Decree No. 78/2015/ND-CP on Business Registration

DECREE

On Business Registration 

Pursuant to the Law on Government Organization dated December 25, 2000,1;

Pursuant to the Enterprise Law on June 26, 11 Pursuant to Decree No. 32/2019/NĐ-CP dated April 10, 2019 of the Government on assigning tasks, procurement or tendering for the supply of products and services using state budget from regular operating expenses;14;

Pursuant to the Investment Law on November 26, 2014;

Pursuant to the Management Lawintention collectedpolicies 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-CPof taxes amended and supplemented on November 20, 2012;

Pursuant to the Law on Information Technology dated June 29, 2006June 2024;of credit organizations on 1June 6, 2010;

At the proposal of the Minister of Planning and Investment,

The Government issues this Decree on business registrationintention prepaid for beneficiaries 

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Decree stipulates detailed provisions on the dossier, procedures, and formalities for business registration; household business registration; provisions on the business registration authority and state management over business registration.

Article 2. Applicability

This Decree applies to the following subjects:

1. Domestic organizations and individuals; foreign organizations and individuals shall carry out business registration in accordance with Vietnamese laws;

2. Individuals, groups of individuals, households shall carry out household business registration in accordance with this Decree;

3. Business registration authority;

4. Tax authority;

5. Other organizations and individuals related to business registration.

Article 3. Explanation of Terms

In this Decree, the following terms are understood as follows:

1. Business registration is the act of the enterprise founder registering information about the intended establishment of the enterprise, or the enterprise registering changes or intended changes in business registration information with the business registration authority and such information being stored in the National Business Registration Database. Business registration includes establishing an enterprise registration, changing business registration content, and other registration and notification obligations as prescribed by this Decree.

2. The national business registration information system is a specialized business registration information system established and operated by the Ministry of Planning and Investment in collaboration with relevant agencies to send, receive, store, display, or perform other operations on data to serve business registration work.

3. The national business registration information portal is an electronic portal for organizations and individuals to conduct business registration online; access business registration information; publish business registration content and serve the issuance of the Enterprise Registration Certificate by the business registration authority.

4. The national business registration database is a collection of business registration data nationwide. Information in the business registration dossier and the legal status of enterprises stored in the National Business Registration Database has legal value as original enterprise information.

5. Online business registration is the act of the enterprise founder or the enterprise conducting business registration through the National Business Registration Information Portal.

6. An online business registration dossier is a business registration dossier submitted through the National Business Registration Information Portal, including documents as specified in the paper dossier and converted into electronic text format. An online business registration dossier has legal value equivalent to a paper business registration dossier.

7. Electronic document is digital data created online or scanned from paper documents in ".doc" or ".pdf" format and accurately and completely reflecting the content of paper documents.

8. Public digital signature is a type of digital signature as prescribed by laws on digital signatures and digital signature certification services.

9. Business registration account is an account created by the National Business Registration Information System, issued to organizations and individuals to conduct online business registration. A business registration account is used to authenticate online business registration dossiers when the enterprise founder or enterprise does not use a public digital signature.

10. Legally certified copies of documents in the business registration dossier are copies issued from the original book or certified copies made from the original by authorized agencies or organizations, or copies that have been compared with the original.

11. Digitizing the dossier is the process of scanning existing paper data to convert paper text data into electronic text format.

12. Data standardization is the process of reviewing, checking, comparing, supplementing, and correcting business registration information and enterprise operational status in the National Business Registration Database.

Article 4. Principles for Applying Procedures for Business Registration

1. The person establishing a business or the business itself shall declare the business registration dossier and bear legal responsibility for the legality, truthfulness, and accuracy of the information declared in the business registration dossier. In cases where a company has multiple legal representatives, the signatures of these legal representatives in the business registration dossier have equal legal value.

2. The business registration agency is responsible for the validity of the business registration dossier and does not bear responsibility for any violations of the law by the business or the person establishing the business.

3. The business registration agency does not resolve disputes between members or shareholders of a company with each other or with organizations or individuals, or between businesses and organizations or individuals.

Article 5. Right to Establish a Business and Obligation to Register a Business of the Person Establishing a Business

1. Establishing a business in accordance with the provisions of the law is the right of individuals and organizations and is protected by the State.

2. The person establishing a business or the business has the obligation to carry out business registration in accordance with this Decree and related legal normative documents.

3. Strictly prohibited are acts by the business registration agency and other agencies causing inconvenience to organizations and individuals during the acceptance of dossiers and resolution of business registration matters.

4. Ministries, ministerial-level agencies, People's Councils, and People's Committees at all levels may not issue regulations on business registration applicable only to specific industries or localities. Regulations on business registration issued by ministries, ministerial-level agencies, People's Councils, and People's Committees at all levels that contravene the provisions of this Clause shall cease to be effective from the date this Decree takes effect.

Article 6. Application for Business Registration Form and Business Registration Certificate

1. The model Application for Business Registration Form and the model Business Registration Certificate are promulgated by the Ministry of Planning and Investment and uniformly applied throughout the country.

2. The Business Registration Certificate is issued to businesses established and operating in accordance with the Law on Enterprises. The contents of the Business Registration Certificate are stipulated in Article 29 of the Law on Enterprises and are recorded based on the information in the business registration dossier. The Business Registration Certificate simultaneously serves as the Tax Registration Certificate of the business. The Business Registration Certificate is not a business license.

3. In cases where the Business Registration Certificate, Branch Operation Registration Certificate, Representative Office Registration Certificate, or Business Location Registration Certificate is stored in the National Enterprise Registration Database in electronic form and at the same time point contains different content compared to the paper versions of the Business Registration Certificate, Branch Operation Registration Certificate, Representative Office Registration Certificate, or Business Location Registration Certificate, the legal value of the certificate is the one whose content matches the information in the business registration dossier of the enterprise.

Article 7. Recording Industries and Businesses

1. When registering to establish a business, when reporting additional or changed industries and businesses, or when requesting to exchange for a Business Registration Certificate, the person establishing the business or the business selects a fourth-level economic industry in the Vietnamese Economic Industry System to record the industry and business in the Business Registration Application, Change Notification of Business Registration Content, or the application for exchanging for a Business Registration Certificate. The business registration agency guides, cross-checks, and records the industry and business of the enterprise in the National Enterprise Registration Database.

2. The specific content of the fourth-level economic industry prescribed in Clause 1 of this Article shall be implemented according to the Decision of the Minister of Planning and Investment on issuing the Provisions on the Content of the Vietnamese Economic Industry System.

3. For industries and businesses that require conditions for investment and operation as stipulated in other legal normative documents, the industry and business shall be recorded according to the industries and businesses specified in those legal normative documents.

4. For industries and businesses not included in the Vietnamese Economic Industry System but specified in other legal normative documents, the industry and business shall be recorded according to the industries and businesses specified in those legal normative documents.

5. For industries and businesses not included in the Vietnamese Economic Industry System and not yet specified in other legal normative documents, the business registration agency shall consider recording such industries and businesses in the National Enterprise Registration Database if they are not prohibited industries and businesses, while simultaneously notifying the Ministry of Planning and Investment (General Statistics Office) to supplement new industries and businesses.

6. In cases where a business wishes to register more detailed industries and businesses than the fourth-level economic industry, the business selects a fourth-level economic industry in the Vietnamese Economic Industry System, then records the detailed industries and businesses of the business immediately under the fourth-level industry, ensuring that the detailed industries and businesses of the business are consistent with the selected fourth-level industry. In this case, the industries and businesses of the business are the detailed industries and businesses that the business has recorded.

7. The recording of industries and businesses prescribed in Clause 3 and Clause 4 of this Article shall be carried out according to the provisions of Clause 6 of this Article; in which, the detailed industries and businesses are recorded according to the industries and businesses specified in the specialized legal normative documents.

8. A business has the right to operate industries and businesses requiring conditions from the time it meets the required conditions as stipulated by law and must ensure compliance with these conditions throughout its operations. State management of industries and businesses requiring conditions and inspection of compliance with business conditions by enterprises fall within the jurisdiction of specialized agencies as stipulated by specialized laws.

9. In cases where the business registration agency receives a document from the competent authority stating that a business operates industries and businesses requiring conditions but does not meet the required conditions as stipulated by law, the business registration agency issues a Notice requiring the business to temporarily cease operating industries and businesses requiring conditions. If the business does not temporarily cease operating industries and businesses requiring conditions as requested, the business registration agency requires the business to report according to Point c, Clause 1, Article 209 of the Enterprise Law. If the business does not report and explain, the business registration agency will revoke the Business Registration Certificate according to Point d, Clause 1, Article 211 of the Enterprise Law.

Article 8. Business registration number, dependent unit code of a business, business location code

1. Each business shall be assigned a unique code called the business registration number. This code is also the tax identification number of the business.

2. The business registration number remains valid throughout the operation period of the business and shall not be reassigned to other organizations or individuals. When the business ceases operations, the business registration number becomes invalid.

3. The business registration number is created, sent, and received automatically by the National Enterprise Registration Information System and the Tax Registration Information System, and is recorded on the Business Registration Certificate.

4. State management agencies uniformly use the business registration number for managing and exchanging information about businesses.

5. The dependent unit code of a business is assigned to its branches and representative offices.

6. The business location code consists of five digits ranging from 00001 to 99999. This code is not the tax identification number of the business location.

7. In cases where a business, branch, or representative office has their tax identification number terminated due to violations of tax laws, they may not use the tax identification number in economic transactions from the date the tax authority publicly announces the termination of the tax identification number's validity.

8. For branches and representative offices established before this Decree takes effect but have not yet been assigned a dependent unit code, the business shall directly contact the tax authority to obtain a thirteen-digit tax identification number, then proceed with the procedures to change the registered business content at the Business Registration Department according to regulations.

9. For businesses established and operating under Investment Licenses or Investment Certificates (which are also Business Registration Certificates), the business registration number is the tax identification number already issued by the tax authority.

Article 9. Number of business registration files

1. The person establishing the business or the business shall submit one set of documents when performing the business registration procedures.

2. The business registration agency shall not require the person establishing the business or the business to submit additional documents or papers beyond those specified in the business registration file.

Article 10. Personal identification documents in the business registration file

1. For Vietnamese citizens: Valid Citizen Identity Card or People's Police Identification Card or valid Vietnamese Passport.

2. For foreign nationals: Valid foreign passport or valid substitute documents for foreign passports.

Article 11. Authorization to perform business registration procedures

In cases where the person establishing the business or the business authorizes another organization or individual to perform procedures related to business registration, when carrying out the procedures, the authorized person must submit a valid copy of one of the personal identification documents stipulated in Article 10 of this Decree, along with:

1. A valid copy of the service provision contract between the person establishing the business or the business and the organization providing services related to business registration, together with an introduction letter from that organization to the individual directly performing the business registration-related procedures; or

2. An authorization document in accordance with the law for an individual to perform procedures related to business registration.

Article 12. Issuing Business Registration under Contingency Procedures

1. Issuing Business Registration under contingency procedures means issuing business registration without using the National Business Registration Information System.

2. The coordination to process business registration under contingency procedures between the business registration authority and the tax authority shall be carried out through the circulation of paper files.

3. Based on the estimated time to resolve system failures or upgrade the National Business Registration Information System, except for force majeure cases, the Ministry of Planning and Investment shall notify in advance the estimated time for the business registration authority to implement business registration under contingency procedures.

4. Within fifteen working days from the end date of issuing business registration under contingency procedures, the business registration authority must update new data and information provided to businesses into the National Business Registration Database.

Chapter II

TASKS AND POWERS OF THE BUSINESS REGISTRATION AUTHORITY AND STATE MANAGEMENT OF BUSINESS REGISTRATION

Article 13. Business Registration Authority

1. The business registration authority is organized at the provincial level and at the district level, including:

a) At the provincial level: The Business Registration Department under the Provincial Department of Planning and Investment (hereinafter referred to as the Business Registration Department).

The Business Registration Department may organize points for receiving applications and delivering results within the Business Registration Department at different locations within the province.

Hanoi City and Ho Chi Minh City may establish one or two additional Business Registration Departments and they will be numbered in sequence. The establishment of additional Business Registration Departments is decided by the People's Committee of the city after coordinating with the Ministry of Planning and Investment.

b) At the district level: The Finance and Planning Department under the District People's Committee performs the task of registering individual households as prescribed in Article 15 of this Decree (hereinafter referred to as the district-level business registration authority).

2. The business registration authority has its own account and seal.

Article 14. Tasks and Powers of the Business Registration Department

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

2. Coordinate in building, managing, and operating the National Business Registration Information System; carry out standardization and updating of local business registration data into the National Business Registration Database.

3. Provide business registration information stored in the National Business Registration Database within the managed area to the Provincial People's Committee, local Tax Bureau, relevant agencies, and organizations and individuals requesting such information according to the law.

4. Require businesses to report compliance with the provisions of the Enterprise Law as stipulated in Point c Clause 1 Article 209 of the Enterprise Law.

5. Directly inspect or request competent state authorities to inspect businesses based on the content in the business registration application; guide the district-level business registration authority on household business registration applications, procedures, and formalities; guide enterprises and enterprise founders on business registration applications, procedures, and formalities.

6. Require businesses to suspend operations in conditional business sectors as prescribed in Clause 9 Article 7 of this Decree.

7. Revoke the Business Registration Certificate for enterprises in the cases prescribed in Clause 1 Article 62 of this Decree.

8. Register other types of entities as prescribed by law.

Article 15. Tasks and Authorities of the Business Registration Authority at the District Level

1. Directly receive business registration files for individual households; examine the validity of the files and issue or refuse to issue the Certificate of Individual Household Business Registration.

2. Coordinate in building, managing, and operating the information system on individual household businesses operating within its jurisdiction; periodically report to the People's Committee at the district level, the Business Registration Department, and the tax authority at the district level on the situation of individual household business registrations within its jurisdiction.

3. Directly inspect or request the competent state agency to inspect individual household businesses based on the content in the business registration files; guide individual household businesses and their founders on the procedures and formalities for business registration.

4. Require individual household businesses to report on their business operations when necessary.

5. Require individual household businesses to suspend operations in certain industries or professions with conditions when it is found that they do not meet the required business conditions.

