Circular No. 472-PLDS-KT guiding procedures and time limits for issuing licenses to establish private enterprises and companies.

CIRCULAR

Guidelines for procedures and deadlines for issuing Business Licenses

to establish private enterprises and companies

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Implementing Article 3 of Decree 361-HĐBT dated October 1, 1992 of the Council of Ministers (now the Government) on supplementing and amending certain points in the regulations promulgated together with Decree 211-HĐBT and Decree 222-HĐBT dated July 23, 1991;

After consulting relevant agencies;

The Minister of Justice issues this Circular guiding the preparation of application files, procedures, and deadlines for issuing business licenses for the establishment of private enterprises and companies operating in industries licensed by provincial People's Committees and municipal People's Committees directly under the central government.

This Circular does not apply to the issuance of business licenses for the establishment of private enterprises and companies in industries that require the approval of the Prime Minister, which has been guided by Circular 141-PLDSKT dated March 3, 1992 of the Minister of Justice.

I. APPLICATION FILE FOR BUSINESS LICENSE TO ESTABLISH PRIVATE ENTERPRISES AND COMPANIES

1. Individuals wishing to establish a private enterprise must prepare an application file for establishing a business. The file includes:

1.1. An application form for establishing a private enterprise according to Model 01-GPTLDN issued by the Ministry of Justice.

The applicant must truthfully, fully, clearly, and accurately fill out the application form according to the model;

1.2. A curriculum vitae, including confirmation from the police station regarding the permanent address and absence of criminal responsibility or, if convicted, having been pardoned;

1.3. A certificate from the Notary Public, or if the province or municipality does not have a Notary Public Office, then a certificate from the People's Committee of the district, town, or city under the province regarding the value of tangible assets;

1.4. A certificate from the bank confirming the deposit of precious metals, gems, gold, and money;

1.5. A certificate from a hospital confirming normal mental health;

1.6. For individuals engaged in industries that according to the law must have a professional qualification certificate or a specialized degree, they must provide a certified copy of the professional qualification certificate or specialized degree by the Notary Public;

1.7. A certificate of ownership or lawful right to use the location of the business headquarters.

2. Founders must prepare an application file for establishing a company. The file includes:

2.1. An application form for establishing a company according to Model 02-GPTLDN issued by the Ministry of Justice.

The founders must truthfully, fully, clearly, and accurately fill out the application form according to the model;

2.2. Founders who are individuals must provide a curriculum vitae, including confirmation from the police station of their place of residence and the fact that they are not subject to criminal responsibility or if convicted, the sentence has been expunged;

Corporate founders must provide a copy of the founding decision and a copy of the business registration certificate with a notarized seal from the State Notary Office;

For founders who are state-owned enterprises or economic organizations of social organizations, they must also provide a decision from the superior management authority allowing them to participate in establishing the company, the amount of capital contribution, and the representative of the organization when participating in establishing the company;

For cooperative founders, they must also provide a resolution from the General Assembly of Members or the Delegates' Assembly regarding participation and the amount of capital contribution to establish the company;

2.3. For individuals planning to manage or operate companies in industries that according to the law must have a professional qualification certificate or a specialized degree, they must provide a certified copy of the professional qualification certificate or specialized degree by the Notary Public;

2.4. Draft Company Charter;

2.5. A certificate from the Notary Public, or if the province or municipality does not have a Notary Public Office, then a certificate from the People's Committee of the district, town, or city under the province regarding the value of tangible assets;

2.6 Certificate from the bank confirming the deposit of precious metals, gems, and money of the founders for capital contribution to establish the company;

2.7. A certificate of ownership or lawful right to use the location of the business headquarters;

2.8. Initial business plan.

II. OBLIGATIONS OF THE APPLICANT FOR ESTABLISHING A BUSINESS AND RESPONSIBILITIES OF GOVERNMENT AUTHORITIES WITH AUTHORITY TO ISSUE BUSINESS ESTABLISHMENT LICENSES

1. Applicants for permission to establish a business must complete the application file for establishing a business in accordance with Section 1 of this Circular; submit three copies of the file to the Department managing the economic and technical industry in which the business intends to operate. In cases where the business operates in different industries, the file should be submitted to the Department managing the economic and technical industry with the largest investment capital. In cases where the industries have equal investment capital, the applicant for establishing a business may choose a Department managing an economic and technical industry to submit the file.

