Decree No. 88/2006/ND-CP on Business Registration

DECREE

On business registration

THE GOVERNMENT

Pursuant to the Law on Organization of the Government dated December 25, 2001;

Pursuant to the Enterprise Law dated November 29, 2005;

Considering the proposal of the Minister of Planning and Investment.

DECREE:

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Decree stipulates in detail the business registration authority and the documents, procedures, and processes for business registration and changes to business registration content for enterprises operating under the Enterprise Law and individual households.

Article 2. Applicability

This Decree applies to the following subjects:

1. Domestic organizations and individuals; foreign organizations and individuals shall conduct business registration in accordance with the provisions of the Enterprise Law;

2. Other organizations and individuals related to business registration.

Article 3. Right to establish enterprises and obligation to register businesses of enterprise founders

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

2. The founder of an enterprise has the obligation to carry out business registration in accordance with this Decree and relevant legal normative documents.

3. Strictly prohibited are the business registration authorities and other agencies from causing inconvenience to organizations and individuals during the receipt of registration documents and the processing of business registration and changes to business registration content.

4. Ministries, ministerial-level agencies, People's Councils, and People's Committees at all levels shall not issue regulations on business registration applicable only to their respective sectors or localities.

5. The founder of an enterprise must bear legal responsibility for the legality, truthfulness, and accuracy of the information declared in the business registration documents.

Article 4. Business Registration Certificate

1. The Business Registration Certificate is issued to enterprises operating under the Enterprise Law and individual households.

2. The content of the Business Registration Certificate, as prescribed in Article 25 of the Enterprise Law, is recorded based on the information in the business registration documents declared by the enterprise founder and for which they bear legal responsibility. The model of the Business Registration Certificate is defined by the Ministry of Planning and Investment and uniformly applied throughout the country.

3. Enterprises that have been issued a Business Registration Certificate before the effectiveness of this Decree do not need to exchange it for a new one and will be issued a new Business Registration Certificate when registering changes to business registration content.

4. The Business Registration Certificate issued by the business registration authority is valid nationwide.

Article 5. Business Sectors and Trades

1. The industry and trade in the Business Registration Certificate are recorded according to the National Economic Industry Classification System, except for prohibited industries and trades.

2. For industries and trades not included in the National Economic Industry Classification System but specified in other legal normative documents, the industries and trades in the Business Registration Certificate are recorded according to those specified in such documents.

3. For industries and trades not included in the National Economic Industry Classification System and not specified in other legal normative documents, the business registration authority may record such industries and trades in the Business Registration Certificate while simultaneously notifying the Ministry of Planning and Investment and the General Statistics Office to supplement new codes.

4. For industries and trades requiring a professional practice certificate, each individual may only use one such certificate to register for business in one enterprise.

5. Industries and trades with conditions are prescribed in Laws, Ordinances, or Government Decrees. Strictly prohibited is the issuance and regulation beyond authority regarding industries and trades with conditions.

Chapter II

TASKS AND LIMITATIONS OF THE BUSINESS REGISTRATION AUTHORITY

AND STATE MANAGEMENT ON BUSINESS REGISTRATION

Article 6. Business Registration Authorities

1. Business registration authorities shall be organized at the provincial level (hereinafter referred to as the provincial level) and at the district level (hereinafter referred to as the district level), including:

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

In particular, Hanoi City and Ho Chi Minh City may establish one or two additional provincial business registration authorities and number them sequentially. The establishment of additional provincial business registration authorities shall be decided by the People's Committee of the city.

b) At the district level: Establish a Business Registration Office in districts, towns, and cities directly under provinces where the average number of newly registered households and cooperatives exceeds 500 over the past two years.

Where a district-level Business Registration Office is not established, the Financial and Planning Office shall perform the business registration tasks stipulated in Article 8 of this Decree (hereinafter referred to as the district-level business registration authority) and have its own seal for performing these tasks.

2. The Provincial Business Registration Office and the District Business Registration Office shall have their own accounts and seals.

3. The People's Committee at the provincial level shall coordinate with the Management Board of economic zones established by the Prime Minister (hereinafter referred to as the economic zone) to establish a Business Registration Office within the economic zone.

Article 7. Duties, powers, and responsibilities of the Provincial Business Registration Office

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

2. Coordinate in building, managing, and operating the business registration information system within the local area; provide business registration information within the local area to the People's Committee at the provincial level, the local Tax Bureau, relevant agencies, and the Small and Medium Enterprise Development Agency under the Ministry of Planning and Investment on a regular basis, and to organizations and individuals upon request.

3. Require enterprises to report business conditions as prescribed in point c, Clause 1, Article 163 of the Enterprise Law; urge enterprises to comply with the annual reporting system.

4. Directly inspect or request competent state agencies to inspect enterprises based on the contents in the business registration files; guide enterprises and enterprise founders regarding the procedures and formalities for business registration.

5. Require enterprises to suspend operations in conditional business activities when it is found that enterprises do not meet the required conditions as stipulated by law.

6. Revoke the Business Registration Certificate from enterprises in cases prescribed in Clause 2, Article 165 of the Enterprise Law.

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

Article 8. Duties, powers, and responsibilities of the district-level business registration authority

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

2. Coordinate in building, managing, and operating the information system on individual household operations within the local area; regularly report to the People's Committee at the district level, the Provincial Business Registration Office, and the local tax office about individual households, enterprises, branches, representative offices, and business locations within the area.

3. Directly inspect individual households based on the contents in the business registration files within the local area; cooperate with competent state agencies to inspect enterprises; verify the business registration contents of enterprises, branches, and representative offices within the local area upon request of the Provincial Business Registration Office.

4. Require individual households to report business conditions when necessary.

5. Require individual households to suspend operations in conditional business activities when it is found that they do not meet the required conditions as stipulated by law.

6. Revoke the Business Registration Certificate from individual households in cases prescribed in Article 47 of this Decree.

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

Article 9. State Management of Business Registration

1. Tasks, powers, and responsibilities of the Ministry of Planning and Investment.

a) Issuing or submitting to competent authorities for issuance normative legal documents on business registration, professional guidance documents, forms, reporting systems serving business registration work;

b) Training and enhancing business registration skills for staff involved in business registration;

c) Organizing the construction and management of a national information system on business registration; building a national database on business registration to support business registration operations, collecting, storing, and processing business registration information nationwide; providing business registration information to relevant government agencies and organizations or individuals with requests;

d) Leading and coordinating with the Ministry of Home Affairs to establish standards for business registration staff and management positions within the business registration system;

đ) Issuing the Enterprise Information Sheet to implement announcements of establishment, changes in business registration content, branch establishment, representative office establishment, dissolution, bankruptcy, and violations by enterprises nationwide;

e) International cooperation in the field of business registration.

2. The Ministry of Home Affairs leads and coordinates with the Ministry of Planning and Investment to guide organizational structures and staffing of provincial and district-level business registration agencies and Business Registration Departments in economic zones.