6. Revoke the Certificate of Individual Household Business Registration in cases specified in Clause 1, Article 78 of this Decree.

7. Register other types of enterprises as prescribed by law.

Article 16. State Management of Enterprise Registration

1. The Ministry of Planning and Investment:

a) Submit to the competent authority for issuance, or issue within its competence, legal normative documents on enterprise registration, individual household business registration, professional guidance documents, forms, reporting systems serving enterprise registration, individual household business registration, and online enterprise registration;

b) Guide, train, and provide professional training on enterprise registration for staff involved in enterprise registration work and organizations or individuals who request such services; urge, direct, monitor, and inspect the implementation of enterprise registration;

c) Publish the content of enterprise registration; provide information on the content of enterprise registration, legal status, and financial reports of enterprises stored in the National Enterprise Registration Database to relevant government agencies and organizations or individuals who request such information;

d) Guide the Business Registration Department in standardizing and updating local enterprise registration data into the National Enterprise Registration Database;

đ) Organize the construction, management, and development of the National Enterprise Registration Information System; guide the establishment of funds to support the operation of the National Enterprise Registration Information System at the local level;

e) Lead and coordinate with the Ministry of Finance in connecting the National Enterprise Registration Information System with the Tax Registration Information System;

g) Issue publications to disseminate information on enterprise registration, branch establishment, and representative office establishment of enterprises nationwide;

h) International cooperation in the field of enterprise registration.

2. Ministry of Finance:

a) Coordinate with the Ministry of Planning and Investment in connecting the National Enterprise Registration Information System with the Tax Registration Information System to provide enterprise codes, dependent unit codes, and business location codes for enterprise registration and exchange information about enterprises;

b) Lead and coordinate with the Ministry of Planning and Investment to guide the collection, payment, management, and use of fees and charges for enterprise registration, individual household business registration, branch and representative office activities, business location registration, information provision fees, and publication of enterprise registration content;

3. The Ministry of Public Security leads and coordinates with relevant ministries and sectors to guide the determination of false declarations in enterprise registration files.

4. Ministries, ministerial-level agencies, and government-affiliated agencies within their functions and tasks are responsible for guiding the implementation of laws on business conditions; inspecting, auditing, and handling violations of compliance with business conditions under their administrative management; reviewing and publishing on their electronic websites lists of investment and business industries with conditions, business conditions within their administrative management, and sending them to the Ministry of Planning and Investment for posting on the National Enterprise Registration Portal.

5. Provincial People's Committees and municipal people's committees directly under the central government allocate sufficient human resources, funding, and other resources to the business registration authority to ensure the performance of tasks and authorities stipulated in this Decree.

Chapter III

ENTERPRISE NAME REGISTRATION

Article 17. Similar Names and Confusing Names

1. The person establishing a business or the business shall not use a name that is identical or confusingly similar to the name of another registered business in the National Enterprise Registration Database throughout the country, except for businesses that have been dissolved or declared bankrupt by a court decision.

2. The following cases shall be considered as confusingly similar to the names of registered businesses:

a) Cases as prescribed in Clause 2, Article 42 of the Enterprise Law;

b) The specific name of a business is identical to the specific name of a registered business.

3. A business name written in a foreign language shall not be identical to the name written in a foreign language of a registered business. The abbreviated name of a business shall not be identical to the abbreviated name of a registered business. The prevention of identical names under this Clause applies nationwide, except for businesses that have been dissolved or declared bankrupt by a court decision.

4. Businesses operating under Investment Licenses or Investment Certificates (which are also Business Registration Certificates) with identical or confusingly similar names to those of registered businesses in the National Enterprise Registration Database are not required to change their names.

5. Encouragement and facilitation are provided for businesses with identical or confusingly similar names to negotiate among themselves to change their business names or add place names as distinguishing factors.

Article 18. Other Issues Related to Naming Businesses

1. A business name consists of two components:

a) The type of enterprise;

b) The specific name of the business.

2. Before registering a business name, the business should refer to the names of registered businesses in the National Enterprise Registration Database.

3. The Business Registration Department has the authority to approve or reject a proposed business name according to the law, and its decision is final.

4. Businesses operating under Investment Licenses or Investment Certificates (which are also Business Registration Certificates) may continue using their registered business names without being required to change them.

Article 19. Handling Cases Where a Business Name Infringes on Industrial Property Rights

1. It is not allowed to use a trademark, trade name, or geographical indication of an organization or individual that has been protected to form the specific name of a business, except with the consent of the owner of the trademark, trade name, or geographical indication. Prior to registering a business name, the person establishing the business or the business may refer to registered trademarks and geographical indications stored in the Trademark and Geographical Indication Database of the competent state agency for intellectual property management.

2. The basis for determining whether a business name infringes on industrial property rights is carried out according to the provisions of the Intellectual Property Law.

A business must bear responsibility under the law if it uses a business name that infringes on industrial property rights. If a business name infringes on industrial property rights, the business with the infringing name must register to change its name.

3. The holder of industrial property rights has the right to request the Business Registration Department to require a business with an infringing name to change its name appropriately. The holder of industrial property rights has the obligation to provide the Business Registration Department with necessary documents as stipulated in Clause 4 of this Article.

4. The Business Registration Department issues a Notification requiring a business that infringes to change its name upon receiving a notification from the holder of industrial property rights regarding the infringement of industrial property rights. Accompanying the notification from the holder of industrial property rights must be:

a) A certified copy of the conclusion document of the competent authority regarding the use of a business name as an infringement of industrial property rights;

b) A certified copy of the Certificate of Registration of Trademark, Certificate of Registration of Geographical Indication; extracts from the National Register of Protected Trademarks and Geographical Indications issued by the competent state agency for intellectual property management; a certified copy of the Certificate of International Registered Trademark protected in Vietnam issued by the competent state agency for intellectual property management.

5. Within ten working days from the date of receipt of all documents as stipulated in Clause 4 of this Article, the Business Registration Department issues a Notification requiring a business with an infringing name to change its name and proceeds with the name change procedure within two months from the date of issuance of the Notification. After this period, if the business does not change its name as required, the Business Registration Department will notify the competent state authority to handle the matter according to the provisions of the Intellectual Property Law.

6. In cases where the competent authority handling the violation issues a decision to impose administrative penalties, including measures to rectify the consequences such as ordering a change of name or removal of the infringing element in the business name but the violator fails to comply within the time limit prescribed by law, the competent authority handling the violation will notify the Business Registration Department to require the business to report and explain according to Point c, Clause 1, Article 209 of the Enterprise Law. If the business does not report, the Business Registration Department will revoke the Certificate of Business Registration according to Point d, Clause 1, Article 211 of the Enterprise Law.

7. The Ministry of Planning and Investment and the Ministry of Science and Technology shall provide detailed guidance on this Article.

Article 20. Name of Branch, Representative Office, Business Location

1. The name of branch, representative office, business location shall be implemented in accordance with Article 41 of the Enterprise Law.

2. In addition to the name in Vietnamese, the branch, representative office, and business location of an enterprise may register a foreign language name and an abbreviated name.

3. The specific name in the name of the branch, representative office, and business location of an enterprise shall not use the terms "company" or "enterprise".

4. For state-owned enterprises that are converted into dependent accounting units due to organizational restructuring requirements, they are permitted to retain their original state-owned enterprise name before the restructuring.

Chapter IV

DOCUMENTS, PROCEDURES, AND REGULATIONS FOR ENTERPRISE REGISTRATION

REGISTRATION OF BRANCH ACTIVITIES, REPRESENTATIVE OFFICES,

BUSINESS LOCATIONS

Article 21. Documents for registering an enterprise for a sole proprietorship

1. Application for enterprise registration.

2. A valid copy of one of the personal identification documents of the sole proprietor as stipulated in Article 10 of this Decree.

Article 22. Documents for registering an enterprise for a limited liability company with two or more members, a joint-stock company, and a partnership

1. Application for enterprise registration.

2. Company charter.

3. List of members of a limited liability company with two or more members and a partnership, list of founding shareholders and foreign investors' shareholders for a joint-stock company. List of authorized representatives for foreign shareholders who are organizations.

4. Valid copies of the following documents:

a) One of the personal identification documents stipulated in Article 10 of this Decree for the case where the enterprise founder is an individual;

b) Decision on establishment or Enterprise Registration Certificate or equivalent document, one of the personal identification documents stipulated in Article 10 of this Decree of the authorized representative and corresponding power of attorney for the case where the enterprise founder is an organization;

c) Investment Registration Certificate for the case where the enterprise is established or participates in establishment by a foreign investor or an economic organization with foreign investment capital according to the Investment Law and guiding documents.

Article 23. Documents for registering an enterprise for a single-member limited liability company

1. Application for enterprise registration.

2. Company charter.

3. Valid copy of one of the personal identification documents stipulated in Article 10 of this Decree of the authorized representative for a single-member limited liability company managed as prescribed in Point a Clause 1 Article 78 of the Enterprise Law.

List of authorized representatives and valid copies of one of the personal identification documents stipulated in Article 10 of this Decree of each authorized representative for a single-member limited liability company managed as prescribed in Point b Clause 1 Article 78 of the Enterprise Law.

4. Valid copies of the following documents:

a) One of the personal identification documents stipulated in Article 10 of this Decree of the company owner for the case where the company owner is an individual;

b) Decision on establishment or Enterprise Registration Certificate or equivalent document, Company Charter or equivalent document of the company owner for the case where the company owner is an organization (except in the case where the company owner is the State);

c) Investment Registration Certificate for the case where the enterprise is established by a foreign investor or an economic organization with foreign investment capital according to the Investment Law and guiding documents.

5. Power of attorney from the company owner to the authorized person for the case where the company owner is an organization.

Article 24. Documents for business registration for companies established based on division, separation, merger, and companies receiving mergers

1. In the case of dividing a limited liability company or a joint-stock company, in addition to the documents stipulated in Articles 22 and 23 of this Decree, the business registration documents of newly established companies must include the Resolution on Company Division as prescribed in Article 192 of the Enterprise Law, a valid copy of the minutes of the meeting of the Board of Members for a limited liability company with two or more members, or the General Meeting of Shareholders for a joint-stock company regarding the division of the company, and a valid copy of the Enterprise Registration Certificate or equivalent documents of the divided company.

2. In the case of separating a limited liability company or a joint-stock company, in addition to the documents stipulated in Articles 22 and 23 of this Decree, the business registration documents of the separated company must include the Resolution on Company Separation as prescribed in Article 193 of the Enterprise Law, a valid copy of the minutes of the meeting of the Board of Members for a limited liability company with two or more members, or the General Meeting of Shareholders for a joint-stock company regarding the separation of the company, and a valid copy of the Enterprise Registration Certificate or equivalent documents of the separated company.

3. In the case of merging several companies into a new company, in addition to the documents stipulated in Articles 22 and 23 of this Decree, the business registration documents of the merged company must also include the documents prescribed in Article 194 of the Enterprise Law and a valid copy of the Enterprise Registration Certificate or equivalent documents of the merged companies.

4. In the case of merging one or several companies into another company, in addition to the documents stipulated in Chapter VI of this Decree, the business registration documents of the company receiving the merger must also include the documents prescribed in Article 195 of the Enterprise Law and a valid copy of the Enterprise Registration Certificate or equivalent documents of the company receiving the merger and the companies being merged.

Article 25. Documents for business registration for cases of enterprise conversion

1. In the case of converting a single-member limited liability company into a limited liability company with two or more members, the conversion registration documents shall include:

a) Application for business registration;

b) The Company Charter of the converted company as prescribed in Article 25 of the Enterprise Law;

c) A list of members and a valid copy of one of the personal identification documents prescribed in Article 10 of this Decree for individual members of the company in the case of individual members, and a valid copy of the Enterprise Registration Certificate or equivalent documents for organizational members of the company in the case of organizational members;

d) Transfer contract or documents proving the completion of the transfer or donation contract in the case where the company owner transfers or donates part of the charter capital to another individual or organization; Decision of the company owner on additional capital contribution in the case where the company raises additional capital from another individual or organization.

2. In the case of converting a limited liability company with two or more members into a single-member limited liability company, the conversion registration documents shall include:

a) Application for business registration;

b) The Company Charter of the converted company as prescribed in Article 25 of the Enterprise Law;

c) A valid copy of one of the personal identification documents prescribed in Article 10 of this Decree for the company owner in the case of an individual owner, or a valid copy of the decision to establish or the Enterprise Registration Certificate or equivalent documents for the company owner in the case of an organizational owner;

d) A valid copy of one of the personal identification documents prescribed in Article 10 of this Decree for the authorized representative of a single-member limited liability company managed by an organization as prescribed in Point a Clause 1 Article 78 of the Enterprise Law.

List of authorized representatives and valid copies of one of the personal identification documents stipulated in Article 10 of this Decree of each authorized representative for a single-member limited liability company managed as prescribed in Point b Clause 1 Article 78 of the Enterprise Law.

Power of attorney from the company owner to the authorized representative in the case of an organizational owner;

đ) Transfer contract for shares in the company or documents proving the completion of the transfer;

e) Decision and a valid copy of the minutes of the meeting of the Board of Members of a limited liability company with two or more members regarding the conversion of the company type.

3. In the case of converting a private enterprise into a limited liability company, the conversion registration documents shall include:

a) Application for business registration;

b) The Company Charter of the converted company as prescribed in Article 25 of the Enterprise Law;

c) List of creditors and outstanding debts, including taxes, payment deadlines; list of current employees; list of unfulfilled contracts;

d) List of members as prescribed in Article 26 of the Enterprise Law in the case of converting into a limited liability company with two or more members; a valid copy of one of the personal identification documents prescribed in Article 10 of this Decree for individual members of the company in the case of individual members; a valid copy of the Enterprise Registration Certificate or equivalent documents for organizational members of the company in the case of organizational members;

đ) Commitment letter from the private enterprise owner regarding personal responsibility for all outstanding debts of the private enterprise with their entire assets and commitment to pay the full amount of debt when due;

e) Agreement with the parties of unfulfilled contracts regarding the limited liability company being converted accepting and performing those contracts;

g) Commitment letter from the private enterprise owner or agreement between the private enterprise owner and other shareholders regarding the acceptance and utilization of current employees of the private enterprise.