The Notary Public or the People's Committee of the district, town, or city under the province without a Notary Public Office shall be responsible for certifying tangible assets of applicants for establishing private enterprises or founders establishing companies.

The Notary Public or the People's Committee of the district, town, or city under the province shall only certify the assets of the owner of a private enterprise put into operation and the assets of founders contributed to establish a company, and not certify all assets belonging to the owner of a private enterprise and the founders.

3. Banks confirm the amount of precious metals, gems, gold, and money deposited at the bank for establishing the business by the applicant.

2. The Department managing the economic and technical industry is responsible for receiving the application file of the applicant for establishing a business; issue a receipt confirming the receipt of the application file for establishing a business and set a date to notify the result. Within twenty days for establishing a private enterprise and forty days for establishing a company, from the date of receiving the complete file, the Department managing the economic and technical industry will process the report to the provincial People's Committee or municipal People's Committee directly under the central government on granting or refusing to grant a business license for establishing a business.

The period shall be calculated from the date of receipt of the dossier if it is directly delivered to the Department of Economic Technology Management; or from the postmark date if the dossier is sent through the postal service.

If the applicant for establishing a business in industries under the management of multiple agencies, the Department managing the economic and technical industry that received the file must seek opinions from those agencies. Within ten days for establishing a private enterprise and twenty days for establishing a company, from the date the agencies receive the request, they must provide written responses to the Department managing the economic and technical industry that sought the opinion. If the agencies do not provide an opinion, the Department managing the economic and technical industry will process the report to the provincial People's Committee or municipal People's Committee directly under the central government on granting or refusing to grant a business license for establishing a business. In cases where the Department managing the economic and technical industry convenes a meeting to obtain opinions from these agencies, a record of the meeting must be made. Based on the results of the meeting, the Department managing the economic and technical industry will process the report to the provincial People's Committee or municipal People's Committee directly under the central government on granting or refusing to grant a business license for establishing a business.

5. Upon the proposal of the Department managing the economic and technical industry, the provincial People's Committee or municipal People's Committee directly under the central government will consider and decide to issue a business license for establishing a private enterprise according to Model GPTLDN-01, a business license for establishing a limited liability company according to Model GPTLDN-02, or a business license for establishing a joint-stock company according to Model GPTLDN-03 issued by the Ministry of Justice.

In case of refusal to issue a business establishment permit, the People's Committee of the province or centrally-run city must notify in writing the reasons to the applicant.

Issuing a business license or refusing to issue a business license for establishing a private enterprise must be completed within thirty days, and issuing a business license or refusing to issue a business license for establishing a company must be completed within sixty days, from the date the Department managing the economic and technical industry receives the file.

The period shall be calculated from the date of receipt of the dossier if it is directly delivered to the Department of Economic Technology Management; or from the postmark date if the dossier is sent through the postal service.

III- PROCEDURES AND PERIOD FOR THE CHAIRMAN OF THE PEOPLE'S COMMITTEE OF THE PROVINCE OR CENTRALLY-RUN CITY TO ISSUE BUSINESS ESTABLISHMENT LICENSES PURSUANT TO THE DELEGATION OF THE PRIME MINISTER

1. The procedures for issuing business establishment licenses as stipulated in Sections I and II also apply to cases where the Prime Minister delegates authority to the Chairperson of the People's Committee of provinces and centrally governed cities to examine and decide on granting or refusing business establishment licenses.

According to Article 1, Clause 1, Point 3b of Decree No. 361-HĐBT dated October 1, 1992 of the Council of Ministers (now the Government), the Prime Minister delegates authority to the Chairperson of the People's Committee of provinces and centrally governed cities to examine and decide on granting or not granting private enterprise establishment licenses in the following fields and trades:

- Certain fields under the mining industry as specified in Clause 3 of Article 14 of Decree 95-HĐBT dated March 25, 1992 of the Council of Ministers on the implementation of the Ordinance on Mineral Resources.