3. The Ministry of Finance leads and coordinates with the Ministry of Planning and Investment to guide the collection and use of fees for business registration, changes in business registration content, branch establishment, representative office establishment, and business locations.

4. The Ministry of Public Security, within its functions and tasks, coordinates with relevant ministries and sectors to guide the determination of the identity of enterprise founders and managers.

5. Ministries, ministerial-level agencies, and government-affiliated agencies, within their functions and tasks, are responsible for guiding industries and professions requiring conditions and the conditions for operating those industries and professions.

6. Provincial People's Committees and municipal people's committees under the central government shall manage state affairs related to business registration in accordance with points b and d, Clause 3, Article 162 of the Enterprise Law.

Chapter III

NAME OF ENTERPRISE

Article 10. Enterprise Name

1. An enterprise name must be written in Vietnamese, may include numbers and symbols, be pronounceable, and must contain the following two components:

a) The first component: Type of enterprise, including: limited liability company, which can be abbreviated as TNHH; joint-stock company, which can be abbreviated as CP; partnership, which can be abbreviated as HD; private enterprise, which can be abbreviated as TN;

b) The second component: The specific name of the enterprise;

Foreign-invested enterprises may use a foreign language registered name as part or all of the specific name of the enterprise.

2. Enterprises may use industry, profession, investment form, or other auxiliary elements in the specific name of the enterprise if they have registered for that industry or profession or implemented investment in that form. When they no longer engage in that industry or profession or implement that investment form, the enterprise must register to change its name.

3. If the specific name of the enterprise uses descriptive elements indicating origin or quality of goods or services, it must be confirmed by the competent state management agency.

Article 11. Prohibitions on Naming Enterprises

1. It is not allowed to name an enterprise with a name that is identical or confusingly similar to the name of another registered enterprise within the province or centrally administered city. This provision does not apply to enterprises whose business registration certificates have been revoked.

2. It is not permitted to use the names of state agencies, people's armed forces units, political organizations, or socio-political organizations as part of or all of the specific name of an enterprise, except where there is approval from such agency, unit, or organization.

3. It is prohibited to use words or symbols that violate historical traditions, cultural values, ethics, and national customs, or the names of prominent figures for naming enterprises.

4. It is not allowed to use the trade name of another organization or individual that has been registered for protection to form part of the specific name of an enterprise, except with the consent of the owner of the trade name. The enterprise must bear legal responsibility if it violates this provision. If the enterprise's name infringes upon laws protecting industrial property rights for trade names, the enterprise with the infringing name must register to change its name.

Article 12. Identical Names and Confusingly Similar Names

1. An identical name occurs when the name of the enterprise applying for registration is written and read in Vietnamese completely identical to the name of a registered enterprise.

2. The following cases are considered to cause confusion with the names of other enterprises:

a) The Vietnamese name of the enterprise applying for registration is read similarly to the name of a registered enterprise;

b) The Vietnamese name of the enterprise applying for registration differs from the name of a registered enterprise only by the symbol "&", the symbol "-", or the word "and";

c) The abbreviation of the name of the enterprise applying for registration is identical to the abbreviation of the name of another registered enterprise;

d) The foreign language name of the enterprise applying for registration is identical to the foreign language name of another registered enterprise;

đ) The specific name of the enterprise applying for registration differs from the specific name of a registered enterprise by one or more natural numbers, serial numbers, or one or more Vietnamese letters (A, B, C, ...) immediately following the specific name of the enterprise, except in the case where the enterprise applying for registration is a subsidiary of the registered enterprise;

e) The specific name of the enterprise applying for registration differs from the specific name of a registered enterprise by the word "tân" immediately preceding, or "mới" immediately following the name of the registered enterprise;

g) The specific name of the enterprise applying for registration differs from the specific name of a registered enterprise only by the terms "miền Bắc", "miền Nam", "miền Trung", "miền Tây", "miền Đông", or similar terms; except in the case where the enterprise applying for registration is a subsidiary of the registered enterprise;

h) The specific name of the enterprise is identical to the specific name of a registered enterprise.

Article 13. Other Issues Related to Naming Enterprises

1. Enterprises that registered before this Decree takes effect and have names that are identical or confusingly similar to the names of other enterprises according to Article 12 of this Decree are not required to register to change their names. Encouragement and facilitation are provided for enterprises with identical or confusingly similar names to negotiate among themselves to register to change their enterprise names.

2. Based on the provisions of Articles 31, 32, 33, and 34 of the Enterprise Law and the provisions of this Chapter, the business registration authority has the right to refuse approval of the proposed name for registration of an enterprise, and the decision of the business registration authority is final.

3. Prior to registering the name of an enterprise, the enterprise should refer to the names of existing companies kept at the Provincial Business Registration Office where the enterprise intends to establish its principal office.

Chapter IV

REGISTRATION DOCUMENTS, PROCEDURES, AND PROCEDURES FOR ENTERPRISE BUSINESS REGISTRATION

OF BRANCHES, REPRESENTATIVE OFFICES

REGISTRATION PROCEDURE

Article 14. Business registration dossier for a private enterprise

1. A business registration application form established according to the model prescribed by the Ministry of Planning and Investment.

2. A certified copy of one of the lawful personal identification documents of the owner of the private enterprise as stipulated in Article 18 of this Decree.

3. A confirmation document of the statutory capital issued by the competent authority for enterprises operating in industries or professions that must have statutory capital under the provisions of the law.

4. A certified copy of the practice certificate of the Director (General Director) and other individuals as stipulated in Clause 13, Article 4 of the Enterprise Law for private enterprises operating in industries or professions that must have a practice certificate.

Article 15. Business registration dossier for a limited liability company with two or more shareholders, a joint-stock company, and a partnership

1. A business registration application form established according to the model prescribed by the Ministry of Planning and Investment.

2. The draft Company Charter. The draft charter must be signed by all general partners for a partnership; by the legal representative, shareholders, or authorized representatives for a limited liability company with two or more shareholders; by the legal representative, founding shareholders, or authorized representatives of founding shareholders for a joint-stock company.

3. A list of shareholders of a limited liability company with two or more shareholders and a partnership, and a list of founding shareholders of a joint-stock company established according to the model prescribed by the Ministry of Planning and Investment. Accompanying the shareholder list or founding shareholder list must be:

a) A certified copy of one of the lawful personal identification documents as stipulated in Article 18 of this Decree for individual founding shareholders or founding shareholders;

b) A certified copy of the Decision on Establishment, Business Registration Certificate, or equivalent document, the Charter, or equivalent document, and a certified copy of one of the lawful personal identification documents as stipulated in Article 18 of this Decree of the authorized representative and the authorization decision for corporate founding shareholders or founding shareholders.

4. A confirmation document of the statutory capital issued by the competent authority for companies operating in industries or professions that must have statutory capital under the provisions of the law.

5. A certified copy of the practice certificate of the general partners for a partnership, of the Director (General Director), and other individuals as stipulated in Clause 13, Article 4 of the Enterprise Law for a limited liability company with two or more shareholders and a joint-stock company if the company operates in industries or professions that must have a practice certificate.