4. In the case of converting a limited liability company into a joint-stock company and vice versa, the conversion registration documents shall include:

a) Application for business registration;

b) The Company Charter of the converted company as prescribed in Article 25 of the Enterprise Law;

c) Decision of the company owner or Decision and a valid copy of the minutes of the meeting of the Board of Members or the General Meeting of Shareholders regarding the conversion of the company;

d) List of members or list of founding shareholders, list of foreign investor shareholders and a valid copy of the documents as prescribed in Clause 4 Article 22 and Clause 4 Article 23 of the Enterprise Law;

đ) Transfer contract for shares or documents proving the completion of the transfer or investment agreement.

5. The conversion of business types in cases of inheritance shall be carried out as prescribed for corresponding conversion cases, wherein the transfer contract or documents proving the completion of the transfer shall be replaced by a document confirming the lawful right of inheritance.

Article 26. Documents, procedures, and formalities for registering enterprises for credit organizations

1. Documents, procedures, and formalities for registering enterprises for credit organizations, dependent units, and notifications of establishing business locations for credit organizations shall be implemented according to the provisions of this Decree corresponding to each type of enterprise, along with the documents, there must be a valid copy of the license or approval document from the State Bank of Vietnam.

2. In cases where the State Bank of Vietnam designates a representative for a credit organization under special control, the documents for registering changes in the legal representative shall be implemented according to the provisions of Article 43 of this Decree. Among these, the Decision of the company's owner for a single-member limited liability company, the Decision and a valid copy of the meeting minutes of the Board of Members for a limited liability company with two or more members, the Decision and a valid copy of the meeting minutes of the Shareholders' General Meeting or the Decision and a valid copy of the meeting minutes of the Board of Directors for a joint-stock company shall be replaced by a valid copy of the decision appointing the credit organization's representative by the State Bank of Vietnam.

3. In cases where the State Bank of Vietnam directly implements or designates another credit organization to participate in capital contribution or purchase of shares of a credit organization under special control, the documents for registering changes in enterprise registration content shall be implemented according to the corresponding provisions of this Decree, among which, the Decision of the company's owner for a single-member limited liability company, the Decision and a valid copy of the meeting minutes of the Board of Members for a limited liability company with two or more members, the Decision and a valid copy of the meeting minutes of the Shareholders' General Meeting or the Decision and a valid copy of the meeting minutes of the Board of Directors for a joint-stock company, the transfer contract or documents proving the completion of the transfer shall be replaced by a valid copy of the decision of the State Bank of Vietnam.

Article 27. Acceptance and Processing of Enterprise Registration Documents

1. The person establishing the enterprise or the enterprise itself or its authorized representative shall submit the documents as prescribed in this Decree at the Business Registration Office where the enterprise's main office is located.

2. Enterprise registration documents shall be accepted for entry into the National Enterprise Registration Information System when:

a) All required documents as stipulated in this Decree are present;

b) The name of the enterprise has been filled in on the Application for Enterprise Registration, Application for Change of Enterprise Registration Content, or Notification of Change of Enterprise Registration Content;

c) There is contact information for the person submitting the enterprise registration documents;

d) The registration fees have been paid as prescribed.

3. After accepting the enterprise registration documents, the Business Registration Office shall issue a receipt acknowledging the receipt of the documents to the person submitting them.

4. After issuing the receipt acknowledging the receipt of the documents, the Business Registration Office shall enter all the information in the enterprise registration documents accurately into the National Enterprise Registration Information System, check the validity of the documents, and upload the documents in the registration file after digitization into the National Enterprise Registration Information System.

Article 28. Time Limit for Issuing the Enterprise Registration Certificate and Confirmation of Changes in Enterprise Registration Content

1. The Business Registration Office shall issue the Enterprise Registration Certificate and Confirmation of Changes in Enterprise Registration Content within three working days from the date of receiving valid documents.

2. In cases where the documents are not valid or the requested enterprise name does not comply with the regulations, the Business Registration Office must notify in writing the contents that need to be amended or supplemented to the person establishing the enterprise or the enterprise within three working days from the date of receiving the documents. The Business Registration Office shall record all requirements for amending or supplementing the enterprise registration documents for each set of documents submitted by the enterprise in a Notification of Requirements for Amending or Supplementing Enterprise Registration Documents.

3. If the Enterprise Registration Certificate or Confirmation of Changes in Enterprise Registration Content is not issued within the above time limit, or if the enterprise registration content is not changed in the National Enterprise Registration Database, or if no notification of requirements for amending or supplementing the enterprise registration documents is received, then the person establishing the enterprise or the enterprise has the right to lodge a complaint according to the laws on complaints and denunciations.

Article 29. Issuance of Business Registration Certificate

1. A business shall be issued a Business Registration Certificate when it meets all conditions as prescribed in Clause 1, Article 28 of the Enterprise Law.

2. A business may receive the Business Registration Certificate directly at the Business Registration Office or register and pay fees to receive it via postal service.

3. Information on the Business Registration Certificate has legal effect from the date the Business Registration Office issues the Business Registration Certificate. The business has the right to conduct business operations from the date it receives the Business Registration Certificate, except for businesses operating in industries or trades that require conditional business registration.

4. A business has the right to request the Business Registration Office to issue a copy of the Business Registration Certificate and must pay the fee as prescribed.

Article 30. Standardization and Updating of Business Registration Data

1. In cases where information in the Business Registration Certificate or the Confirmation of Change in Business Registration Content does not match the content of the business registration dossier, the Business Registration Office shall notify and guide the business or directly correct the information according to regulations.

2. In cases where information in the National Database on Business Registration is missing or does not match the Business Registration Certificate or the paper-based business registration dossier due to data conversion processes, the Business Registration Office shall guide the business or directly supplement and update the information according to regulations.

3. Businesses are responsible for updating and supplementing information about their telephone numbers and emails when changing business registration content.

4. Implementation of standardization work, digitization of dossiers, updating and supplementary conversion of business registration data for dossiers registered before this Decree takes effect shall be carried out according to the annual plan of the Business Registration Office.

5. The Ministry of Planning and Investment shall provide detailed guidance on the implementation of this provision.

Article 31. Provision of Information on Business Registration Content

1. Within five working days from the date of issuance of the Business Registration Certificate or change in business registration content, the Business Registration Office shall send business registration information and changes in business registration content to tax authorities, statistical agencies, labor management agencies, and social insurance agencies. Agencies using business registration information provided by the Business Registration Office shall not request businesses to provide information already sent by the Business Registration Office.

2. Monthly, the Business Registration Office shall send a list along with information on enterprises registered in the previous month to specialized management agencies at the same level, People's Committees of districts, towns, cities under provinces where the main office of the enterprise is located.

3. Exchange of business registration information between the business registration agency and other state management agencies shall be conducted through submission of paper dossiers or via electronic networks.

4. Organizations and individuals may request to obtain information on business registration content, legal status, and financial reports of enterprises through the national portal on business registration or directly at the Business Registration Office or the Ministry of Planning and Investment and must pay the fee as prescribed.

Article 32. Fees and Registration Charges for Business Registration

1. The person establishing a business or the business must pay the fees and registration charges for business registration at the time of submitting the business registration dossier. These fees and charges can be paid directly at the Business Registration Office, transferred to the account of the Business Registration Office, or through electronic payment services. The fees and charges for business registration will not be refunded to the business if the business does not receive the Certificate of Business Registration.

2. Electronic payment methods for fees and charges are supported on the National Portal for Business Registration. The fee for using electronic payment services is not included in the fees and charges for business registration, the fee for providing business registration information, and the fee for publishing business registration content.

3. When transaction errors occur during the use of electronic payment services, the organization or individual paying the fees and charges through the network must contact the intermediary organization providing the electronic payment service for resolution.

4. The Ministry of Finance shall take the lead and coordinate with the Ministry of Planning and Investment to guide the collection, payment, management, and use of fees and charges for business registration, business household registration, fees for providing business registration information, and fees for publishing business registration content to ensure that they cover part of the costs for the operation of the business registration authority.

Article 33. Registration of Branch Operations, Representative Offices, and Notification of Establishing Business Locations

1. Dossier for registering branch operations and representative offices:

When registering branch operations and representative offices, the business must submit a Notice of Establishing Branches and Representative Offices to the Business Registration Office where the branches and representative offices are located. The contents of the Notice include:

a) Business code number;

b) Name and address of the main office of the business;

c) Name of the planned branch or representative office;

d) Address of the branch or representative office's headquarters;

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

e) Tax registration information;

g) Full name, place of residence, and identification number of the person in charge of the branch or representative office as stipulated in Article 10 of this Decree;

h) Full name and signature of the legal representative of the business.

Accompanying the notice provided under this clause, there must be

- Decision and a valid copy of the minutes of the meeting of the Board of Members for a limited liability company with two or more members, of the owner of a limited liability company with one member, of the Board of Directors for a joint-stock company, or of the general partners for a partnership regarding the establishment of branches or representative offices;
- A valid copy of the decision appointing the head of the branch or representative office;

- A valid copy of one of the personal identification documents as stipulated in Article 10 of this Decree of the person in charge of the branch or representative office.

2. Notification of Establishing Business Locations:

The business location may be outside the registered address of the main office. The business can only establish a business location in the province or centrally-administered city where its main office is located or where a branch is located. Within ten working days from the date of the decision to establish a business location, the business must notify the Business Registration Office of the establishment of the business location. The contents of the notification include:

b) Name and address of the main office of the business or the name and address of the branch (in case the business location is established in a province or centrally-administered city where the branch is located);

a) Business code number;

c) Name and address of the business location;

d) Field of activity of the business location;

đ) Full name, place of residence, and identification number of the person in charge of the business location as stipulated in Article 10 of this Decree;

e) Full name and signature of the legal representative of the business for cases where the business location belongs to the business or full name and signature of the head of the branch for cases where the business location belongs to the branch.

3. Upon receiving a complete dossier from the business, the Business Registration Office enters the information into the National Information System for Business Registration to request a code number for the branch, representative office, or business location. Within three working days from the date of receipt of the complete dossier, the Business Registration Office issues a Certificate of Registration for Branch Operations and Representative Offices and updates the information about the business location in the National Database for Business Registration for the business. If the business requests it, the Business Registration Office issues a Certificate of Registration for the Business Location.

4. In cases where a business establishes a branch or representative office in a province or centrally-administered city other than where the main office is located, the Business Registration Office where the branch or representative office is located sends the information to the Business Registration Office where the main office is located.

5. The establishment of branches and representative offices abroad by businesses is carried out in accordance with the laws of that country.

Within thirty working days from the official opening date of the branch or representative office abroad, the business must notify the Business Registration Office where the business has registered in writing. Accompanying the notification must be a valid copy of the Certificate of Registration for Branch Operations and Representative Offices or equivalent documents to supplement information about the branch or representative office of the business in the National Database for Business Registration.

Within thirty working days from the date of officially opening a branch or representative office abroad, the enterprise must notify in writing to the Business Registration Agency where the enterprise has registered. The notification must be accompanied by a valid copy of the Certificate of Registration for Branch or Representative Office operation, or equivalent documents to update information about the enterprise's branches or representative offices in the National Enterprise Registration Database.

Article 34. Notification of Use, Change, and Cancellation of Seal Samples

1. A business entity has the right to decide on the form, content, and quantity of seals for the business entity, branches, and representative offices. The business entity may have multiple seals with the same form and content.

2. Prior to using, changing, or canceling seal samples, or changing the number of seals for the business entity, branches, and representative offices, the business entity shall notify the Business Registration Office where the business entity, branch, or representative office is located to post the notification about the seal sample on the National Enterprise Registration Information Portal. The content of the notification includes:

a) Name, code number, and address of the headquarters of the business entity or branch or representative office;

b) Number of seals, seal sample, and effective date of the seal sample.

3. Upon receiving the notification of the seal sample from the business entity, branch, or representative office, the Business Registration Office shall issue a receipt to the business entity and publish the seal sample on the National Enterprise Registration Information Portal.

4. The Business Registration Office is not responsible for the truthfulness, accuracy, legality, suitability to customs, culture, and potential for causing confusion of the seal sample and disputes arising from the management and use of the seal.

5. In cases where the business entity has been issued a notification regarding the posting of information about the seal sample of the new business entity, branch, or representative office, the notifications about the posting of information about the seal sample of previous occasions will no longer be valid.

Chapter V

ENTERPRISE REGISTRATION THROUGH ELECTRONIC NETWORKS

Article 35. Enterprise Registration Through Electronic Networks

1. Organizations and individuals may choose the method of enterprise registration through electronic networks. The Business Registration Office facilitates organizations and individuals in accessing information and conducting enterprise registration through electronic networks.

2. Organizations and individuals may choose to use public digital signatures or Business Registration Accounts to conduct enterprise registration through electronic networks.

3. The enterprise registration dossier submitted through electronic networks has the same legal effect as the paper-based dossier.

Article 36. Legitimate Enterprise Registration Dossier Submitted Through Electronic Networks

An enterprise registration dossier submitted through electronic networks is legitimate when it meets the following requirements:

1. It contains all required documents and the contents of these documents are fully declared according to regulations, converted into electronic format, and named correspondingly with the types of documents in the paper-based dossier.

2. All enterprise registration information is entered completely and accurately based on the information in the electronic documents.

3. The enterprise registration dossier submitted through electronic networks must be verified by a public digital signature or a Business Registration Account of the legal representative of the business entity.

Article 37. Procedure and Formalities for Enterprise Registration Through Electronic Networks Using Public Digital Signatures

1. The legal representative declares information, uploads electronic documents, signs the electronic registration dossier digitally, and pays fees through the electronic network according to the process on the National Enterprise Registration Information Portal.

2. After completing the submission of the registration dossier, the legal representative will receive a receipt for the electronic enterprise registration dossier.

3. If the dossier meets the conditions for issuing a Business Registration Certificate, the Business Registration Office will send information to the tax authority to automatically generate a business code. Upon receiving the business code from the tax authority, the Business Registration Office will issue the Business Registration Certificate and notify the business entity about the issuance of the Business Registration Certificate. If the dossier is not legitimate, the Business Registration Office will notify the business entity electronically to request corrections and supplements to the dossier.

