Decree No. 37/2003/ND-CP on administrative penalties for violations related to business registration

DECREE OF THE GOVERNMENT

Regulations on Administrative Sanctions for Violations in Business Registration

THE GOVERNMENT

Based on the Law on Government Organization dated December 25, 2001;

Pursuant to the Enterprise Law dated June 12, 1999;

Based on the Ordinance on Handling Administrative Violations dated July 2, 2002;

At the proposal of the Minister of Planning and Investment,

 

DECREE

PART I

GENERAL PROVISIONS

Article 1. Object and Scope of Application

1. This Decree applies to individuals and organizations that commit administrative violations related to business registration, branch and representative office registration of enterprises under the Enterprise Law; individual business household registration under Government Decree No. 02/2000/NĐ-CP dated February 3, 2000 on business registration.

2. Administrative violations concerning business registration are acts violating state management regulations on business registration which are not criminal offenses and according to the law must be subject to administrative sanctions, specifically: violations of state management regulations on the identity of enterprises and individual business households; regarding declaration of enterprise headquarters and locations; regarding capital contribution registration for Joint Stock Companies; regarding changes in business registration dossier contents of enterprises and individual business households; regarding display signs; and regarding publication and financial reporting.

Article 2. Principles of Administrative Sanctions

1. All administrative violations concerning business registration must be promptly detected and immediately halted. The enforcement of administrative sanctions for business registration violations must be conducted swiftly, fairly, and thoroughly; all consequences caused by administrative violations must be remedied in accordance with the provisions of the law.

2. The enforcement of administrative sanctions for business registration violations must be carried out by authorized persons in accordance with the provisions of this Decree.

3. An administrative violation concerning business registration shall only be subject to one administrative sanction. Organizations or individuals committing multiple administrative violations shall be sanctioned for each separate violation.

4. The imposition of administrative sanctions for business registration violations must be based on the nature and degree of the violation, the background of the violator, and mitigating or aggravating circumstances stipulated in Articles 8 and 9 of the Ordinance on Handling Administrative Violations to determine appropriate forms and measures of punishment.

Article 3. Time Limit for Imposing Administrative Sanctions

1. The time limit for imposing administrative sanctions for business registration violations is one year from the date the administrative violation was committed. If this period has passed, no sanctions will be imposed but the remedial measures provided for in this Decree will still apply.

2. For individuals who have been indicted, prosecuted, or had a decision made to bring them to trial under criminal procedures, but subsequently had a decision to terminate the investigation or close the case where the act of violation indicates an administrative violation concerning business registration, they will be subject to administrative sanctions; within three days from the date of the decision to terminate the investigation or close the case, the person issuing the decision must send it to the authority responsible for imposing administrative sanctions for business registration violations; in this case, the time limit for imposing administrative sanctions is three months from the date the authority responsible for imposing administrative sanctions receives the decision to terminate the investigation and the case file.

3. Within the time limits specified in Clause 1 and Clause 2 of this Article, if an individual or organization commits a new administrative violation in the same field as previously violated or deliberately evades or obstructs the imposition of sanctions, the time limits specified in Clause 1 and Clause 2 of this Article will not apply; the time limit for imposing administrative sanctions for business registration violations will be recalculated from the date of the new administrative violation or the date when evasion or obstruction of sanctions ceases. for new administrative violations in the same field that were previously violated or intentionally evaded, obstructed the imposition of penalties, the time limit prescribed in Clauses 1 and 2 of this Article shall not be applied; the time limit for imposing administrative penalties for business registration violations shall be recalculated from the date of committing the new administrative violation or the date of ceasing the act of evasion, obstruction of the penalty imposition.

4. Individuals or organizations subject to administrative sanctions, if within one year from the date of completion of the execution of the administrative sanction decision or from the date the administrative sanction decision becomes ineffective without reoffending, shall be considered as not having been subject to administrative sanctions for business registration violations.