Article 16. Business registration dossier for a single-member limited liability company

1. A business registration application form established according to the model prescribed by the Ministry of Planning and Investment.

2. A draft Company Charter fully signed by the owner of the company and the legal representative of the company.

3. A certified copy of one of the lawful personal identification documents as stipulated in Article 18 of this Decree for an individual owner of the company, or a Decision on Establishment, Business Registration Certificate, or equivalent document, the Charter, or equivalent document for an organizational owner of the company (except when the owner of the company is the State).

4. A list of authorized representatives for a single-member limited liability company managed according to the provisions of Clause 3, Article 67 of the Enterprise Law established according to the model prescribed by the Ministry of Planning and Investment. Accompanying this list must be a certified copy of one of the lawful personal identification documents as stipulated in Article 18 of this Decree for each authorized representative.

A certified copy of one of the lawful personal identification documents as stipulated in Article 18 of this Decree of the authorized representative for a single-member limited liability company managed according to the provisions of Clause 4, Article 67 of the Enterprise Law.

5. An authorization document from the owner to the authorized person for cases where the owner of the company is an organization.

6. A confirmation document of the statutory capital issued by the competent authority for companies operating in industries or professions that must have statutory capital under the provisions of the law.

7. A certified copy of the practice certificate of the Director (General Director) and other individuals as stipulated in Clause 13, Article 4 of the Enterprise Law for companies operating in industries or professions that must have a practice certificate.

Article 17. Business registration files for companies established on the basis of division, separation, merger, conversion, and for receiving companies in mergers.

1. In the case of dividing a limited liability company or a joint-stock company into several companies of the same type, in addition to the documents specified in Articles 15 and 16 of this Decree, the business registration file must include the decision to divide the company as stipulated in Article 150 of the Enterprise Law, the minutes of the meeting of the Board of Members for a limited liability company with two or more members, the minutes of the meeting of the General Meeting of Shareholders for a joint-stock company regarding the division of the company, and a valid copy of the Business Registration Certificate of the company.

2. In the case of separating a limited liability company or a joint-stock company to establish one or several new companies of the same type, in addition to the documents specified in Articles 15 and 16 of this Decree, the business registration file of the separated company must include the decision to separate the company as stipulated in Article 151 of the Enterprise Law, the minutes of the meeting of the Board of Members for a limited liability company with two or more members, the minutes of the meeting of the General Meeting of Shareholders for a joint-stock company regarding the separation of the company, and a valid copy of the Business Registration Certificate of the company.

3. In the case of merging several companies of the same type into a new company, in addition to the documents specified in Articles 15 and 16 of this Decree, the business registration file must include the company merger contract as stipulated in Article 152 of the Enterprise Law, the minutes of the meeting of the Board of Members for a limited liability company with two or more members, the minutes of the meeting of the General Meeting of Shareholders for a joint-stock company, and a valid copy of the Business Registration Certificate of the merged companies.

4. In the case of merging one or several companies of the same type into another company, in addition to the documents specified in Chapter V of this Decree, the business registration file of the receiving company must also include the merger contract as stipulated in Article 153 of the Enterprise Law, the minutes of the meeting of the Board of Members for a limited liability company with two or more members, the minutes of the meeting of the General Meeting of Shareholders for a joint-stock company, and a valid copy of the Business Registration Certificate of the receiving company and the companies being merged.

5. In the case of converting a limited liability company into a joint-stock company or vice versa, in addition to the documents specified in Article 15 of this Decree, the business registration file of the converted company must include the decision to convert as stipulated in Article 154 of the Enterprise Law, the minutes of the meeting of the Board of Members for a limited liability company with two or more members, the minutes of the meeting of the General Meeting of Shareholders for a joint-stock company regarding the conversion of the company, and a valid copy of the Business Registration Certificate of the company.

When receiving the new Business Registration Certificate, the enterprise must return the original old Business Registration Certificate.

The announcement of the establishment of a new enterprise simultaneously with the announcement of the cessation of operations of the old enterprise, as well as the resolution of related rights and obligations.

Article 18. Personal identification documents in the business registration file

1. Valid identity card or passport for Vietnamese citizens residing in Vietnam.

2. One of the following valid documents for Vietnamese citizens residing abroad:

a) Vietnamese passport;

b) Foreign passport (or a document substituting for a foreign passport) and one of the following valid documents:

- Certificate of Vietnamese nationality;

- Certificate of loss of Vietnamese nationality;

- Certificate of citizen registration;

- Certificate of Vietnamese origin;

- Certificate of having Vietnamese origin;

- Certificate of having Vietnamese kinship;

- Other documents as prescribed by law.

3. Permanent residence card issued by the competent authority of Vietnam and valid passport for foreigners permanently residing in Vietnam.

4. Valid passport for foreigners not permanently residing in Vietnam.

Article 19. Acceptance of Business Registration Documents

1. The person establishing the enterprise or the authorized representative shall submit the complete business registration documents as prescribed in this Decree to the Provincial Business Registration Office where the enterprise's main office is located.

2. Founding members, founding shareholders, company owners, individual business owners, general partners, and the legal representatives of enterprises jointly bear responsibility for the accuracy, truthfulness, and legality of the content of the business registration documents.

3. Upon receiving the documents, the Business Registration Office must provide a receipt acknowledging the submission of the documents to the submitter. The Business Registration Office is responsible for the validity of the documents according to Clause 3, Article 4 of the Enterprise Law, but does not bear responsibility for any violations of the law committed by the enterprise after business registration.

Article 20. Time Limit for Issuing the Business Registration Certificate

1. Within ten working days from the date of receiving valid documents, the Provincial Business Registration Office shall issue the Business Registration Certificate to the enterprise.

2. If the Business Registration Certificate is not issued within ten working days or if the submitter does not receive a notification requesting amendments or supplements to the business registration documents, the person establishing the enterprise has the right to lodge a complaint in accordance with the law on complaints and denunciations.

3. The legal representative of the enterprise shall sign directly on the Business Registration Certificate at the business registration authority.

Article 21. Issuance of the Business Registration Certificate

1. An enterprise shall be issued a Business Registration Certificate when it meets all conditions stipulated in Article 24 of the Enterprise Law.

2. In cases where the documents are not valid or the enterprise name is not established in accordance with regulations, the Business Registration Office must notify the person establishing the enterprise in writing about the required amendments or supplements within ten working days from the date of receiving the documents.

3. From the date of issuance of the Business Registration Certificate, the enterprise has the right to engage in business activities, except for businesses that require specific conditions.

Article 22. Provision of Information on Business Registration Content

1. Information in the business registration documents retained at the business registration authority has legal value equivalent to original information.

2. On the second week of each month, the Provincial Business Registration Office shall send a list along with detailed information about enterprises that have registered for business, changed business registration content, dissolved, or declared bankrupt in the previous month to the Ministry of Planning and Investment, tax authorities, statistical agencies, economic technical sector management agencies at the same level, district-level business registration authorities, and People's Committees of communes, wards, and towns where the enterprises' main offices are located.