4. The procedure for enterprise registration through electronic networks stipulated in this Article also applies to the registration of branch operations, representative offices, and notifications of business locations established by businesses.

Article 38. Procedure and formalities for registering a business using a Business Registration Account

1. The legal representative declares information and downloads electronic documents of personal identification papers at the National Portal for Business Registration to obtain a Business Registration Account.

2. The legal representative uses the Business Registration Account to declare information, download electronic documents, and verify the business registration dossier through the National Portal for Business Registration.

3. After completing the submission of the business registration dossier, the business founder will receive an electronic receipt for the business registration dossier.

4. The Department of Business Registration is responsible for reviewing and sending notifications through the electronic network to the enterprise requesting modifications and supplements to the dossier if it is not compliant. Once the dossier meets the conditions for issuing a Business Registration Certificate, the Department of Business Registration forwards the information to the tax authority to create a business code. Upon receiving the business code from the tax authority, the Department of Business Registration sends an electronic notification to the enterprise regarding the issuance of the Business Registration Certificate.

5. After receiving the notification about the issuance of the Business Registration Certificate, the legal representative submits a paper copy of the business registration dossier along with the electronic receipt for the business registration dossier to the Department of Business Registration. The legal representative may submit the paper copy of the business registration dossier and the electronic receipt for the business registration dossier directly to the Department of Business Registration or send it via postal service.

6. After receiving the paper copy of the dossier, the Department of Business Registration compares the contents of the dossier with the electronic dossier previously submitted and issues the Business Registration Certificate to the enterprise if the comparison is consistent.

If within thirty days from the date of notification about the issuance of the Business Registration Certificate, the Department of Business Registration does not receive the paper copy of the dossier, then the electronic business registration dossier of the enterprise becomes invalid.

7. The legal representative is responsible for the completeness and accuracy of the paper copy of the dossier compared to the electronically submitted dossier. In case the paper copy of the dossier is inaccurate compared to the electronically submitted dossier and the person submitting the dossier does not notify the Department of Business Registration at the time of submitting the paper copy, it shall be considered as fraudulent filing and will be handled according to Clause 1, Article 63 of this Decree.

8. The procedure for online business registration stipulated in this Article also applies to the registration of branch offices, representative offices, and declaration of business locations.

Article 39. Handling violations, complaints, and resolving disputes related to public digital signatures, Business Registration Accounts

The determination and handling of disputes, complaints, and violations related to the management and use of public digital signatures and Business Registration Accounts are carried out in accordance with the provisions of the law.

Chapter VI

BUSINESS REGISTRATION FILES, PROCEDURES AND FORMALITIES

CHANGES TO BUSINESS REGISTRATION CONTENT

Article 40. Registration for Changing the Principal Office Address of a Business

1. Prior to registering for changing the principal office address, the business must complete procedures with the tax authority related to the relocation according to the laws on taxation.

2. In cases where the principal office address is moved within the province or centrally governed city where the business has registered, the business shall send a Notification to the Business Registration Department where it has registered. The contents of the Notification include:

a) Name, business code, tax code or business registration certificate number (in cases where the business does not yet have a business code or tax code);

b) Proposed new principal office address;

c) Full name and signature of the legal representative of the business.

Attached to the Notification must be the Decision and a valid copy of the minutes of the meeting of the Board of Members for a limited liability company with two or more members, of the Shareholders' Meeting for a joint-stock company, and of the general partners for a partnership company; the decision of the sole owner of the company for a single-member limited liability company. The Decision and meeting minutes must clearly state the amended contents of the Company Charter.

Upon receipt of the Application Form, the Business Registration Department will issue a Receipt, check the validity of the file, and issue a Business Registration Certificate to the business.

3. In cases where the principal office address of the business is moved to another province or centrally governed city from where the business has registered, the business shall send a Notification to the Business Registration Department at the proposed new location. The contents of the Notification include:

a) Name, business code, tax code or business registration certificate number (in cases where the business does not yet have a business code or tax code);

b) Proposed new principal office address;

c) Full name, identification card number or passport number or other lawful personal identification as stipulated in Article 10 of this Decree, permanent residence address, and signature of the legal representative of the business.

Attached to the Notification must be:

- A valid copy of the amended Company Charter;

- List of members for a limited liability company with two or more members; list of authorized representatives for a single-member limited liability company; list of founding shareholders, foreign investor shareholders, and authorized representatives of foreign organization shareholders for a joint-stock company; list of general partners for a partnership company;

- Decision and a valid copy of the minutes of the meeting of the Board of Members for a limited liability company with two or more members, of the Shareholders' Meeting for a joint-stock company, and of the general partners for a partnership company; Decision of the sole owner of the company for a single-member limited liability company.

Upon receipt of the Notification, the Business Registration Department at the proposed new location will issue a Receipt, check the validity of the file, issue a Business Registration Certificate to the business, and forward the information to the Business Registration Department at the previous location where the business was registered.

The change of the principal office address of a business does not alter the rights and obligations of the business.

Article 41. Registration for Changing the Name of a Business

1. In cases of changing the name, the business shall send a Notification to the Business Registration Department that issued the Business Registration Certificate to the business. The contents of the Notification include:

a) Current name, business code, tax code or business registration certificate number (in cases where the business does not yet have a business code or tax code);

b) Proposed new name.

c) Full name and signature of the legal representative of the business.

Attached to the Notification must be the Decision and a valid copy of the minutes of the meeting of the Board of Members for a limited liability company with two or more members, of the Shareholders' Meeting for a joint-stock company, and of the general partners for a partnership company; Decision of the sole owner of the company for a single-member limited liability company. The Decision and meeting minutes must clearly state the amended contents of the Company Charter.

2. Upon receipt of the Notification, the Business Registration Department will issue a Receipt, check the validity of the file, and issue a Business Registration Certificate to the business if the proposed new name of the business 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 42. Registration of Changes in General Partners

In cases where the status of a general partner is terminated or a new general partner is accepted according to Articles 180 and 181 of the Enterprise Law, the limited liability partnership shall send a Notification to the Business Registration Office where the company has registered. The contents of the Notification include:

1. Name, enterprise code, tax code or business registration certificate number (in case the enterprise does not yet have an enterprise code or tax code);

2. Surname, name, identity card number or passport number or other lawful personal identification documents as stipulated in Article 10 of this Decree, permanent address of the new general partner, and of the general partner whose status is terminated;

3. Signature of all general partners or authorized general partners, except for the general partner whose status is terminated;

4. Contents amended in the Company Charter.

Attached to the Notification must be a certified copy of one of the personal identification documents of the new general partner as stipulated in Article 10 of this Decree.

Upon receipt of the Notification, the Business Registration Office shall issue a Receipt, check the validity of the file, and issue a Business Registration Certificate to the enterprise.

Article 43. Registration of Changes in Legal Representative of Limited Liability Companies and Joint Stock Companies

1. Documents for registering changes in the legal representative of limited liability companies and joint stock companies include the following papers:

a) Notification of change in legal representative;

b) A certified copy of one of the personal identification documents of the person appointed or substituted as the legal representative of the company;

c) Decision of the sole owner of the company for a single-member limited liability company, and a certified copy of the minutes of the meeting of the Board of Members for a multi-member limited liability company, regarding the change in the legal representative;

Decision and a certified copy of the minutes of the meeting of the Shareholders' Assembly for a joint stock company regarding the change in the legal representative when such change alters the contents of the Company Charter;

Decision and a certified copy of the minutes of the meeting of the Board of Directors for a joint stock company when such change does not alter the contents of the Company Charter except for the name, surname, and signature of the legal representative of the company as provided for in Article 25 of the Enterprise Law.

The decision and minutes of the meeting must clearly state the contents amended in the Company Charter.

2. Contents of the Notification of Change in Legal Representative include:

a) Name, business code, tax code or business registration certificate number (in cases where the business does not yet have a business code or tax code);

b) Surname, name, identity card number or passport number or other lawful personal identification documents as stipulated in Article 10 of this Decree, position, permanent address of the current legal representative of the company and of the person appointed or substituted as the legal representative of the company;

c) Surname, name, and signature of one of the following individuals:

The sole owner of the company for a single-member limited liability company with a sole owner who is an individual.

The Chairman of the Board of Members or the Chairman of the company for a single-member limited liability company with a sole owner who is an organization.

The Chairman of the Board of Members for a multi-member limited liability company. In case the Chairman of the Board of Members is the legal representative, the person signing the notification is the newly elected Chairman of the Board of Members.

The Chairman of the Board of Directors for a joint stock company. In case the Chairman of the Board of Directors is the legal representative, the person signing the notification is the newly elected Chairman of the Board of Directors.

In case the Chairman of the Board of Members, the Chairman of the company, or the Chairman of the Board of Directors of the company absconds from their place of residence, is under temporary detention, 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 surnames, names, and signatures of the members of the Board of Members, the sole owner of the company, or the members of the Board of Directors who attended and voted in agreement on the change in the legal representative of the company must be included.

Upon receipt of the Notification of Change in Legal Representative, the Business Registration Office shall issue a Receipt, check the validity of the file, and issue a Business Registration Certificate to the enterprise.

Article 44. Registration of Changes to Registered Capital and Shareholding Ratios

1. In cases where a company registers changes in shareholding ratios for two or more shareholders, or for general partners in a limited partnership, the company shall notify the Business Registration Office where the company has registered. The contents of the Notification include:

a) Name, business registration code, tax code, or business registration certificate number (in cases where the enterprise does not yet have a business registration code or tax code);

b) Full name, address, nationality, identification card number, passport number, or other lawful personal identification as stipulated in Article 10 of this Decree, or establishment decision number, business registration code of each shareholder for a limited liability company with two or more shareholders, or each general partner for a limited partnership;

c) The shareholding ratio of each shareholder for a limited liability company with two or more shareholders, or each general partner for a limited partnership;

d) Registered capital before and after the change; the time and form of capital increase or decrease;

đ) Full name, nationality, identification card number, passport number, or other lawful personal identification as stipulated in Article 10 of this Decree, permanent address, and signature of the legal representative of the company or authorized general partner for a limited partnership;

2. In cases of registering changes to the company's registered capital, along with the Notification prescribed in Clause 1 of this Article, there must be a Decision and a valid copy of the minutes of the meeting of the Board of Members for a limited liability company with two or more members, or of the General Meeting of Shareholders for a joint-stock company; the Decision of the sole owner of a limited liability company with one member regarding the change in the company's registered capital; and the document from the Department of Planning and Investment approving the contribution of foreign investors' capital, purchase of shares, or shareholding for the case prescribed in Clause 1 of Article 26 of the Investment Law.

3. In cases where the General Meeting of Shareholders approves the issuance of public offering shares to increase the registered capital, while entrusting the Board of Directors to handle the registration procedures to increase the registered capital after the end of each share offering period, along with the Notification prescribed in Clause 1 of this Article, the registration application for increasing the registered capital must include:

a) The Decision and a valid copy of the minutes of the meeting of the General Meeting of Shareholders on the issuance of public offering shares to increase the registered capital, specifying the number of shares offered and entrusting the Board of Directors to handle the registration procedures to increase the registered capital after the end of each share offering period;

b) The Decision and a valid copy of the minutes of the meeting of the Board of Directors of the joint-stock company on the registration to increase the company's registered capital after the end of each share offering period.

The decision and minutes of the meeting must clearly state the contents amended in the Company Charter.

4. In cases of reducing the registered capital, the enterprise must commit to ensuring sufficient payment of all debts and other financial obligations after the reduction, along with the Notification, there must also be included the most recent financial report of the company at the period closest to the decision to reduce the registered capital.

5. Upon receipt of the Notification, the Business Registration Office shall issue a receipt, check the validity of the application, and issue a Business Registration Certificate to the enterprise.

Article 45. Registration of Changes in Members of Limited Liability Companies with Two or More Members

1. In the case of accepting new members, the company shall send a Notification to the Business Registration Office where the company has registered. The contents of the Notification include:

a) Name, business code, tax code or business registration certificate number (in cases where the business does not yet have a business code or tax code);

b) Name, business registration code, main office address for organizational members; name, surname, nationality, identification card number or passport number or other lawful personal identification documents as stipulated in Article 10 of this Decree for individual members; the value of capital contribution and share of capital, time of capital contribution, type of contributed assets, quantity and value of each type of contributed asset of new members;

c) The changed share of capital of members after accepting new members;

d) The charter capital of the company after accepting new members;

đ) Name, surname, signature of the legal representative of the company.

Attached to the Notification must be:

- Decision and a valid copy of the minutes of the meeting of the Board of Members regarding the acceptance of new members;

- Documents confirming the capital contribution of new members of the company;

- A valid copy of the decision on establishment or Business Registration Certificate or equivalent documents, a valid copy of one of the lawful personal identification documents as stipulated in Article 10 of this Decree of the authorized representative and corresponding authorization decision for organizational members or a valid copy of one of the lawful personal identification documents as stipulated in Article 10 of this Decree for individual members;

- Document of the Department of Planning and Investment approving the capital contribution, purchase of shares, or share of capital of foreign investors as provided for in Clause 1, Article 26 of the Investment Law.

The decision and minutes of the meeting of the Board of Members must clearly state the amended contents in the Company's Articles of Association.

Upon receipt of the Notification, the Business Registration Office shall issue a Receipt, check the validity of the file, and issue a Business Registration Certificate to the enterprise.

2. In the case of changing members due to transfer of share of capital, the company shall send a Notification to the Business Registration Office where the company has registered. The contents of the Notification include:

a) Name, business code, tax code or business registration certificate number (in cases where the business does not yet have a business code or tax code);

b) Name, main office address for organizations or name, surname, nationality, identification card number or passport number or other lawful personal identification documents as stipulated in Article 10 of this Decree for individuals; the share of capital of the transferring party and the receiving party;

c) The share of capital of members after the transfer;

d) Time of transfer;

đ) Name, surname, signature of the legal representative of the company.