Chapter II

ADMINISTRATIVE VIOLATIONS

CONCERNING BUSINESS REGISTRATION - FORMS AND PENALTIES

Article 4. Violations of provisions on declaration of personal information of business founders and business managers

1. A fine of VND 1,000,000 to VND 5,000,000 shall be imposed for any of the following acts:

a. Declaring a person who does not have the right to establish and manage a business as prescribed in Article 9 of the Enterprise Law;

b. Declaring a non-existent person, a deceased person, or a missing person;

c. Impersonating another person, forging signatures;

d. Using another person's name to declare establishment and management of a business;

đ. Falsely declaring personal information in the business registration dossier;

2. Remedial measures applicable to violations stipulated in this Article:

In addition to administrative penalties prescribed in this Article, individuals and organizations violating administrative regulations must re-register their business dossier; in cases where a Business Registration Certificate has already been issued, the enterprise must re-register.

Article 5. Violations of provisions on declaration of personal information of individual business households

1. A fine of VND 100,000 to VND 500,000 shall be imposed for any of the following acts:

a. Declaring a person who does not have the right to register for business as prescribed in Article 18 of Decree No. 02/2000/NĐ-CP dated February 3, 2000 of the Government on business registration;

b. Declaring a non-existent person, a deceased person, or a missing person;

c. Impersonating another person, forging signatures;

d. Using another person's name to declare business registration;

đ. Falsely declaring personal information in the business registration dossier;

2. Remedial measures applicable to violations stipulated in this Article:

In addition to administrative penalties prescribed in this Article, individuals violating administrative regulations must re-register their business dossier; in cases where a Business Registration Certificate has already been issued, the individual must re-register.

Article 6. Violations of provisions on declaration of business headquarters address

1. A fine of VND 1,000,000 to VND 5,000,000 shall be imposed for any of the following acts:

a. Declaring a headquarters address that does not exist on the administrative map; declaring a headquarters but actually conducting transactions elsewhere;

b. Declaring an address that does not belong to the declarant's lawful ownership or lawful use;

c. Falsely declaring the permanent residence registration place, current place of residence, or temporary residence place of business managers.

2. Remedial measures applicable to violations stipulated in this Article:

In addition to administrative penalties prescribed in this Article, individuals and organizations violating administrative regulations must re-register their business dossier; in cases where a Business Registration Certificate has already been issued, the enterprise must re-register.

Article 7. Violations of provisions on declaration of individual business household trading location

1. A fine of VND 100,000 to VND 500,000 shall be imposed for any of the following acts:

a. Declaring a trading location that does not exist on the administrative map; declaring a trading location but actually conducting transactions elsewhere;

b. Declaring a trading location that does not belong to the declarant's lawful ownership or lawful use;

c. Falsely declaring the permanent residence registration place, current place of residence, or temporary residence place of the individual or family representative.

2. Remedial measures applicable to violations stipulated in this Article:

In addition to administrative penalties prescribed in this Article, individuals violating administrative regulations must re-register their business dossier; in cases where a Business Registration Certificate has already been issued, the individual must re-register.

Article 8. Violations of provisions on declaration of capital contribution to a Company

1. A fine of VND 5,000,000 to VND 10,000,000 shall be imposed for any of the following acts:

a. Registering capital but actually having no capital, registering more capital than the actual amount;

b. Not issuing a Capital Contribution Certificate to shareholders with capital contributions;

c. Not establishing a shareholder register for a limited liability company with two or more shareholders and a joint-stock company; a shareholder register for a joint-stock company;

2. Remedial measures applicable to violations stipulated in this Article:

In addition to administrative penalties prescribed in this Article, violators of the provisions at point a Clause 1 of this Article must contribute capital as committed; violators of the provisions at points b and c Clause 1 of this Article must issue a Capital Contribution Certificate and establish a shareholder register for a limited liability company with two or more shareholders and a joint-stock company; a shareholder register for a joint-stock company.