Article 23. Business Registration Fees

The business registration fee is determined based on the number of industries and trades registered for business.

The basis for calculating the number of industries and trades registered for business to collect the business registration fee is the fourth-level industry in the National Economic Industry Classification System.

Article 24. Registration of Branch Operations, Representative Offices, and Business Locations

1. Documents for registering branch operations and representative offices:

Within ten working days from the date of deciding to establish a branch or representative office, the enterprise must notify the establishment of the branch or representative office to the Provincial Business Registration Office where the branch or representative office is located. The notification includes:

a) Name and main office address of the enterprise;

b) The industries and trades of the enterprise;

c) The proposed name of the branch or representative office. The name of the branch or representative office must include the enterprise name, followed by the term "Branch" for branch registration, and the term "Representative Office" for representative office registration;

d) The address of the branch or representative office headquarters;

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

e) Name, place of residence, identification number of the citizen's identity card or passport or other legally recognized personal identification as prescribed in Article 18 of this Decree of the head of the branch or representative office;

g) Name, signature of the enterprise's legal representative.

Accompanying the notification specified in this clause, there must be:

- A copy of the Enterprise's Business Registration Certificate;

- A copy of the Company Charter for limited liability companies, joint-stock companies, and partnerships;

- A written decision and a copy of the meeting minutes of the Board of Members for limited liability companies with two or more members, of the company owner or the Board of Members or the Chairman of the company for a single-member limited liability company, of the Board of Directors for joint-stock companies, and of the partners for partnerships regarding the establishment of branches or representative offices;

- A copy of the valid appointment decision for the head of the branch or representative office.

For branches engaged in industries and trades requiring a practice certificate, they must also provide a valid copy of the practice certificate of the head or deputy head of the branch.

If the branch or representative office is established in the province or centrally-administered city where the enterprise's main office is located, the enterprise does not need to submit copies of the Business Registration Certificate of the enterprise or the Company Charter in the registration documents.

2. Notification of Business Location:

The business location of the enterprise may be outside the registered main office address. In such cases, the business location of the enterprise can be set up in the province or centrally-administered city where the enterprise's main office is located or where a branch is located. Within ten working days from the date of deciding to establish a business location, the enterprise must notify the location of the business location to the Provincial Business Registration Office. The notification includes:

a) The name and address of the enterprise's main office, and the name and address of the branch (if the business location is under a branch);

b) The name and address of the business location. The name of the business location must include the enterprise name, followed by the organizational form of the business location;

c) The field of activity of the business location;

d) Surname, given name, place of residence, identification number of Identity Card or Passport or other lawful personal identification as prescribed in Article 18 of this Decree of the head of the business location;

đ) Surname, given name, signature of the legal representative of the enterprise.

3. Within 7 (seven) working days from the date of receiving a valid application, the Provincial Business Registration Department shall issue a Certificate of Branch Operation or Representative Office Operation, or supplement the business location into the Enterprise's Business Registration Certificate or Branch Operation Certificate.

4. In case an enterprise establishes a branch or representative office in another province/city where the main office is not located, within 7 (seven) working days from the date of issuance of the Certificate of Branch Operation or Representative Office Operation, the enterprise must notify in writing to the Provincial Business Registration Department where the main office is located for supplementation into the business registration file and issuance of a new Business Registration Certificate.

5. The establishment of branches or representative offices abroad by enterprises shall be carried out in accordance with the laws of that country.

Within 10 (ten) working days from the official opening date of the branch or representative office abroad, the enterprise must notify in writing to the Business Registration Department where the enterprise has registered its business. Attached to the notification must be a certified copy of the Certificate of Branch Operation or Representative Office Operation or equivalent document to supplement into the business registration file and issuance of a new Business Registration Certificate.

Chapter V

REGISTRATION DOCUMENTS, PROCEDURES, AND PROCEDURES FOR ENTERPRISE BUSINESS REGISTRATION

REGARDING THE CASE OF SUPPLEMENTATION AND CHANGE OF BUSINESS REGISTRATION CONTENT

BUSINESS REGISTRATION

Article 25. Supplemental and Change Registration of Business Fields

1. Within 10 (ten) working days from the date of decision to supplement or change business fields, the enterprise must send a notification to the Business Registration Department where the enterprise has registered its business. The content of the notification includes:

a) Name, main office address, business registration certificate number and issuance date of the enterprise;

b) Business fields to be supplemented or changed;

c) Surname, given name, signature of the legal representative of the enterprise.

In cases where the supplementary or changed business field requires a minimum capital, there must also be a confirmation document of the minimum capital issued by the competent authority.

In cases where the supplementary or changed business field requires a professional practice certificate, there must also be a certified copy of the professional practice certificate of the General Director (Managing Director) and other management positions of the enterprise as stipulated in Clause 13, Article 4 of the Enterprise Law.

Attached to the notification must be a written decision and a certified 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; a decision of the sole owner for a limited liability company with one member and a decision of the individual business owner regarding the supplementation or change of business fields. The decisions and meeting minutes must clearly record the changes made to the Company Charter.

2. Upon receipt of the notification, the Business Registration Department shall issue a receipt and register the supplementation or change of business fields within 7 (seven) working days from the date of receiving a complete and valid application.

When receiving the new Business Registration Certificate, the enterprise must return the original Business Registration Certificate.

Article 26. Registration of Change of Principal Office Address of a Business.

1. When transferring the principal office address to another location within the province or centrally governed city, the business shall notify the Business Registration Agency where it has registered for business within ten (10) working days from the date of the decision to transfer the principal office address. The notification shall include:

a) Name, main office address, business registration certificate number and issuance date of the enterprise;

b) The proposed new principal office address;

c) Surname, given name, signature of the legal representative of the enterprise.

Attached with the notification must be the written decision and a 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; the decision of the sole owner for a single-member limited liability company; and the decision of the individual business owner regarding the change of the principal office address. The decision and meeting minutes must clearly state the amended contents of the Company Charter.

Upon receipt of the notification, the Business Registration Agency shall issue a receipt and register the change of the principal office address of the business within seven (7) working days from the date of receiving all valid documents.

When receiving the new Business Registration Certificate, the enterprise must return the original Business Registration Certificate.

2. When transferring the principal office address of the business to another province or centrally governed city, within ten (10) working days from the date of the decision to transfer the principal office address, the business shall notify the Business Registration Agency at the intended new principal office location. The notification shall include:

a) The name, principal office address, registration number, date, and place of issuance of the Business Registration Certificate of the business;

b) The proposed new principal office address;

c) The full name, identification card number, passport number, or other lawful personal identification as stipulated in Article 18 of this Decree, permanent residence address, and signature of the legal representative of the business.