Attached to the Notification must be:

- Transfer agreement or documents proving the completion of the transfer;

- A valid copy of the decision on establishment or Business Registration Certificate or equivalent documents, a valid copy of one of the lawful personal identification documents as stipulated in Article 10 of this Decree of the authorized representative and corresponding authorization decision for new organizational members or a valid copy of one of the lawful personal identification documents as stipulated in Article 10 of this Decree for new individual members;

- Document of the Department of Planning and Investment approving the capital contribution, purchase of shares, or share of capital of foreign investors as provided for in Clause 1, Article 26 of the Investment Law.

Upon receipt of the Notification, the Business Registration Office shall issue a Receipt, check the validity of the file, and issue a Business Registration Certificate to the enterprise.

3. In the case of changing members due to inheritance, the company shall send a Notification to the Business Registration Office where the company has registered. The contents of the Notification include:

a) Name, business code, tax code or business registration certificate number (in cases where the business does not yet have a business code or tax code);

b) Name, surname, identification card number or passport number or other lawful personal identification documents as stipulated in Article 10 of this Decree, nationality, share of capital left for inheritance and of each heir;

c) Time of inheritance;

d) Name, signature of the legal representative of the company.

Attached to the Notification must be a valid copy of the document confirming the lawful right of inheritance of the heir; a valid copy of one of the lawful personal identification documents as stipulated in Article 10 of this Decree of the heir.

Upon receipt of the Notification, the Business Registration Office shall issue a Receipt, check the validity of the file, and issue a Business Registration Certificate to the enterprise.

4. In the case of registering changes in members due to a member not fulfilling the commitment to contribute capital as stipulated in Clause 3, Article 48 of the Enterprise Law, the company shall send a Notification to the Business Registration Office where the company has registered. The contents of the Notification include:

a) Name, business code, tax code or business registration certificate number (in cases where the business does not yet have a business code or tax code);

b) Name, main office address for organizations or name, surname, identification card number or passport number or other lawful personal identification documents as stipulated in Article 10 of this Decree, nationality, share of capital of the member who did not fulfill the commitment to contribute capital and of the buyer of the unfulfilled share of capital;

c) Name, signature of the legal representative of the company.

Attached to the Notification must be the Decision and a valid copy of the minutes of the meeting of the Board of Members regarding the change in members due to non-fulfillment of the commitment to contribute capital, list of remaining members of the company. The Decision and minutes of the meeting of the Board of Members must clearly state the amended contents in the Company's Articles of Association.

Upon receipt of the Notification, the Business Registration Office shall issue a Receipt, check the validity of the file, and issue a Business Registration Certificate to the enterprise.

5. Registration of changes in members due to gift of share of capital:

The registration of changes in members in the case of gift of share of capital shall be carried out like the registration of changes in members due to transfer of share of capital, wherein the transfer agreement or documents proving the completion of the transfer shall be replaced by a gift agreement for share of capital.

Article 46. Registration of Change of Shareholder of a Limited Liability Company with One Member

1. In cases where the shareholder transfers the entire charter capital to an individual or an organization, the transferee must register the change of shareholder. The registration dossier includes:

a) A notification of changes in business registration content signed by the shareholder or their legal representative from the previous shareholder and the new shareholder or their legal representative;

b) A certified true copy of one of the personal identification documents specified in Article 10 of this Decree of the transferee if the transferee is an individual, or a certified true copy of the Enterprise Registration Certificate or equivalent document if the transferee is an organization; a list of authorized representatives, a certified true copy of one of the personal identification documents specified in Article 10 of this Decree of the authorized representative, and the power of attorney granted by the shareholder to the authorized person;

c) A certified true copy of the amended and supplemented Articles of Association of the company;

d) The share transfer contract or documents proving the completion of the share transfer;

đ) A document of the Department of Planning and Investment's approval regarding the contribution of foreign investors' capital, purchasing shares, or equity participation as stipulated in Clause 1, Article 26 of the Investment Law;

2. In cases where the change of shareholder of a limited liability company with one member is made according to the decision of the competent authority on enterprise restructuring and reform, the registration dossier shall be implemented according to the provisions of Clause 1 of this Article, wherein the decision of the competent authority on changing the shareholder shall replace the share transfer contract or documents proving the completion of the share transfer;

3. In cases where a limited liability company with one member changes its shareholder due to inheritance, the company shall register the change of shareholder. The dossier includes:

a) A notification of changes in business registration content signed by the new shareholder or their legal representative;

b) A certified true copy of the amended and supplemented Articles of Association of the company;

c) A certified true copy of one of the personal identification documents specified in Article 10 of this Decree of the new shareholder;

d) A certified true copy of the document confirming the lawful right of inheritance of the heir;

4. In cases where more than one individual or more than one organization inherits the portion of the shareholder's capital of a limited liability company with one member, the company shall register for conversion to a limited liability company with two or more members. The registration dossier for conversion includes:

a) Application for business registration;

b) The amended and supplemented Articles of Association of the converted company;

c) A list of members;

d) A certified true copy of one of the personal identification documents specified in Article 10 of this Decree of the members if they are individuals; a certified true copy of the Enterprise Registration Certificate or equivalent document if the members are organizations;

đ) A certified true copy of the document confirming the lawful right of inheritance of the organizations and individuals who inherit;

5. The registration of change of shareholder of a limited liability company with one member in cases of gifting the entire equity contribution shall be carried out as stipulated in Clause 1 of this Article. In the registration dossier for changes in business registration content, the gift contract for equity contribution shall replace the share transfer contract or documents proving the completion of the share transfer;

6. Upon receipt of the Notification, the Business Registration Office shall issue a Receipt, check the validity of the dossier, and issue the Enterprise Registration Certificate to the enterprise.

Article 47. Registration of Change of Sole Proprietorship Enterprise Owner in Cases of Sale, Gift, Death, or Disappearance of the Owner

In cases where the owner of a sole proprietorship enterprise sells, gifts the enterprise, or dies or disappears, the heir, the recipient of the gift, or the successor must register the change of the sole proprietorship enterprise owner. The registration change dossier includes:

1. Notification of Change of Enterprise Registration Content signed by the seller, donor, and buyer, or recipient of the sole proprietorship enterprise for sale or gift cases; signed by the successor for the case of death or disappearance of the sole proprietorship enterprise owner;

2. A certified copy of one of the personal identification documents specified in Article 10 of this Decree of the buyer, recipient of the sole proprietorship enterprise gift, or successor;

3. Purchase and sale contract, gift contract of the enterprise, or other documents proving the completion of the transfer for sale or gift cases; a certified copy of the legal inheritance confirmation document of the successor.

Upon receipt of the registration change dossier of the enterprise, the Business Registration Department issues a Receipt, checks the validity of the dossier, and issues the Enterprise Registration Certificate to the enterprise.

Article 48. Registration of Change of Registered Operating Content of Branches, Representative Offices, and Business Locations

1. Before registering to change the head office address, branches, or representative offices, it is necessary to complete procedures with the tax authority related to the relocation according to the laws on taxation.

2. When changing registered contents of branches, representative offices, or business locations, the enterprise sends a Notification of Change of Registered Operating Content of Branches, Representative Offices, or Business Locations to the Business Registration Department at the location of the branch or representative office's head office. Upon receiving the enterprise's notification, the Business Registration Department issues a Receipt, checks the validity of the dossier, changes the registered operating information of branches, representative offices, or business locations in the National Enterprise Registration Database, and issues the Branch or Representative Office Registration Certificate or Business Location Registration Certificate within three working days from the date of receiving the valid dossier. If the enterprise requests, the Business Registration Department issues a Confirmation of Change of Registered Operating Content of Branches, Representative Offices, or Business Locations.

3. In cases where the branch or representative office moves its headquarters to another province or centrally-administered city from the previously registered location, the enterprise sends a Notification of Change of Registered Operating Content of Branches, Representative Offices to the Business Registration Department at the intended new location.

Upon receiving the enterprise's notification, the Business Registration Department at the intended new location issues a Receipt, checks the validity of the dossier, issues the Branch or Representative Office Registration Certificate to the enterprise, and forwards the information to the Business Registration Department at the previous location of the branch or representative office.

Article 49. Notification of Additional or Changed Business Fields

1. In cases of additional or changed business fields, the enterprise shall submit a Notification to the Business Registration Office where the enterprise has registered. The contents of the Notification include:

a) Name, business code, tax code or business registration certificate number (in cases where the business does not yet have a business code or tax code);

b) The business field being registered for addition or change;

c) The name, signature of the legal representative of the enterprise;

Accompanying the Notification must be the Decision and a valid copy of the meeting minutes of the Board of Members for a limited liability company with two or more members, of the Shareholders' Meeting for a joint stock company, and of the general partners for a partnership company; the decision of the sole owner of a limited liability company with one member regarding the addition or change of business fields. The Decision and meeting minutes must clearly record the changes made to the Company Charter.

2. Upon receiving the Notification, the Business Registration Office will issue a Receipt, check the validity of the file, and update the information on the business fields of the enterprise in the National Enterprise Registration Database. If the enterprise requests, the Business Registration Office will issue a Certificate confirming the change in the enterprise registration content for the enterprise.

3. In cases where the notification file for additional or changed business fields is not valid, the Business Registration Office will notify the enterprise to amend and supplement the file within three working days.

4. The enterprise is responsible for notifying the Business Registration Office of any changes or additions to the business fields within ten working days from the date of the change. In cases where there is a change but the enterprise does not notify, it will be subject to administrative penalties according to the laws on administrative sanctions in the planning and investment sector.

Article 50. Notification of Changes in Capital Investment by the Owner of a Private Enterprise

1. In cases of increasing or decreasing registered capital investment, the owner of the private enterprise must send a Notification of the capital change to the Business Registration Office where the enterprise has registered. The contents of the Notification include:

a) Name, business code, tax code or business registration certificate number (in cases where the business does not yet have a business code or tax code);

b) The amount of registered capital investment, the amount of changed registered capital, and the time of capital change;

c) The name, signature of the owner of the private enterprise.

Upon receiving the Notification, the Business Registration Office will issue a Receipt, check the validity of the file, and update the information on the capital investment of the enterprise in the National Enterprise Registration Database. If the enterprise requests, the Business Registration Office will issue a Certificate confirming the change in the enterprise registration content for the enterprise.

2. In cases where the notification file for changes in capital investment by the owner of a private enterprise is not valid, the Business Registration Office will notify the enterprise to amend and supplement the file within three working days.

3. The enterprise is responsible for notifying the Business Registration Office of any changes in capital investment by the owner of a private enterprise within ten working days from the date of the change. In cases where there is a change but the enterprise does not notify, it will be subject to administrative penalties according to the laws on administrative sanctions in the planning and investment sector.

Article 51. Notification of Changes in Information of Founding Shareholders of a Joint Stock Company

1. Founding shareholders as stipulated in Clause 2, Article 4 of the Enterprise Law are founding shareholders declared in the List of Founding Shareholders and submitted to the Business Registration Office at the time of registering the establishment of the enterprise.

2. In cases of changing information about founding shareholders due to the founding shareholder not having paid or only partially paid for the shares they have registered to purchase, the company shall submit a Notification to the Business Registration Office where the company has registered. The contents of the Notification include:

a) Name, business code, tax code or business registration certificate number (in cases where the business does not yet have a business code or tax code);

b) Name, main office address, business registration number or establishment decision number for organizational founding shareholders or name, ID card number or passport number or other legally recognized personal identification as stipulated in Article 10 of this Decree for individual founding shareholders;

c) Name, ID card number or passport number or other legally recognized personal identification as stipulated in Article 10 of this Decree and signature of the legal representative of the company.

Upon receiving the Notification, the Business Registration Office will issue a Receipt, check the validity of the file, and update the information on the founding shareholders of the company in the National Enterprise Registration Database. If the enterprise requests, the Business Registration Office will issue a Certificate confirming the change in the enterprise registration content for the enterprise.

Founding shareholders who have not paid for the shares they have registered to purchase will automatically cease to be shareholders of the company according to Point a, Clause 3, Article 112 of the Enterprise Law and their names will be removed from the List of Founding Shareholders of the company.

3. In cases of changing information about founding shareholders due to the transfer of shares by founding shareholders, along with the documents specified in Clause 2 of this Article, the notification file must include:

a) Information list of founding shareholders after the change;

b) Share transfer contract or documents proving the completion of the transfer;

c) Written approval of the Department of Planning and Investment regarding foreign investor's contribution, share purchase, or equity participation as stipulated in Clause 1, Article 26 of the Investment Law.

4. In cases where the founding shareholder is an organization that has been merged, split, or consolidated into another enterprise, the registration of changes in founding shareholders shall be carried out like the case of registering changes in founding shareholders due to share transfers as stipulated in Clause 3 of this Article. In the file for registering changes in enterprise registration content, the merger contract or company split decision or consolidation contract of enterprises will replace the share transfer contract or documents proving the completion of the transfer.

5. The registration of changes in founding shareholders in cases of share gifts or inheritances shall be carried out as prescribed for the case of notifying changes in information of founding shareholders due to share transfers as stipulated in Clause 3 of this Article, wherein the share transfer contract or documents proving the completion of the transfer will be replaced by the share gift contract or a valid copy of the legal inheritance confirmation document.

6. In case the notification dossier for changing the founding shareholder of a joint-stock company is not valid, the Business Registration Department shall notify the enterprise to amend and supplement the dossier within three working days.

7. The enterprise is responsible for notifying the Business Registration Department of changes to the founding shareholder of a joint-stock company within ten working days from the date of change. If the enterprise fails to notify despite a change, it will be subject to administrative penalties under the laws on administrative sanctions in the field of planning and investment.

Article 52. Notification of Changes to Foreign Investors as Shareholders in Unlisted Joint-Stock Companies

1. In cases where unlisted joint-stock companies change foreign investors as shareholders in accordance with Clause 3, Article 32 of the Enterprise Law, the company shall send a Notification to the Business Registration Department where the company has registered. The contents of the Notification include:

a) Name, business code, tax code or business registration certificate number (in cases where the business does not yet have a business code or tax code);

b) Information about the foreign investor shareholder transferring shares: Name, main office address of the foreign shareholder organization; name, nationality, permanent residence address of the individual foreign shareholder; type of shares and current shareholding ratio in the company; number of shares and type of shares being transferred;

c) Information about the foreign investor shareholder receiving the transfer of shares: Name, main office address of the foreign shareholder organization; name, nationality, permanent residence address of the individual foreign shareholder; number of shares and type of shares received; number of shares, type of shares, and corresponding shareholding ratio in the company;

d) Name, identity card number, passport number, or other lawful personal identification as stipulated in Article 10 of this Decree, and signature of the company's legal representative.