Article 9. Violations of the provisions on registering changes to the business registration dossier of enterprises

1. A warning or a fine from VND 1,000,000 to VND 5,000,000 shall be imposed for any of the following acts:

a. Changing the head office address, changing the enterprise name, branch name, representative office name, business sector, registered capital, or changing the management personnel, legal representative, or members of the company without registering with the business registration authority;

b. Registering false information about the changes with the business registration authority;

c. Continuing to operate despite having announced a temporary suspension of operations.

2. Remedial measures applicable to violations stipulated in this Article:

In addition to being subject to administrative penalties as stipulated in points a and b of Clause 1 of this Article, the legal representative of the enterprise must also complete the registration process to obtain a new Business Registration Certificate. For the case stipulated in point c of Clause 1 of this Article, the enterprise must cease its business operations until the end of the temporary suspension period stated in the announcement made by the enterprise.

Article 10. Violations of the provisions on registering changes to the business registration dossier of individual households engaged in business

1. A warning or a fine from VND 100,000 to VND 500,000 shall be imposed for any of the following acts:

a. Changing the place of business, changing the name of the individual household engaged in business, business sector, or changing the representative of the individual household engaged in business without registering with the business registration authority;

b. Registering false information about the changes with the business registration authority;

c. Continuing to operate despite having announced a temporary cessation of business activities.

2. Remedial measures applicable to violations stipulated in this Article:

In addition to being subject to administrative penalties as stipulated in points a and b of Clause 1 of this Article, the individual household engaged in business must also complete the registration process to obtain a new Business Registration Certificate. For the case stipulated in point c of Clause 1 of this Article, the individual household engaged in business must cease its business operations until the end of the temporary cessation period stated in the announcement made by the individual household engaged in business.

Article 11. Violations of the provisions on not registering for business

The acts of conducting business without registering for business, continuing business operations after the Business Registration Certificate has been revoked, shall be subject to administrative penalties according to the laws on administrative penalties in the field of commerce.

Article 12. Violations of the provisions on hanging signs

1. A warning or a fine from VND 1,000,000 to VND 5,000,000 shall be imposed for the act of not hanging signs at the main office of the enterprise and the offices of branches and representative offices.

2. Remedial measures applicable to violations stipulated in this Article:

In addition to being subject to administrative penalties as stipulated in this Article, the legal representative of the enterprise must also hang signs at the main office of the enterprise and the offices of branches and representative offices.

3. The act of hanging signs not in accordance with regulations shall be handled according to the Government Decree on administrative penalties in the field of culture and information.

Article 13. Violations of the provisions on publishing notices

1. A warning or a fine from VND 1,000,000 to VND 5,000,000 shall be imposed for any of the following acts:

a. Not publishing the notice of business registration as prescribed in Clause 1 of Article 21 of the Enterprise Law;

b. Not publishing the notice of change registration;

c. Not publishing the decision to dissolve the enterprise.

2. Remedial measures applicable to violations stipulated in this Article:

In addition to being subject to administrative penalties as stipulated in Clause 1 of this Article, the enterprise must also publish the notice in accordance with the law.

Article 14. Violations concerningfinancial reporting

1. A warning or a fine from1,000,000 VND to 5,000,000 VND shall be imposed on the act of not submittingfinancial reports as prescribed.

2. Remedial measures applicable to violations stipulated in this Article:

In addition to being subject toadministrative penalties as stipulated in Clause 1 of this Article, the lawfulrepresentative of the enterprise before the law must also comply with the legalrequirements for submitting financial reports.

Article 15. Violations concerningthe use of Business Registration Certificates and Operating Activity Certificates

The acts of adding, erasing,altering contents within Business Registration Certificates and OperatingActivity Certificates; renting or lending Business Registration Certificates andOperating Activity Certificates shall be subject to administrative penalties asprescribed by laws on administrative penalties in the field of commerce.