Accompanying the notification sent to the Business Registration Agency at the intended new principal office location, there must be a copy of the amended Company Charter for a limited liability company, a list of members for a limited liability company with two or more members, a list of authorized representatives for a single-member limited liability company managed according to Clause 3 of Article 67 of the Enterprise Law, a list of founding shareholders for a joint-stock company, and a list of general partners for a partnership; the written decision and a 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; the decision of the sole owner for a single-member limited liability company; and the decision of the individual business owner.

Upon receipt of the notification, the Business Registration Agency at the intended new principal office location shall issue a receipt, register the change of the principal office address, and reissue the Business Registration Certificate to the business within seven (7) working days from the date of receiving all valid documents, provided that the business name does not contravene the regulations on naming businesses.

Upon receiving the new Business Registration Certificate, the business must return the original Business Registration Certificate to the Business Registration Agency at the new principal office location.

Within seven (7) working days from the date of reissuing the Business Registration Certificate to the business, the Business Registration Agency at the new principal office location must send a copy of the new Business Registration Certificate to the Business Registration Agency at the previous business registration location.

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

Article 27. Registration for Changing the Name of a Business

1. Within 10 (ten) working days from the date of the decision to change the name, the business shall notify the Business Registration Office that issued the Business Registration Certificate to the business. The notification shall include:

a) Current name, main office address, number and date of issuance of the Business Registration Certificate of the business;

b) Proposed new name.

c) Surname, given name, signature of the legal representative of the enterprise.

Attached to the notification must be the written decision and a 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' General Meeting for a joint-stock company, and of the general partners for a partnership; the decision of the sole owner of a limited liability company with one member; and the decision of the individual business owner regarding the change of the business name. The decision and meeting minutes must clearly state the amended contents of the Company Charter.

2. Upon receipt of the notification, the Business Registration Office shall issue a receipt and register the change of the business name within 7 (seven) working days from the date of receiving all valid documents, provided that the proposed new name does not contravene the regulations on naming businesses.

When receiving the new Business Registration Certificate, the enterprise must return the original Business Registration Certificate.

3. The change of the business name does not affect the rights and obligations of the business.

Article 28. Registration for Changing the General Partner

In the case where a partnership accepts a new general partner, terminates the status of a general partner according to Clauses 1, 2, and 3 of Article 138 of the Enterprise Law, then within 10 (ten) working days from the date of the decision to change the general partner, the partnership shall notify the Business Registration Office where the partnership has registered its business. The notification shall include:

1. Name, main office address, number and date of issuance of the Business Registration Certificate of the partnership;

2. Full name, identification card number or passport number or other lawful personal identification as stipulated in Article 18 of this Decree, permanent residence 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. Amended contents of the Company Charter.

Upon receipt of the notification, the Business Registration Office shall issue a receipt and register the change of the general partner within 7 (seven) working days from the date of receiving all valid documents.

When receiving the new Business Registration Certificate, the enterprise must return the original Business Registration Certificate.

Article 29. Registration for Changing the Legal Representative of a Limited Liability Company or Joint-Stock Company

In the case of changing the legal representative of a limited liability company or joint-stock company, within 10 (ten) working days from the date of the decision to change, the company shall notify the Business Registration Office where the company has registered its business. The notification shall include:

1. Name, main office address, number and date of issuance of the Business Registration Certificate of the partnership;

2. Full name, identification card number or passport number or other lawful personal identification as stipulated in Article 18 of this Decree, position, permanent residence address of the current legal representative of the company and of the person replacing the legal representative of the company;

3. Full name and signature of the Chairman of the Board of Members for a limited liability company with two or more members, of the sole owner of a limited liability company with one member, or of the Chairman of the Board of Directors for a joint-stock company. In the event that the Chairman of the Board of Members, Chairman of the company, or Chairman of the Board of Directors of the company flees from their place of residence, is under temporary detention, suffers from mental illness or other diseases that prevent them from recognizing or controlling themselves, or refuses to sign the company's notification, there must be the full name and signature of the members of the Board of Members, the sole owner of the company, or the members of the Board of Directors who have attended and voted in agreement on the change of the legal representative of the company.

Attached to the notification must be the written decision and a 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' General Meeting for a joint-stock company; and the decision of the sole owner of a limited liability company with one member regarding the change of the legal representative. The decision and meeting minutes of the Board of Members or Shareholders' General Meeting and the decision of the sole owner of the company must clearly state the amended contents of the Company Charter.

Upon receipt of the notification, the Business Registration Office shall issue a receipt and register the change of the legal representative of a limited liability company or joint-stock company within 7 (seven) working days from the date of receiving all valid documents.

When receiving the new Business Registration Certificate, the enterprise must return the original Business Registration Certificate.

Article 30. Registration of Changes to the Investment Capital of a Private Business Owner

Within 10 (ten) working days from the date of the decision to increase or decrease the registered investment capital, the private business owner must notify the change in capital to the Business Registration Office where the business has been registered for business. The notification shall include:

1. The name, main office address, registration number and issuance date of the Business Registration Certificate of the enterprise;

2. The business sectors and activities;

3. The level of registered investment capital, the level of changed registered capital, and the time of changing the investment capital.

4. Name, nationality, identification card number or passport number or other lawful personal identification as stipulated in Article 18 of this Decree, permanent residence address, and signature of the private business owner.

Upon receipt of the notification, the Business Registration Office shall issue a receipt and register the change in investment capital within 7 (seven) working days from the date of receiving complete valid documents.

When receiving the new Business Registration Certificate, the enterprise must return the original Business Registration Certificate.

Article 31. Registration of Changes to the Charter Capital of a Company

1. Within 7 (seven) working days from the date of the decision to increase or decrease the charter capital or to change the contribution ratio, the company shall send a notification to the Business Registration Office where the company has been registered for business. The notification shall include:

a) The name, main office address, registration number and issuance date of the Business Registration Certificate of the company;

b) Name, address, nationality, identification card number, passport number or other lawful personal identification as stipulated in Article 18 of this Decree, or establishment decision number, business registration number of each member for a limited liability company with two or more members, of the sole shareholder and the authorized representative for a single-member limited liability company, of the founding shareholders for a joint-stock company, of the general partners for a partnership;

c) The contribution ratio of each member for a limited liability company with two or more members or of each founding shareholder for a joint-stock company, the authorized ownership ratio of each authorized representative for a single-member limited liability company managed according to Clause 3 of Article 67 of the Enterprise Law;

d) The registered charter capital and the intended changed charter capital; the time and form of increasing or decreasing the capital;

đ) Name, nationality, identification card number or passport number or other lawful personal identification as stipulated in Article 18 of this Decree, permanent residence address, and signature of the company's legal representative or of the authorized general partner for a partnership and of the Chairman of the Board of Members for a limited liability company, of the Chairman of the Board of Directors for a joint-stock company.

Attached to the notification must be a written decision and a copy of the minutes of the meeting of the Board of Members for a limited liability company with two or more members, of the General Meeting of Shareholders for a joint-stock company; the decision of the company's sole shareholder for a single-member limited liability company regarding the change in the company's charter capital. The decision, minutes of the Board of Members' meeting or General Meeting of Shareholders, and the decision of the company's sole shareholder must clearly state the amendments made to the company's Articles of Association.