Attached to the Notification must be the Decision and a certified true copy of the minutes of the General Meeting of Shareholders regarding the change of foreign investor shareholders; list of foreign investor shareholders after the change; share transfer contract or other documents proving the completion of the transfer; certified true copies of the establishment decision or equivalent documents, certified true copies of one of the personal identification documents as stipulated in Article 10 of this Decree of the authorized representative and the corresponding authorization decision for foreign shareholder organizations receiving the transfer, or certified true copies of identity cards, passports, or other lawful personal identification as stipulated in Article 10 of this Decree of individual foreign shareholders receiving the transfer; approval documents from the Department of Planning and Investment regarding the contribution of capital, purchase of shares, or equity participation of foreign investors according to the Investment Law.

The Decision and the minutes of the General Meeting of Shareholders must clearly record the amended contents in the Company Charter.

Upon receipt of the Notification, the Business Registration Department shall issue a Receipt, check the validity of the dossier, and update information about foreign investor shareholders in the National Enterprise Registration Database. If the enterprise requests, the Business Registration Department shall issue a Certificate confirming the change in enterprise registration content to the enterprise.

2. In case the Notification dossier for changing foreign investor shareholders is not valid, the Business Registration Department shall notify the enterprise to amend and supplement the dossier within three working days.

3. The enterprise is responsible for notifying the Business Registration Department of changes to foreign investor shareholders within ten working days from the date of change. If the enterprise fails to notify despite a change, it will be subject to administrative penalties under the laws on administrative sanctions in the field of planning and investment.

Article 53. Notification of Changes to Tax Registration Content

1. In cases where a business changes its tax registration content without altering its business registration content, the business shall submit the Notification to the Business Registration Office at the location of its principal office.

The contents of the Notification include:

a) Name, address of the principal office, business registration number, and date of issuance of the Business Registration Certificate, Tax Registration Certificate, or Enterprise Registration Certificate;

b) Information on the changed tax registration details.

2. Upon receipt of the Notification, the Business Registration Office will enter the data into the National Business Registration Information System to transfer the information to the database of the General Department of Taxation. If the business requests it, the Business Registration Office will issue a Confirmation Certificate regarding the change in business registration content for the business.

Article 54. Notification of Changes to Management Personnel Information, Shareholder Information of Foreign Investors, Private Placement Announcement, Lease Notification for Private Enterprises, and Notification of Changes to Authorized Representative Information

1. Within five working days from the date of change in information about the name, contact address, nationality, Citizen Identity Card number, or Personal Identification Card number, or other legally recognized personal identification of the business management personnel, members of the Supervisory Board, or Supervisors, the business must notify the Business Registration Office at the location of its principal office of the updated business registration information as stipulated in Article 12 of the Law on Enterprises.

2. Within three working days from the date of obtaining or changing information about the name, nationality, passport number, permanent residence address, shareholding amount, and type of shares of individual foreign shareholders; the name, business registration number, principal office address, shareholding amount, and type of shares, as well as the name, nationality, passport number, and permanent residence address of the authorized representative of corporate foreign shareholders, the business must notify the Business Registration Office at the location of its principal office of the updated business registration information as stipulated in Clause 3, Article 171 of the Law on Enterprises.

3. Within five working days from the date of issuing the decision on private placement of shares, the joint-stock company must notify the Business Registration Office at the location of its principal office as stipulated in Article 123 of the Law on Enterprises.

4. Within three working days from the date the lease agreement for the enterprise becomes effective, the owner of a private enterprise must notify the Business Registration Office at the location of its principal office as stipulated in Article 186 of the Law on Enterprises.

5. Within ten working days from the date of change in information about the authorized representative of the single-member limited liability company's owner, the company must notify the Business Registration Office at the location of its principal office.

6. Upon receipt of the Notification, the Business Registration Office will provide a Receipt, verify the validity of the file, and update the business information in the National Business Registration Database. If the business requests it, the Business Registration Office will issue a Confirmation Certificate regarding the change in business registration content for the business.

Article 55. Publicizing the Content of Business Registration

1. The publicizing of the content of business registration shall be carried out in accordance with the provisions of Article 33 of the Enterprise Law.

2. When receiving the Certificate of Enterprise Registration, the Certificate of Change in Enterprise Registration related to the content on business sectors, founding shareholders, foreign investor shareholders, enterprises shall pay fees for the publicizing of the content of enterprise registration.

3. The Department of Business Registration shall post the content of enterprise registration on the National Portal for Enterprise Registration.

Article 56. Cases Where Changes in Enterprise Registration Content Are Not Required

1. An enterprise shall not carry out the registration of changes in enterprise registration content in the following cases:

a) It has been notified by the Department of Business Registration about violations that fall under the category of revocation of the Certificate of Enterprise Registration, or it has been issued a Decision to Revoke the Certificate of Enterprise Registration;

b) It is currently undergoing liquidation pursuant to a liquidation decision of the enterprise;

c) At the request of the Court or Enforcement Agency or the police authority.

2. An enterprise specified in Clause 1 of this Article may continue to register changes in enterprise registration content in the following cases:

a) It has taken measures to rectify the violations according to the requirements in the Notification regarding violations that fall under the category of revocation of the Certificate of Enterprise Registration, and such measures have been accepted by the Department of Business Registration;

b) It must register changes in certain contents of enterprise registration to serve the liquidation process and complete the liquidation dossier as prescribed. In this case, the change registration dossier must include a statement from the enterprise explaining the reasons for the change registration;

c) It has implemented the decision of the Court or Enforcement Agency and received approval from the Court or Enforcement Agency.

Chapter VII

PROCEDURE AND FORMALITIES FOR TEMPORARY SUSPENSION OF BUSINESS OPERATIONS, ISSUANCE OF NEW CERTIFICATE OF ENTERPRISE REGISTRATION, LIQUIDATION OF ENTERPRISES, REVOCATION OF THE CERTIFICATE OF ENTERPRISE REGISTRATION

Article 57. Temporary Suspension of Business Operations, Resumption of Business Before the Announced Deadline for Enterprises, Branches, Representative Offices, and Business Locations

1. When an enterprise carries out the procedure for temporarily suspending its business operations, the enterprise simultaneously sends a Notice of Temporary Suspension of Branch, Representative Office, and Business Location Activities to the Department of Business Registration where the branch, representative office, or business location has registered.

2. In the event that an enterprise, branch, representative office, or business location temporarily suspends its business operations or resumes business operations before the announced deadline, the enterprise shall send a notice to the Department of Business Registration where the enterprise, branch, representative office, or business location has registered at least 15 days prior to the temporary suspension of business operations or resumption of business operations before the announced deadline. The period of temporary suspension of business operations shall not exceed one year. After the expiration of the announced period, if the enterprise, branch, representative office, or business location continues to suspend business operations, it must notify the Department of Business Registration again. The total continuous period of temporary suspension of business operations shall not exceed two years.

3. In the case of an enterprise temporarily suspending business operations, the notice must be accompanied by a resolution and a valid 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 of the general partners for a partnership.

4. The Department of Business Registration shall issue a receipt for the dossier to the enterprise after receiving the notice of temporary suspension of business operations or the notice of resumption of business operations before the announced deadline. Within three working days from the date of receiving a valid dossier, the Department of Business Registration shall issue a Certificate confirming that the enterprise, branch, representative office, or business location has registered for temporary suspension of business operations, and a Certificate confirming that the enterprise, branch, representative office, or business location has registered for resumption of business operations before the announced deadline. The Department of Business Registration shall transmit information on enterprises registering for temporary suspension of business operations and resuming business operations before the announced deadline to the tax authority for state management coordination with the enterprise.

Article 58. Reissuing the Enterprise Registration Certificate

1. In cases where an enterprise requests to reissue the Enterprise Registration Certificate due to loss, fire, damage, deterioration, or other forms of destruction, the enterprise shall submit a request for reissuance of the Enterprise Registration Certificate to the Business Registration Office that issued the original Enterprise Registration Certificate to the enterprise.

Upon receiving the request for reissuance of the Enterprise Registration Certificate, the Business Registration Office shall examine and reissue the Enterprise Registration Certificate within three working days from the date of receipt of the request.

2. If the Enterprise Registration Certificate was issued without complying with the prescribed file, procedure, and formalities, the Business Registration Office shall notify the enterprise to complete and submit a valid file within thirty days from the date of notification to be considered for reissuance of the Enterprise Registration Certificate. The Business Registration Office shall reissue the Enterprise Registration Certificate within three working days from the date of receipt of the valid file submitted by the enterprise.

3. In cases where the information declared in the enterprise registration file is not truthful or accurate, the Business Registration Office shall notify the competent state agency to handle the matter according to the law. After receiving the decision on handling the violation from the competent state agency, the Business Registration Office shall require the enterprise to resubmit the file to apply for reissuance of the Enterprise Registration Certificate and shall reissue the Enterprise Registration Certificate within three working days from the date of receipt of the valid file submitted by the enterprise.

4. In cases where an enterprise has already been issued a new Enterprise Registration Certificate, the previous Enterprise Registration Certificates will no longer be valid.

Article 59. Procedure and Formalities for Registering the Dissolution of an Enterprise

1. Prior to registering the dissolution of an enterprise, the enterprise must terminate the operations of its branches, representative offices, and business locations at the Business Registration Office where these entities are registered.

2. Within seven working days from the date of passing the resolution on dissolution as stipulated in Clause 1, Article 202 of the Enterprise Law, the enterprise shall notify the Business Registration Office about the dissolution. Accompanying the notice, there must be the decision of the company's owner for a single-member limited liability company; the decision and a certified copy of the meeting minutes of the Board of Directors for a limited liability company with two or more members, of the General Meeting of Shareholders for a joint-stock company, and of the general partners for a partnership regarding the dissolution of the enterprise.

3. After receiving the dissolution file of the enterprise as stipulated in Clause 1, Article 204 of the Enterprise Law, the Business Registration Office shall inform the tax authority about the enterprise's dissolution registration. Within two working days from the date of receipt of this information, the tax authority shall send its opinion on the enterprise's dissolution to the Business Registration Office.

4. Within five working days from the date of receipt of the dissolution file, the Business Registration Office shall change the legal status of the enterprise in the National Enterprise Registration Database to dissolution status if it does not receive a refusal opinion from the tax authority, and simultaneously issue a Notice of the enterprise's dissolution.

5. For enterprises using seals issued by the police, the enterprise is responsible for returning the seal and the Seal Registration Certificate to the police to obtain a certificate of seal recovery. In this case, the seal and the seal pattern certificate in the enterprise dissolution file as stipulated in Point c, Clause 1, Article 204 of the Enterprise Law shall be replaced by the certificate of seal recovery.

Article 60. Termination of Branches, Representative Offices, and Business Locations

1. When terminating branches, representative offices, or business locations, the enterprise shall submit a Notice on the termination of branches, representative offices, or business locations to the Business Registration Agency where such branches, representative offices, or business locations are located.

For the termination of branches and representative offices, the Notice must be accompanied by the documents specified in Clause 2 of Article 206 of the Enterprise Law, including the decision of the enterprise regarding the termination of branches and representative offices, which includes the decision of the owner for a sole proprietorship, the owner or Chairman of the Board of Members or Chairman of the company for a single-member limited liability company, the Board of Members for a limited liability company with two or more members, the Board of Directors for a joint-stock company, and the general partners for a partnership regarding the termination of branches and representative offices.

2. The Business Registration Agency receives the notice, checks the validity of the file, and changes the legal status of the branch, representative office, or business location in the National Enterprise Registration Database to terminated status; simultaneously issues a Notice on the termination of branches, representative offices, or business locations.

3. Branches, representative offices, or business locations will have their Certificate of Registration for Operation and Certificate of Registration for Business Location revoked if they cease operations for one year without notifying the Business Registration Agency and tax authority. In this case, the Business Registration Agency will notify in writing about the violation and request the legal representative of the enterprise to come to the agency's office to explain. If the person requested does not attend within ten working days from the end of the deadline set in the notification, the Business Registration Agency will issue a decision to revoke the Certificate of Registration for Operation of the branch, representative office, and Certificate of Registration for Business Location.

Article 61. Termination of Existence of Divided Companies, Merged Companies, and Acquired Companies

1. Within three working days from the date that the divided companies, merged companies, and acquiring companies receive their Certificates of Enterprise Registration, the Business Registration Agency where the divided company, merged company, or acquired company has its main office shall terminate the existence of these companies in the National Enterprise Registration Database.

2. The Business Registration Agency shall terminate the existence of branches, representative offices, and business locations of the divided company, merged company, or acquired company in the National Enterprise Registration Database.

3. In cases where the divided company, merged company, or acquired company has its main office address outside the province or centrally-administered city where the main office of the divided company, merged company, or acquiring company is located, the Business Registration Agency where the divided company, merged company, or acquiring company is located shall send information to the Business Registration Agency where the main office of the divided company, merged company, or acquired company is located to terminate the existence of the divided company, merged company, or acquired company in the National Enterprise Registration Database.

Article 62. Revocation of Business Registration Certificate

1. The cases for revoking the Business Registration Certificate are stipulated in Clause 1, Article 211 of the Enterprise Law and Clause 26, Article 1 of the Ordinance Amending and Supplementing Certain Provisions of the Law on Tax Administration.

2. The procedures for revoking the Business Registration Certificate pursuant to the court's decision shall be carried out in accordance with the guidance of the competent state agency.

3. In cases where it is necessary to verify false business registration documents to serve as the basis for revoking the Business Registration Certificate as provided in Point a, Clause 1, Article 211 of the Enterprise Law, the Department of Business Registration sends a written request to the police authority to determine the false act. The police authority has the responsibility to reply in writing about the verification results within thirty days from the date of receipt of the request. Based on the conclusion of the police authority, the Department of Business Registration will revoke the Business Registration Certificate according to the procedures and formalities specified in Clause 1, Article 63 of this Decree, stating that the information declared in the business registration dossier is false.

