supplementary information matches the original information.

Article 20. Implementation

1. This Circular takes effect from January 15, 2016, replacing Circular No. 01/2013/TT-BKHĐT dated January 21, 2013, issued by the Ministry of Planning and Investment guiding business registration.

2. Provincial Departments of Planning and Investment, district-level business registration agencies, enterprises established under the Enterprise Law, enterprise founders, individual households, and related organizations and individuals shall be responsible for implementing this Circular.

3. In the course of implementation, if there are any difficulties, it is requested that related organizations and individuals promptly reflect them to the Ministry of Planning and Investment for study, amendment, and supplementation.