In the case of reducing the charter capital, the enterprise must commit to ensuring full payment of all debts and other property obligations after the reduction of capital, attached to the notification must also be the financial report of the company at the most recent period close to the date of the decision to reduce the charter capital. For companies with foreign ownership exceeding 50%, the financial report must be confirmed by an independent auditor.

Upon receipt of the notification, the Business Registration Office shall issue a receipt and register the increase or decrease in capital for the company within 10 (ten) working days from the date of receiving complete valid documents.

When receiving the new Business Registration Certificate, the enterprise must return the original Business Registration Certificate.

2. Do not register the reduction of the charter capital for a single-member limited liability company.

3. In the case of reducing the capital for enterprises operating in industries or businesses that require a minimum capital, the enterprise may only register the reduction of the charter capital if the level of registered capital after the reduction is not lower than the minimum capital requirement applicable to such industry or business.

Article 32. Registration of Changes to Founding Shareholders of Joint Stock Companies

1. Registration of changes to founding shareholders of joint stock companies as provided for in Clause 3, Article 84 of the Enterprise Law:

Within 10 (ten) working days from the date of the decision to change, the company shall send a notification to the Business Registration Office where the company has registered business. The content of the notification includes:

a) The name, main office address, registration number and issuance date of the Business Registration Certificate of the company;

b) Name, main office address, business registration certificate number or establishment decision for organizational founding shareholders or name, identity card number, passport number, or other lawful personal identification as stipulated in Article 18 of this Decree for individual founding shareholders who have not fulfilled their capital contribution commitment and the uncontributed capital portion of such shareholder;

c) Name, main office address, business registration certificate number or establishment decision for organizations or name, identity card number, passport number, or other lawful personal identification as stipulated in Article 18 of this Decree for individuals receiving additional contributions and the capital contribution amount after such contributions;

d) Name, identity card number, passport number, or other lawful personal identification as stipulated in Article 18 of this Decree and signature of the company's legal representative.

Attached with the notification must be a written decision and a copy of the meeting minutes of the General Meeting of Shareholders regarding the change of founding shareholders due to non-compliance with the capital contribution commitment; list of founding shareholders after the change. The decision and meeting 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 Office will issue a receipt and register the change of founding shareholders within 7 (seven) working days from the date of receipt of complete and valid documents.

When receiving the new Business Registration Certificate, the enterprise must return the original Business Registration Certificate.

2. Registration of changes to founding shareholders as provided for in Clause 5, Article 84 of the Enterprise Law

Within 10 (ten) working days from the date of the decision to change, the company shall send a notification to the Business Registration Office where the company has registered business. The content of the notification includes:

a) The name, main office address, registration number and issuance date of the Business Registration Certificate of the company;

b) Name, main office address, business registration number or establishment decision number for organizational founding shareholders or name, identity card number, passport number, or other lawful personal identification as stipulated in Article 18 of this Decree for individual founding shareholders; the contributed capital portion of the transferring party and the receiving party;

c) Name, identity card number, passport number, or other lawful personal identification as stipulated in Article 18 of this Decree and signature of the company's legal representative.

Attached with the notification must be a written decision and a copy of the meeting minutes of the General Meeting of Shareholders regarding the change of founding shareholders; list of founding shareholders after the change. The decision and meeting 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 Office will issue a receipt and register the change of founding shareholders within 7 (seven) working days from the date of receipt of complete and valid documents.

When receiving the new Business Registration Certificate, the enterprise must return the original Business Registration Certificate.

Article 33. Registration of Changes to Members of Limited Liability Companies with Two or More Members

1. In the case of accepting new members, within 10 (ten) working days from the date of the decision to change, the company shall send a notification to the Business Registration Office where the company has registered business. The content of the notification includes:

a) The name, main office address, registration number and issuance date of the Business Registration Certificate of the company;

b) Name, main office address for organizational members; name, nationality, identity card number, passport number, or other lawful personal identification as stipulated in Article 18 of this Decree for individual members; value of capital contribution, contribution portion, contribution time, type of contributed assets, quantity and value of each type of contributed asset of new members;

c) The changed capital contribution portion of existing members after accepting new members;

d) Registered capital of the company after accepting new members;

đ) Full name, signature of the legal representative of the company;

Attached with the notification must be a written decision and a copy of the meeting minutes of the Board of Members regarding the acceptance of new members, documents confirming the new member's capital contribution to the company. For foreign organizational members, a certified copy of the establishment permit or business registration certificate or equivalent documents must also be attached. For foreign individual members, a certified copy of the valid passport or other lawful personal identification as stipulated in Article 18 of this Decree must also be attached. The decision and meeting minutes of the Board of Members must clearly record the amended contents in the Company Charter.

Upon receipt of the notification, the Business Registration Office will issue a receipt and register the change of members and increase in registered capital within 7 (seven) working days from the date of receipt of complete and valid documents.

2. In the case of changing members through transfer of capital contribution portions, within 10 (ten) working days from the date of the decision to change, the company shall send a notification to the Business Registration Office where the company has registered business. The content of the notification includes:

a) Name, main office address, business registration certificate number and issuance date of the company,

b) Name, main office address for organizations or name, nationality, identity card number, passport number, or other lawful personal identification as stipulated in Article 18 of this Decree for individuals; the capital contribution portion of the transferring party and the receiving party;

c) Capital contribution portion of members after the transfer;

d) Transfer implementation date;

đ) Full name, signature of the legal representative of the company;

Attached with the notification must be a transfer agreement and documents certifying the completion of the transfer with confirmation from the company.

Upon receipt of the notification, the Business Registration Office will issue a receipt and register the change of members within 7 (seven) working days from the date of receipt of complete and valid documents.

3. In the case of changing members through inheritance, within 10 (ten) working days from the date of the decision to change, the company shall send a notification to the Business Registration Office where the company has registered business. The content of the notification includes:

a) The name, main office address, registration number and issuance date of the Business Registration Certificate of the company;

b) Name, identity card number, passport number, or other lawful personal identification as stipulated in Article 18 of this Decree, nationality, capital contribution portion left by the member for inheritance and of each inheritor;

c) Inheritance date;

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

Upon receipt of the notification, the Business Registration Office will issue a receipt and register the change of members within 7 (seven) working days from the date of receipt of complete and valid documents.

4. In the case of registering changes to members due to a member not fulfilling their capital contribution commitment as stipulated in Clause 3, Article 39 of the Enterprise Law, within ten (ten) working days from the date of the decision to change, the company must send a notification to the Business Registration Office where the company has registered business. The content of the notification includes:

a) The name, main office address, registration number and issuance date of the Business Registration Certificate of the company;

b) Name, main office address or full name, identification card number, passport number, or other lawful personal identification as prescribed in Article 18 of this Decree, nationality, and the portion of capital contributed by the member who did not fulfill the capital contribution commitment and the person receiving the supplementary capital contribution;

c) Full name and signature of the company's legal representative.