Article 63. Procedures and Formalities for Revoking the Business Registration Certificate

1. In case the information declared in the business registration dossier is false:

If the new business establishment registration dossier is false, the Department of Business Registration issues a notice of the violation committed by the enterprise and makes a decision to revoke the Business Registration Certificate.

If the business registration dossier for changes in registered information, or the notification of changes in registered information is false, the Department of Business Registration issues a notice of the violation committed by the enterprise and cancels the changes in the registered information based on false information and restores the Business Registration Certificate issued based on the most recent valid dossier, while notifying the competent authority to handle according to the provisions of the law.

2. In case the enterprise already registered includes individuals or organizations prohibited from establishing enterprises under Clause 2, Article 18 of the Enterprise Law:

a) For sole proprietorship enterprises and limited liability companies with one member owned by an individual: The Department of Business Registration where the enterprise has registered issues a notice of the violation and makes a decision to revoke the Business Registration Certificate.

b) For limited liability companies with two or more members, limited liability companies with one member owned by an organization, joint-stock companies, and partnerships: The Department of Business Registration where the enterprise has registered issues a written notice requesting the enterprise to change members or shareholders who are not allowed to establish enterprises within thirty days from the date of the notice. If the enterprise does not register to change members or shareholders beyond the said period, then the Department of Business Registration issues a notice of the violation and makes a decision to revoke the Business Registration Certificate.

3. In case the enterprise violates Point c, Clause 1, Article 211 of the Enterprise Law, the Department of Business Registration issues a written notice of the violation and requests the legal representative of the enterprise to come to the department's office to explain. After ten working days from the end of the deadline set in the notice, if the person requested does not come, the Department of Business Registration makes a decision to revoke the Business Registration Certificate.

4. In case the enterprise fails to submit reports as required in Point c, Clause 1, Article 209 of the Enterprise Law, within ten working days from the end of the deadline specified in Point d, Clause 1, Article 211 of the Enterprise Law, the Department of Business Registration sends a written notice of the violation and requests the legal representative of the enterprise to come to the department's office to explain. After ten working days from the end of the deadline set in the notice, if the person requested does not come, the Department of Business Registration makes a decision to revoke the Business Registration Certificate.

5. In case the enterprise is compulsorily enforced to execute tax administrative decisions as stipulated in Clause 26, Article 1 of the Ordinance Amending and Supplementing Certain Provisions of the Law on Tax Administration, within ten working days from the date of receiving the request to revoke the Business Registration Certificate from the head of the tax management agency as provided in Clause 31, Article 1 of the Ordinance Amending and Supplementing Certain Provisions of the Law on Tax Administration, the Department of Business Registration shall carry out the revocation of the Business Registration Certificate according to the procedures and formalities specified in Clause 3 of this Article.

6. After receiving the Decision to Revoke the Business Registration Certificate, the enterprise shall proceed with the dissolution procedures as stipulated in Article 203 of the Enterprise Law.

7. Information about the revocation of the Business Registration Certificate must be entered into the National Information System on Business Registration and sent to the tax authority.

Article 64. Restoration of Legal Status of a Business After Revocation of Business Registration Certificate

The Business Registration Office shall issue a decision to revoke the decision to revoke the Business Registration Certificate and restore the legal status of the business on the National Enterprise Registration Information System in the following cases:

1. The Business Registration Office determines that the business does not fall under the circumstances requiring revocation of the Business Registration Certificate.

2. The Business Registration Office receives a document from the tax management agency requesting restoration of the legal status of the business after the revocation of the Business Registration Certificate before the Business Registration Office updates the dissolved legal status of the business on the National Enterprise Registration Information System or within six months from the date the Business Registration Office issues the decision to revoke the Business Registration Certificate.

Article 65. Handling of Business Registration Procedures Based on Court Decisions

Within fifteen working days from the date the judgment or decision of the court becomes effective, the person proposing to change the content of business registration or other related content according to the court's decision shall submit the request to the competent Business Registration Office. The registration dossier must include a certified copy of the judgment or decision of the court which has become legally binding.

Chapter VIII

BUSINESS HOUSEHOLD REGISTRATION

Article 66. Business Households

1. A business household is established by an individual or a group of individuals who are Vietnamese citizens aged eighteen or older with full civil capacity, or a family household as the owner, may only register for business at one location, employ less than ten workers, and bear responsibility with their entire personal assets for the business activities.

2. Family households engaged in agricultural, forestry, fishery production, salt-making, street vendors, snack sellers, itinerant traders, mobile services, and low-income earners do not need to register, except for those engaging in industries or professions with conditions, as specified by the People's Committee of provinces or centrally-administered cities within their jurisdiction.

3. Business households employing ten or more workers must establish a business in accordance with the regulations.

Article 67. Right to Establish a Business Household and Obligation to Register

1. Vietnamese citizens aged eighteen or older with full legal and civil capacity; family households have the right to establish a business household and the obligation to register a business household in accordance with this Chapter.

2. Individuals and family households as stipulated in Clause 1 of this Article are only allowed to register one business household nationwide. Individuals as stipulated in Clause 1 of this Article have the right to contribute capital or purchase shares in a company as an individual.

3. Individuals establishing and participating in the formation of a business household through capital contribution may not simultaneously be the owner of a private enterprise or a general partner in a limited partnership unless they obtain the consent of the remaining general partners.

Article 68. Business Registration Certificate for Business Households

1. The Business Registration Certificate for business households is issued to business households established and operating in accordance with this Decree.

2. The Business Registration Certificate for business households is issued based on information in the business household registration dossier declared and self-responsible by the business household founder.

3. Information on the Business Registration Certificate for business households has legal validity from the date the Business Registration Certificate is issued, and the business household has the right to conduct business operations from the date the Business Registration Certificate is issued, except for businesses in industries or professions that require conditions.

4. Business households may directly collect the Business Registration Certificate for business households at the district-level business registration office or pay a fee to receive it via postal service.

5. Business households have the right to request the district-level business registration office to issue a certified copy of the Business Registration Certificate for business households and pay the prescribed fee.

Article 69. Principles for Business Household Registration

1. The business household and the person establishing the business household shall declare the business registration dossier and bear legal responsibility for the legality, truthfulness, and accuracy of the information declared in the business registration dossier.

2. The district-level business registration agency shall be responsible for the validity of the business registration dossier but shall not be liable for any violations of the law committed by the person establishing the business household or the business household itself.

3. The district-level business registration agency shall not resolve disputes among individuals within a business household or between the business household and other organizations or individuals.

Article 70. Number of Business Registration Dossiers

A business household shall submit one set of the business registration dossier to the district-level business registration agency when registering to establish a business household or registering changes to the already registered content.

Article 71. Dossier, Procedure, and Formalities for Business Household Registration

1. An individual, a group of individuals, or a representative of a family household shall submit the Application for Business Household Registration to the district-level business registration agency at the place where the business location is situated. The contents of the Application for Business Household Registration include:

a) Name of the business household, address of the business location; telephone number, fax number, email address (if any);

b) Industry and business activities;

c) Business capital;

d) Number of workers;

đ) Full name, signature, residential address, identification card number and date of issuance of the Citizen Identity Card or Identity Card or Passport still valid of the individuals establishing the business household for a business household established by a group of individuals, of the individual for a business household established by an individual, or of the representative of the family household for a business household established by a family household.

Along with the Application for Business Household Registration, there must be a certified copy of the Citizen Identity Card or Identity Card or Passport still valid of the individuals participating in the business household or the representative of the family household, and a certified copy of the minutes of the meeting of the group of individuals regarding the establishment of the business household for a business household established by a group of individuals.

2. Upon receiving the dossier, the district-level business registration agency shall issue a receipt and issue a Certificate of Business Household Registration to the business household within three working days from the date of receiving the dossier, if the following conditions are met:

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

b) The proposed name of the business household complies with the provisions of Article 73 of this Decree;

c) The registration fee has been fully paid as prescribed.

In case the dossier is invalid, within three working days from the date of receiving the dossier, the district-level business registration agency must notify in writing the contents that need to be amended or supplemented to the person establishing the business household.

3. If, after three working days from the date of submitting the business household registration dossier, the business household does not receive the Certificate of Business Household Registration or does not receive a notification requesting amendments or supplements to the business household registration dossier, the person registering the business household has the right to lodge a complaint in accordance with the law on complaints and denunciations.

4. Định kỳ vào tuần làm việc đầu tiên hàng tháng, cơ quan đăng ký kinh doanh cấp huyện gửi danh sách hộ kinh doanh đã đăng ký tháng trước cho cơ quan thuế cùng cấp, Phòng Đăng ký kinh doanh và cơ quan quản lý chuyên ngành cấp tỉnh.

Điều 72. Địa điểm kinh doanh của hộ kinh doanh

Đối với hộ kinh doanh buôn chuyến, kinh doanh lưu động thì phải chọn một địa điểm cố định để đăng ký hộ kinh doanh. Địa điểm này có thể là nơi đăng ký hộ khẩu thường trú, nơi đăng ký tạm trú hoặc địa điểm thường xuyên kinh doanh nhất, nơi đặt địa điểm thu mua giao dịch. Hộ kinh doanh buôn chuyến, kinh doanh lưu động được phép kinh doanh ngoài địa điểm đã đăng ký với cơ quan đăng ký kinh doanh cấp huyện nhưng phải thông báo cho cơ quan thuế, cơ quan quản lý thị trường nơi đăng ký trụ sở và nơi tiến hành hoạt động kinh doanh.

Điều 73. Đặt tên hộ kinh doanh

1. Hộ kinh doanh có tên gọi riêng. Tên hộ kinh doanh bao gồm hai thành tố sau đây:

a) Loại hình “Hộ kinh doanh”;

b) Tên riêng của hộ kinh doanh.

Tên riêng được viết bằng các chữ cái trong bảng chữ cái tiếng Việt, các chữ F, J, Z, W, có thể kèm theo chữ số, ký hiệu.

2. Không được sử dụng từ ngữ, ký hiệu vi phạm truyền thống lịch sử, văn hóa, đạo đức và thuần phong mỹ tục của dân tộc để đặt tên riêng cho hộ kinh doanh.

3. Hộ kinh doanh không được sử dụng các cụm từ “công ty”, “doanh nghiệp” để đặt tên hộ kinh doanh.

4. Tên riêng hộ kinh doanh không được trùng với tên riêng của hộ kinh doanh đã đăng ký trong phạm vi huyện.

Điều 74. Ngành, nghề kinh doanh của hộ kinh doanh

1. Khi đăng ký thành lập, đăng ký thay đổi nội dung đăng ký hộ kinh doanh, hộ kinh doanh ghi ngành, nghề kinh doanh trên Giấy đề nghị đăng ký hộ kinh doanh, Thông báo thay đổi nội dung đăng ký hộ kinh doanh. Cơ quan đăng ký kinh doanh cấp huyện ghi nhận thông tin về ngành, nghề kinh doanh trên Giấy chứng nhận đăng ký hộ kinh doanh.

2. Hộ kinh doanh được quyền kinh doanh ngành, nghề kinh doanh có điều kiện kể từ khi có đủ điều kiện theo quy định của pháp luật và phải bảo đảm đáp ứng các điều kiện đó trong suốt quá trình hoạt động. Việc quản lý nhà nước đối với ngành, nghề kinh doanh có điều kiện và kiểm tra việc chấp hành điều kiện kinh doanh của hộ kinh doanh thuộc thẩm quyền của cơ quan chuyên ngành theo quy định của pháp luật chuyên ngành.

3. Trường hợp cơ quan đăng ký kinh doanh cấp huyện nhận được văn bản của cơ quan có thẩm quyền về việc hộ kinh doanh kinh doanh ngành, nghề kinh doanh có điều kiện nhưng không đáp ứng đủ điều kiện theo quy định của pháp luật, cơ quan đăng ký kinh doanh cấp huyện ra Thông báo yêu cầu hộ kinh doanh tạm ngừng kinh doanh ngành, nghề kinh doanh có điều kiện, đồng thời thông báo cho cơ quan nhà nước có thẩm quyền để xử lý theo quy định của pháp luật.

Điều 75. Đăng ký thay đổi nội dung đăng ký hộ kinh doanh

1. Khi thay đổi nội dung đăng ký hộ kinh doanh, hộ kinh doanh thông báo nội dung thay đổi với cơ quan đăng ký kinh doanh cấp huyện nơi đã đăng ký theo trình tự, thủ tục như sau:

a) Hộ kinh doanh gửi Thông báo thay đổi nội dung đăng ký hộ kinh doanh đến cơ quan đăng ký kinh doanh cấp huyện nơi đã đăng ký.

b) Khi tiếp nhận hồ sơ, cơ quan đăng ký kinh doanh cấp huyện trao Giấy biên nhận và cấp Giấy chứng nhận đăng ký hộ kinh doanh cho hộ kinh doanh trong thời hạn 03 ngày làm việc, kể từ ngày nhận được hồ sơ hợp lệ; trường hợp hồ sơ chưa hợp lệ hoặc tên hộ kinh doanh yêu cầu đăng ký không đúng theo quy định, cơ quan đăng ký kinh doanh cấp huyện thông báo rõ nội dung cần sửa đổi, bổ sung bằng văn bản cho hộ kinh doanh trong thời hạn 03 ngày làm việc, kể từ ngày tiếp nhận hồ sơ.

c) Khi được cấp Giấy chứng nhận đăng ký hộ kinh doanh mới trong trường hợp đăng ký thay đổi nội dung đăng ký hộ kinh doanh, hộ kinh doanh phải nộp lại Giấy chứng nhận đăng ký hộ kinh doanh cũ.