- Production of chemical fertilizers and production of various types of fireworks;

- Production and supply of electricity not belonging to the national power grid;

- Services for broadcasting radio and television within the local area.

According to Article 2, Clause 2, Point 2c of Decree No. 361-HĐBT dated October 1, 1992, the Prime Minister delegates authority to the Chairperson of the People's Committee of provinces and centrally governed cities to examine and decide on granting or not granting company establishment licenses in the following fields and trades:

- Production of medicines, pesticides, ant termiticides, and production of various types of fireworks;

- Production and supply of electricity not belonging to the national power grid;

- Services for broadcasting radio and television within the local area.

2. When examining applications for business establishment licenses in cases where delegation of authority has been granted, the Chairperson of the People's Committee of provinces and centrally governed cities must seek the opinions of Ministries, ministerial-level agencies, and government agencies managing relevant industries and sectors.

Upon receiving the application dossier for business establishment, the People's Committee of provinces and centrally governed cities shall immediately send one set of the dossier to the Ministries, ministerial-level agencies, and government agencies managing relevant industries and sectors. Within ten days for private enterprises and twenty days for companies, from the date of receipt of the dossier, these agencies must provide their written opinions to the Chairperson of the People's Committee of provinces and centrally governed cities. If no reply is received within this period, the Chairperson of the People's Committee of provinces and centrally governed cities shall decide on granting or refusing the business establishment license and inform these agencies accordingly.

3. After issuing a business establishment license pursuant to the Prime Minister's delegation, the Chairperson of the People's Committee of provinces and centrally governed cities is responsible for promptly reporting to the Prime Minister and to the Ministries, ministerial-level agencies, and government agencies managing relevant industries and sectors.

IV. PROCEDURES AND PERIOD FOR ISSUING BRANCH AND REPRESENTATIVE OFFICE LICENSES

1. When wishing to establish a branch or representative office outside the province or centrally governed city where the enterprise is headquartered, the enterprise must submit the application dossier for establishing a branch or representative office to the Department of Economic and Technical Management under the People's Committee of the province or centrally governed city where the branch or representative office is to be established. The dossier includes:

1.1. An application form for setting up a branch or representative office according to Model 03-CN/VP issued by the Ministry of Justice.

The applicant must fill out the form truthfully, completely, clearly, and in accordance with the prescribed format.

1.2. A copy of the business establishment license, a copy of the business registration certificate that has been notarized by a state notary, or if there is no state notary office in the province or centrally governed city, it must have been certified by the People's Committee of the district, town, urban district, or city directly under the province.

1.3. Documents certifying ownership rights or lawful usage rights for the location where the branch or representative office is to be established.

2. Within fifteen days from the date of receipt of the dossier, the Department of Economic and Technical Management must report its opinion to the Chairperson of the People's Committee of the province or centrally governed city regarding permission or refusal to establish a branch or representative office.

3. Within five days from the date the Department of Economic and Technical Management reports, the Chairperson of the People's Committee of the province or centrally governed city shall issue a decision to grant a license to open a branch or representative office according to Model GP-CN/VP-04 issued by the Ministry of Justice; in case of refusal, a written notification with reasons must be provided to the applicant.

V- PROCEDURES FOR CHANGING THE LICENSE

1. Enterprises that have been granted licenses prior to the issuance of this Circular must change their licenses according to the Model License issued by the Ministry of Justice.

The final deadline for enterprises to submit applications to change their establishment licenses is September 30, 1993.

2. Enterprises that lose or damage their licenses must apply for replacement licenses.

3. When changing or applying for a new business license, an application form according to Model 04-GPTLDN issued by the Ministry of Justice must be submitted to the Department of Economic and Technical Management which previously received the application dossier for business establishment. Within seven days from the date of receipt of the application, the Department of Economic and Technical Management must report to the Chairperson of the People's Committee of the province or centrally governed city for examination and resolution./.