Attached to the notification must be a written decision and a copy of the minutes of the meeting of the Board of Members regarding the change of members due to non-compliance with the capital contribution commitment, and a list of remaining members of the company. The decision and the minutes of the Board of Members' meeting must clearly state the amended contents in the Company Charter.

Upon receipt of the notification, the Business Registration Office will issue a receipt and register the change of members within 7 (seven) working days from the date of receipt of complete and valid documents.

5. When receiving the new Certificate of Business Registration, the enterprise must return the original Certificate of Business Registration.

Article 34. Registration of Changes to Business Content and Activities Pursuant to Court Decisions

In cases where there are changes to business registration content or activities pursuant to court decisions, the enterprise must register such changes. The application for registration of changes, in addition to the documents prescribed in this Chapter, must include a certified true copy of the judgment or decision of the court that has taken legal effect.

Article 35. Right to Protest of Enterprises

After the time limit prescribed from the date of sending the supplementary or changed business registration content notification as stipulated in this Chapter to the Business Registration Office, if the enterprise does not receive supplementary or changed business registration content registration as prescribed or does not receive a notification requesting corrections or supplements to the business registration dossier from the Business Registration Office, then the enterprise has the right to protest according to the laws on protests and complaints.

Chapter VI

BUSINESS REGISTRATION FOR INDIVIDUAL HOUSEHOLDS

Article 36. Individual Households

1. An individual household is run by a Vietnamese citizen or a group of people or a family, can only register business at one location, employ no more than ten workers, does not have a seal, and bears responsibility with all of its assets for business activities.

2. Family households engaged in agricultural, forestry, fishery production, salt-making, and individuals selling street food, trinkets, itinerant trade, mobile services, and low-income services do not need to register business, except for those operating in industries or professions with conditions. The People's Committee of provinces and centrally governed cities shall specify the low-income threshold applicable within their jurisdiction. The low-income threshold shall not exceed the minimum taxable income level under tax laws.

3. An individual household using more than ten workers regularly must register business in the form of an enterprise.

Article 37. Right to Establish an Individual Household and Obligation to Register Business

1. Vietnamese citizens aged eighteen or older, having full legal capacity and full civil conduct capacity; family households have the right to establish an individual household and the obligation to register business as prescribed in this Chapter.

2. Individuals and family households as stipulated in Clause 1 of this Article may only register one individual household nationwide.

Article 38. Procedure and Formalities for Business Registration of Individual Households

1. An individual or representative of a household shall submit the Application for Business Registration of an Individual Household and attach a copy of their Identity Card to the Business Registration Authority at the district level where the business location is situated.

2. The contents of the Application for Business Registration of an Individual Household include:

a) Name of the individual household and address of the business location;

b) Trade and business activities;

c) Capital for business operations;

d) Full name, identity card number and date of issuance, residential address, and signature of the individual or household representative.

For trades and businesses that require a professional certificate, along with the documents specified in Clause 1 of this Article, a valid copy of the professional certificate of the individual or household representative must be attached.

For trades and businesses that require a statutory capital, along with the documents specified in Clause 1 of this Article, a valid copy of the document confirming the statutory capital issued by the competent authority must be attached.

3. Upon receiving the application, the Business Registration Authority at the district level shall issue a receipt and grant the Business Registration Certificate to the individual household within five working days from the date of receipt, provided that the following conditions are met:

a) The trade and business activities do not belong to the list of prohibited trades and businesses;

b) The proposed name of the individual household complies with the provisions of Article 42 of this Decree;

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

In case the application is not in compliance, within five working days from the date of receipt, the Business Registration Authority must notify in writing the individual household founder of the required amendments and supplements.

4. If, after five working days from the date of submitting the business registration application, the individual household does not receive the Business Registration Certificate or a notification requesting amendments and supplements to the application, they have the right to lodge a complaint according to the laws on complaints and denunciations.

5. On a regular basis, during the first week of each month, the Business Registration Authority at the district level shall send a list of registered individual households from the previous month to the Provincial Business Registration Department, the tax authority at the same level, and the relevant specialized department.

Article 39. Time of Business Operation

An individual household may commence business operations after being granted the Business Registration Certificate, except for cases involving trades and businesses requiring conditions.

Article 40. Business Location of Individual Households

For itinerant traders and mobile traders, they must select a fixed location for business registration. This location can be the place of permanent residence, temporary residence, or the most frequently used business location, or the location for purchasing transactions. Itinerant traders and mobile traders are permitted to conduct business outside the registered location but must inform the tax authority and market management agency at the registered headquarters and the location of business operations.

Article 41. Amendment of Business Registration Content

1. When changing the registered business content, the individual household shall notify the Business Registration Authority at the district level where the business was originally registered.

2. In cases of suspending business operations for thirty days or more, the individual household shall notify the Business Registration Authority at the district level where the business was originally registered and the directly managing tax authority. The suspension period cannot exceed one year.

3. Upon ceasing business operations, the individual household must return the original Business Registration Certificate to the Business Registration Authority at the district level where the business was originally registered and simultaneously settle all debts, including unpaid taxes and financial obligations.

Article 42. Naming a Business Household

1. A business household shall have a specific name. The name of a business household consists of two components as follows:

a) The first component: the type "Business Household";

b) The second component: the specific name of the business household.

The specific name must be written in Vietnamese, may include numbers and symbols, and must be pronounceable.

2. It is not allowed to use words or symbols that violate the historical traditions, culture, ethics, and customs of the nation when naming a specific business household.

3. The specific name of a business household shall not be identical with the specific name of another business household registered within the same district.

Chapter VII

PROCEDURE AND FORMALITIES FOR TEMPORARILY SUSPENDING BUSINESS OPERATIONS, ISSUING AGAIN, AND REVOKING THE BUSINESS REGISTRATION CERTIFICATE

REISSUE, REVOKING BUSINESS REGISTRATION CERTIFICATE

Article 43. Temporary Suspension of Business Operations

A business enterprise temporarily suspending its operations must notify in writing the Business Registration Office where the enterprise has registered its business operations and the tax authority at least 15 (fifteen) days before the suspension of operations. The notification content includes:

1. The name, main office address, number and date of issuance of the Business Registration Certificate of the enterprise.

2. The industry and business activities.

3. The period of temporary suspension of business operations, start date and end date of the suspension period. The period of temporary suspension of business operations recorded in the notification shall not exceed 1 (one) year. After the expiration of the notified period, if the enterprise continues to suspend its operations, it must notify the Business Registration Office again. The total time of temporary suspension of business operations shall not exceed 2 (two) years.

4. Reasons for the temporary suspension of business operations.

5. Name and signature of the legal representative of the enterprise.

Attached to the notification must be the decision and 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 General Shareholders' Meeting for a joint-stock company, and of the general partners for a partnership.

The Business Registration Office receives the notification and records it in the tracking book.