2. Trường hợp hộ kinh doanh chuyển địa chỉ sang quận, huyện, thị xã, thành phố thuộc tỉnh khác nơi hộ kinh doanh đã đăng ký, hộ kinh doanh gửi thông báo về việc chuyển địa chỉ đến cơ quan đăng ký kinh doanh cấp huyện nơi dự định đặt địa chỉ mới. Kèm theo thông báo phải có bản sao hợp lệ biên bản họp nhóm cá nhân về việc đăng ký thay đổi địa chỉ đối với trường hợp hộ kinh doanh do một nhóm cá nhân thành lập và bản sao hợp lệ Thẻ căn cước công dân hoặc Chứng minh nhân dân hoặc Hộ chiếu còn hiệu lực của các cá nhân tham gia hộ kinh doanh hoặc người đại diện hộ gia đình.

Trong thời hạn 5 ngày làm việc kể từ ngày cấp Giấy chứng nhận đăng ký hộ kinh doanh trong trường hợp đăng ký thay đổi địa chỉ cho hộ kinh doanh, cơ quan đăng ký kinh doanh cấp huyện nơi hộ kinh doanh đặt địa chỉ mới phải thông báo đến cơ quan đăng ký kinh doanh nơi trước đây hộ kinh doanh đã đăng ký.

Điều 76. Tạm ngừng kinh doanh của hộ kinh doanh

1. Trường hợp tạm ngừng kinh doanh từ 30 ngày trở lên, hộ kinh doanh phải thông báo với cơ quan đăng ký kinh doanh cấp huyện nơi đã đăng ký kinh doanh và cơ quan thuế trực tiếp quản lý. Thời gian tạm ngừng kinh doanh không được quá 01 năm.

2. Hộ kinh doanh tạm ngừng kinh doanh gửi thông báo bằng văn bản cho cơ quan đăng ký kinh doanh cấp huyện nơi hộ kinh doanh đã đăng ký ít nhất 15 ngày trước khi tạm ngừng kinh doanh. Cơ quan đăng ký kinh doanh cấp huyện trao Giấy biên nhận hồ sơ cho người nộp hồ sơ sau khi tiếp nhận thông báo tạm ngừng kinh doanh của hộ kinh doanh. Trong thời hạn 03 ngày làm việc, kể từ ngày nhận được hồ sơ hợp lệ, cơ quan đăng ký kinh doanh cấp huyện cấp Giấy xác nhận về việc hộ kinh doanh đăng ký tạm ngừng kinh doanh cho hộ kinh doanh.

Điều 77. Chấm dứt hoạt động hộ kinh doanh

Khi chấm dứt hoạt động kinh doanh, hộ kinh doanh phải gửi Thông báo về việc chấm dứt hoạt động và nộp lại bản gốc Giấy chứng nhận đăng ký hộ kinh doanh cho cơ quan đăng ký kinh doanh cấp huyện nơi đã đăng ký, đồng thời thanh toán đầy đủ các khoản nợ, gồm cả nợ thuế và nghĩa vụ tài chính chưa thực hiện.

Điều 78. Thu hồi Giấy chứng nhận đăng ký hộ kinh doanh

1. Hộ kinh doanh bị thu hồi Giấy chứng nhận đăng ký hộ kinh doanh trong các trường hợp sau:

a) Nội dung kê khai trong hồ sơ đăng ký hộ kinh doanh là giả mạo;

b) Không tiến hành hoạt động kinh doanh trong thời hạn 06 tháng, kể từ ngày được cấp Giấy chứng nhận đăng ký hộ kinh doanh;

c) Ngừng hoạt động kinh doanh quá 06 tháng liên tục mà không thông báo với cơ quan đăng ký kinh doanh cấp huyện nơi đăng ký;

d) Kinh doanh ngành, nghề bị cấm;

đ) Hộ kinh doanh do những người không được quyền thành lập hộ kinh doanh thành lập;

e) Không báo cáo về tình hình kinh doanh của hộ kinh doanh theo quy định tại Khoản 4 Điều 15 Nghị định này.

2. Trường hợp nội dung kê khai trong hồ sơ đăng ký hộ kinh doanh là giả mạo, cơ quan đăng ký kinh doanh cấp huyện ra thông báo về hành vi vi phạm của hộ kinh doanh và ra quyết định thu hồi Giấy chứng nhận đăng ký hộ kinh doanh.

Trường hợp hồ sơ đăng ký thay đổi nội dung đăng ký hộ kinh doanh là giả mạo thì cơ quan đăng ký kinh doanh cấp huyện ra thông báo về hành vi vi phạm của hộ kinh doanh và hủy bỏ những thay đổi trong nội dung đăng ký hộ kinh doanh được thực hiện trên cơ sở các thông tin giả mạo và khôi phục lại Giấy chứng nhận đăng ký hộ kinh doanh được cấp trên cơ sở hồ sơ hợp lệ gần nhất, đồng thời thông báo với cơ quan có thẩm quyền để xử lý theo quy định của pháp luật.

3. Trường hợp hộ kinh doanh không tiến hành hoạt động kinh doanh trong thời hạn 06 tháng, kể từ ngày được cấp Giấy chứng nhận đăng ký hộ kinh doanh hoặc ngừng hoạt động kinh doanh quá 06 tháng liên tục mà không thông báo với cơ quan đăng ký kinh doanh cấp huyện nơi đăng ký hoặc không báo cáo về tình hình kinh doanh theo quy định tại Khoản 4 Điều 15 Nghị định này thì cơ quan đăng ký kinh doanh cấp huyện thông báo bằng văn bản về hành vi vi phạm và yêu cầu đại diện hộ kinh doanh đến cơ quan đăng ký kinh doanh cấp huyện để giải trình. Sau thời hạn 10 ngày làm việc, kể từ ngày kết thúc thời hạn ghi trong thông báo mà người được yêu cầu không đến báo cáo thì cơ quan đăng ký kinh doanh cấp huyện ra quyết định thu hồi Giấy chứng nhận đăng ký hộ kinh doanh.

4. Trường hợp hộ kinh doanh kinh doanh ngành, nghề bị cấm thì cơ quan đăng ký kinh doanh cấp huyện ra Thông báo về hành vi vi phạm và ra Quyết định thu hồi Giấy chứng nhận đăng ký hộ kinh doanh.

5. Trường hợp hộ kinh doanh được thành lập bởi những người không được quyền thành lập hộ kinh doanh thì:

a) Nếu hộ kinh doanh do một cá nhân thành lập và cá nhân đó không được quyền thành lập hộ kinh doanh thì cơ quan đăng ký kinh doanh cấp huyện ra Thông báo về hành vi vi phạm và ban hành Quyết định thu hồi Giấy chứng nhận đăng ký hộ kinh doanh.

b) Nếu hộ kinh doanh do một nhóm cá nhân thành lập và một trong số cá nhân đó không được quyền thành lập hộ kinh doanh thì cơ quan đăng ký kinh doanh cấp huyện ra Thông báo về hành vi vi phạm và yêu cầu hộ kinh doanh đăng ký thay đổi cá nhân đó trong thời hạn 15 ngày làm việc, kể từ ngày thông báo. Nếu quá thời hạn trên mà hộ kinh doanh không đăng ký thay đổi thì cơ quan đăng ký kinh doanh cấp huyện ra Thông báo về hành vi vi phạm và ra Quyết định thu hồi Giấy chứng nhận đăng ký hộ kinh doanh.

Điều 79. Cấp lại Giấy chứng nhận đăng ký hộ kinh doanh

1. Trường hợp Giấy chứng nhận đăng ký hộ kinh doanh bị mất, cháy, rách, nát hoặc bị tiêu hủy dưới hình thức khác, hộ kinh doanh có thể gửi Giấy đề nghị cấp lại Giấy chứng nhận đăng ký hộ kinh doanh đến cơ quan đăng ký kinh doanh cấp huyện nơi đã cấp Giấy chứng nhận đăng ký hộ kinh doanh cho hộ kinh doanh.

Cơ quan đăng ký kinh doanh cấp huyện nhận Giấy đề nghị cấp lại Giấy chứng nhận đăng ký hộ kinh doanh và xem xét cấp lại Giấy chứng nhận đăng ký hộ kinh doanh trong thời hạn 03 ngày làm việc, kể từ ngày nhận được Giấy đề nghị cấp lại Giấy chứng nhận đăng ký hộ kinh doanh.

2. Trường hợp Giấy chứng nhận đăng ký hộ kinh doanh được cấp không đúng hồ sơ, trình tự, thủ tục theo quy định, cơ quan đăng ký kinh doanh cấp huyện gửi thông báo yêu cầu hộ kinh doanh hoàn chỉnh và nộp hồ sơ hợp lệ theo quy định trong thời hạn 30 ngày, kể từ ngày gửi thông báo để được xem xét cấp lại Giấy chứng nhận đăng ký hộ kinh doanh. Cơ quan đăng ký kinh doanh cấp huyện thực hiện cấp lại Giấy chứng nhận đăng ký hộ kinh doanh trong thời hạn 03 ngày làm việc, kể từ ngày nhận được hồ sơ hợp lệ của hộ kinh doanh.

3. Trường hợp hộ kinh doanh được cấp Giấy chứng nhận đăng ký hộ kinh doanh mới thì Giấy chứng nhận đăng ký hộ kinh doanh của các lần trước đó không còn hiệu lực.

Chương IX

ĐIỀU KHOẢN THI HÀNH

Điều 80. Xử lý vi phạm, khen thưởng

1. Cán bộ, công chức yêu cầu người thành lập doanh nghiệp nộp thêm các giấy tờ, đặt thêm các thủ tục, điều kiện đăng ký doanh nghiệp trái với Nghị định này; có hành vi gây khó khăn, phiền hà đối với tổ chức, cá nhân trong khi giải quyết việc đăng ký doanh nghiệp, trong kiểm tra các nội dung đăng ký doanh nghiệp thì bị xử lý theo quy định của pháp luật.

2. Cơ quan đăng ký kinh doanh, cán bộ làm công tác đăng ký doanh nghiệp hoàn thành tốt nhiệm vụ được giao được khen thưởng theo quy định.

Điều 81. Điều khoản chuyển tiếp

1. Bộ Kế hoạch và Đầu tư hướng dẫn việc chuyển đổi dữ liệu về đăng ký doanh nghiệp tại các Phòng Đăng ký kinh doanh, cơ quan đăng ký đầu tư sang Cơ sở dữ liệu quốc gia về đăng ký doanh nghiệp.

2. Thông tin trong Giấy chứng nhận đăng ký kinh doanh, Giấy chứng nhận đăng ký kinh doanh và đăng ký thuế lưu giữ tại tất cả các Phòng Đăng ký kinh doanh và thông tin về nội dung đăng ký kinh doanh trong Giấy phép đầu tư hoặc Giấy chứng nhận đầu tư (đồng thời là Giấy chứng nhận đăng ký kinh doanh) đều phải được chuyển đổi vào Hệ thống thông tin quốc gia về đăng ký doanh nghiệp.

3. Các thông tin đăng ký tại Phòng Đăng ký kinh doanh và thông tin đăng ký tại cơ quan đăng ký đầu tư là thông tin gốc về doanh nghiệp khi quá trình chuyển đổi dữ liệu được thực hiện.

4. Doanh nghiệp đã được cấp Giấy chứng nhận đăng ký doanh nghiệp, Giấy chứng nhận đăng ký kinh doanh hoặc Giấy chứng nhận đăng ký kinh doanh và đăng ký thuế hoặc Giấy phép đầu tư hoặc Giấy chứng nhận đầu tư (đồng thời là Giấy chứng nhận đăng ký kinh doanh) trước ngày Nghị định này có hiệu lực thi hành được tiếp tục hoạt động theo nội dung các giấy chứng nhận nêu trên và không bắt buộc phải thực hiện thủ tục đổi sang Giấy chứng nhận đăng ký doanh nghiệp. Doanh nghiệp được cấp Giấy chứng nhận đăng ký doanh nghiệp theo mẫu mới khi đăng ký thay đổi nội dung đăng ký doanh nghiệp.

5. Trường hợp doanh nghiệp có nhu cầu đổi Giấy chứng nhận đăng ký kinh doanh hoặc Giấy chứng nhận đăng ký kinh doanh và đăng ký thuế sang Giấy chứng nhận đăng ký doanh nghiệp nhưng không thay đổi nội dung đăng ký kinh doanh và đăng ký thuế, doanh nghiệp nộp giấy đề nghị kèm theo bản chính Giấy chứng nhận đăng ký kinh doanh và bản chính Giấy chứng nhận đăng ký thuế hoặc bản chính Giấy chứng nhận đăng ký kinh doanh và đăng ký thuế tại Phòng Đăng ký kinh doanh để được cấp Giấy chứng nhận đăng ký doanh nghiệp.

6. Trường hợp doanh nghiệp có nhu cầu được cấp Giấy chứng nhận đăng ký doanh nghiệp thay thế cho nội dung đăng ký kinh doanh trong Giấy phép đầu tư hoặc Giấy chứng nhận đầu tư (đồng thời là Giấy chứng nhận đăng ký kinh doanh) nhưng không thay đổi nội dung đăng ký kinh doanh, doanh nghiệp nộp giấy đề nghị kèm theo bản sao hợp lệ Giấy phép đầu tư hoặc bản sao hợp lệ Giấy chứng nhận đầu tư (đồng thời là Giấy chứng nhận đăng ký kinh doanh) và bản sao hợp lệ Giấy chứng nhận đăng ký thuế để được cấp Giấy chứng nhận đăng ký doanh nghiệp.

Điều 82. Hiệu lực thi hành

1. Nghị định này có hiệu lực thi hành kể từ ngày 01 tháng 11 năm 2015.

2. Nghị định này thay thế Nghị định số 43/2010/NĐ-CP ngày 15 tháng 4 năm 2010 của Chính phủ về đăng ký doanh nghiệp và Nghị định số 05/2013/NĐ-CP ngày 09 tháng 01 năm 2013 của Chính phủ sửa đổi, bổ sung một số điều quy định về thủ tục hành chính của Nghị định số 43/2010/NĐ-CP.

Điều 83. Trách nhiệm thi hành

Các Bộ trưởng, Thủ trưởng cơ quan ngang Bộ, Thủ trưởng cơ quan thuộc Chính phủ, Chủ tịch Ủy ban nhân dân các tỉnh, thành phố trực thuộc Trung ương và các đối tượng áp dụng của Nghị định chịu trách nhiệm thi hành Nghị định này./.