Chapter III

AUTHORITY AND PROCEDURES FORADMINISTRATIVE PENALTIES

REGARDING BUSINESS REGISTRATION

Article 16. Authority to imposeadministrative penalties regarding business registration

1. The Chairman of the People'sCommittee of communes, wards, towns within their respective authority asprovided for in Article 28 of the Administrative Offense Handling Ordinance has theright to apply administrative penalties and measures to remedy consequences asprovided for in Articles 5, 7, and 10 of this Decree to handle administrativeoffenses related to business registration.

1. Loans from local government bonds are recorded as revenue in the provincial budget to fund approved projects. Within 10 working days from the date of receipt of the dossier as mentioned in Sub-clause b, Clause 1, Article 3 above, the Ministry of Foreign Affairs will review and submit to the competent authority for decision (Issues exceeding the Ministry of Foreign Affairs' jurisdiction will be referred to the Prime Minister for consideration and decision).The People's Committee ofdistricts, counties, provincial cities, and centrally-administered cities withintheir respective authority as provided for in Article 29 of the AdministrativeOffense Handling Ordinance has the right to apply administrative penalties andmeasures to remedy consequences as provided for in this Decree to handleadministrative offenses related to business registration.

3. Market Management Agencieswithin their respective authority as provided for in Article 37 of theAdministrative Offense Handling Ordinance have the right to apply administrativepenalties and measures to remedy consequences as provided for in Articles 6, 7,9, and 10 of this Decree to handle administrative offenses related to businessregistration.

Article 17. Procedures forimposing administrative penalties

The procedures for imposingadministrative penalties related to business registration shall be carried outin accordance with the provisions of Articles 53, 54, 55, 56, 57, 58, 62, 64,65, 66, 67, and 68 of the Administrative Offense Handling Ordinance.

 

Chapter IV

APPEAL AND COMPLAINT

Article 18. Complaints, denunciationsand resolution of complaints and denunciations

1. Organizations and individualssubject to administrative penalties related to business registration or theirlawful representatives have the right to appeal against the decision onadministrative penalties issued by the authority that made the decision.

The procedures for appealing andresolving appeals on decisions on administrative penalties related to businessregistration shall be carried out in accordance with the relevant laws onappeals and denunciations.

During the waiting period for theresolution of appeals by competent authorities, organizations and individualssubject to administrative penalties related to business registration must stillimplement the decision on administrative penalties.

In case they disagree with theresolution of appeals, organizations and individuals subject to administrativepenalties related to business registration may file a lawsuit at theadministrative court as prescribed by law.

2. Citizens have the right todenounce to state agencies with authority the administrative violations relatedto business registration committed by organizations and individuals inaccordance with the relevant laws on appeals and denunciations.

3. Citizens have the right todenounce to state agencies with authority the illegal acts of those withauthority to impose administrative penalties related to business registration.

The resolution of citizens'denunciations shall be carried out in accordance with the relevant laws onappeals and denunciations.

||| Article 19. Violation Disposition

1. Those with authority to imposeadministrative penalties related to business registration who harass, tolerate,shield, fail to impose penalties, impose penalties beyond their authority, orimpose penalties untimely or improperly shall be subject to disciplinary actionor criminal responsibility depending on the nature and severity of the violation;if damage is caused, compensation must be provided according to the law.

2. Those subject to administrativelaw enforcement related to business registration who obstruct, resist publicservants, delay, evade compliance with penalty decisions, or commit otherviolations shall be subject to administrative penalties or criminalresponsibility depending on the nature and severity of the violation; if damagewas caused, compensation must be provided according to the law.

Chapter V

IMPLEMENTING PROVISIONS

Article 20. Effective Date

This Decree takes effect 15 daysafter its publication in the Official Gazette.

Previous regulations onadministrative penalties related to business registration that conflict withthis Decree are hereby abolished.

Article 21. Responsibility for Implementation

The Ministers, Heads of ministerialequivalent agencies, Heads of government-affiliated agencies, and Chairmen ofthe People's Committees of provinces and centrally-administered cities areresponsible for implementing this Decree./.