Article 44. Issuing Again the Business Registration Certificate

1. Issuing again the Business Registration Certificate in case of loss of the Business Registration Certificate.

a) When losing the Business Registration Certificate, the enterprise must report to the police agency where the Business Registration Certificate was lost, the Business Registration Office where the enterprise has registered its business operations, and announce on mass media three consecutive times.

b) After 30 (thirty) days from the date of announcement, if the enterprise cannot find the lost Business Registration Certificate, it requests the Business Registration Office that issued the Business Registration Certificate to the enterprise to issue again the Business Registration Certificate. The application file for issuing again includes:

- Application for reissuance of the Business Registration Certificate;

- Confirmation from the police agency regarding the report of the loss of the Business Registration Certificate by the enterprise;

- Documents from the newspaper or radio station about receiving the announcement of the loss of the Business Registration Certificate or the newspaper that published this announcement.

2. Issuing again the Business Registration Certificate in case the Business Registration Certificate is torn, damaged, burned, or destroyed in other forms.

In this case, the enterprise sends an application clearly stating the reason for requesting the reissue of the Business Registration Certificate to the Business Registration Office.

3. Upon receipt of the files as stipulated in paragraphs 1 and 2 of this Article, the Business Registration Office issues a receipt to the enterprise.

Within seven working days from the date of receiving complete valid files, the Business Registration Office reissues the Business Registration Certificate to the enterprise, clearly noting the reissue. The number of the reissued Business Registration Certificate is the same as the previously issued number.

4. The procedure for reissuing the Business Registration Certificate for branches and representative offices in cases of loss, tearing, damage, burning, or destruction in other forms is applied according to the provisions of paragraphs 1, 2, and 3 of this Article.

5. In cases where the Business Registration Certificate was issued without complying with the prescribed file, procedure, and formalities, the Business Registration Office must notify the enterprise to complete the file to be considered for reissuance or refuse to issue the Business Registration Certificate.

Article 45. Revocation of Business Registration Certificate

1. The cases for revoking the Business Registration Certificate are stipulated in Clause 2, Article 165 of the Enterprise Law.

2. The procedures and formalities for revoking the Business Registration Certificate in cases pursuant to the decision of the Court shall be carried out in accordance with the guidance of the competent state agency.

Article 46. Procedures and Formalities for Revoking the Business Registration Certificate

1. In the case where the Business Registration Department discovers that the information declared in the business registration dossier is false:

If the Business Registration Department discovers that the information declared in the new enterprise establishment registration dossier is false, it shall issue a notification regarding the violation committed by the enterprise and make a decision to revoke the Business Registration Certificate.

If the Business Registration Department discovers that the information declared in the business registration change dossier is false, it shall request the competent authority to impose administrative penalties on the violation in business registration; at the same time, cancel the changes in the business registration content based on false information.

2. In the case where the individual owner of a sole proprietorship, member of a limited liability company, founding shareholder of a joint-stock company, and general partner of a partnership who have registered belong to the category prohibited from establishing enterprises under Clause 2, Article 13 of the Enterprise Law:

a) For a sole proprietorship and a single-member limited liability company owned by an individual: The Business Registration Department where the enterprise has registered shall issue a notification regarding the violation and make a decision to revoke the Business Registration Certificate.

b) For a multi-member limited liability company, a single-member limited liability company owned by an organization, a joint-stock company, and a partnership: The Business Registration Department where the enterprise has registered shall issue a written notification requesting the enterprise to change members or shareholders belonging to the category not permitted to establish enterprises within thirty days from the date of the notification. If the enterprise does not register to change members or shareholders beyond this period, then the Business Registration Department shall issue a notification regarding the violation and make a decision to revoke the Business Registration Certificate.

3. In cases where the enterprise violates Points c, d, đ, and e of Clause 2, Article 165 of the Enterprise Law, the Business Registration Department shall issue a written notification regarding the violation and request the legal representative of the enterprise to come to the office of the Department to explain. After ten working days from the end of the deadline specified in the notification, if the person requested does not attend, the Business Registration Department shall make a decision to revoke the Business Registration Certificate.

4. In the case where the enterprise fails to submit reports as prescribed in Point g of Clause 2, Article 165 of the Enterprise Law, within ten working days from the end of the reporting deadline, the Business Registration Department shall send a written notification requesting the legal representative of the enterprise to come to the office of the Department to explain. After ten working days from the end of the deadline specified in the notification, if the person requested does not attend, the Business Registration Department shall issue a notification regarding the violation and make a decision to revoke the Business Registration Certificate.

5. In the case where the Business Registration Department discovers that the enterprise is operating in prohibited industries or professions, it shall issue a notification regarding the violation and make a decision to revoke the Business Registration Certificate, while also notifying relevant state agencies to handle according to the provisions of the law.

6. After receiving the Decision to Revoke the Business Registration Certificate, the enterprise shall carry out liquidation in accordance with Article 158 of the Enterprise Law. Six months from the date of the decision to revoke the Business Registration Certificate, if no liquidation dossier is received, the enterprise shall be deemed to have been liquidated and the Business Registration Department shall remove the enterprise's name from the Business Registration Book. In this case, the legal representative, all members of a limited liability company, the owner of a single-member limited liability company, the owner of a sole proprietorship, all members of the Board of Directors of a joint-stock company, and all general partners of a partnership shall jointly and severally be liable for outstanding debts and other property obligations.

Article 47. Cases for Revoking the Business Registration Certificate for Individual Households

The Business Registration Certificate of an individual household shall be revoked in the following cases:

1. Not commencing business activities within six months from the date of issuance of the Business Registration Certificate;

2. Ceasing business operations continuously for more than six months without notifying the district-level business registration authority where the business is registered;

3. Moving the place of business to another district or county;

4. Engaging in prohibited industries or trades.

Chapter VIII

IMPLEMENTING PROVISIONS

Article 48. Handling Violations and Awards

1. Civil servants requiring entrepreneurs to submit additional documents, impose additional procedures, or conditions for business registration contrary to this Decree, or causing difficulties and inconvenience to organizations or individuals during the process of business registration or while inspecting registered contents shall be handled according to the provisions of the law.

2. Civil servants refusing to issue a Business Registration Certificate to those who meet the required conditions or issuing it to those who do not meet the required conditions shall be handled according to the provisions of the law.

3. Business registration authorities and civil servants involved in business registration tasks that are completed satisfactorily shall be awarded according to the regulations.

Article 49. Effective Date

1. This Decree takes effect fifteen days from the date of publication in the Official Gazette; all previous provisions contrary to this Decree shall be abolished.

2. This Decree replaces Government Decree No. 109/2004/NĐ-CP dated April 2, 2004, on business registration.

Article 50. Responsibility for Implementation

Ministers, Heads of ministerial-level agencies, Heads of agencies under the Government, Chairpersons of People's Committees of provinces and centrally governed cities are responsible for implementing this Decree.

Ministers of Planning and Investment, Home Affairs, Finance, Justice, Public Security are responsible for guiding the implementation of this Decree./.