Circular No. 02/2019/TT-BKHDT dated January 08, 2019 of the Ministry of Planning and Investment on amending and supplementing a number of articles of the Ministry of Planning and Investment’s Circular No. 20/2015/TT-BKHDT of December 1, 2015, guiding enterprise registration

CIRCULAR

Amending and supplementing a number of articles of the Ministry of Planning and Investment’s Circular No. 20/2015/TT-BKHDT of December 1, 2015, guiding enterprise registration^[1]

Pursuant to the November 26, 2014 Law on Enterprises;

Pursuant to the November 29, 2006 Law on Tax Administration;

Pursuant to the November 20, 2012 Law Amending and Supplementing a Number of Articles of the Law on Tax Administration;

Pursuant to the June 12, 2017 Law on Support for Small- and Medium-Sized Enterprises;

Pursuant to the Government’s Decree No. 78/2015/ND-CP of September 14, 2015, on enterprise registration;

Pursuant to the Government’s Decree No. 108/2018/ND-CP of August 23, 2018, amending and supplementing a number of articles of the Government’s Decree No. 78/2015/ND-CP of September 14, 2015, on enterprise registration;

Pursuant to the Government’s Decree No. 96/2015/ND-CP of October 19, 2015, detailing a number of articles of the Law on Enterprises;

Pursuant to the Government’s Decree No. 86/2017/ND-CP of July 25, 2017, defining the functions, tasks, powers and organizational structure of the Ministry of Planning and Investment;

At the proposal of the Director of the Enterprise Registration Management Department,

The Minister of Planning and Investment promulgates the Circular amending and supplementing a number of articles of the Ministry of Planning and Investment’s Circular No. 20/2015/TT-BKHDT of December 1, 2015, guiding enterprise registration.

Article 1.To amend and supplement a number of articles of the Ministry of Planning and Investment’s Circular No. 20/2015/TT-BKHDT of December 1, 2015, guiding enterprise registration

1. To amend Article 2 as follows:

“Article 2. Promulgation and use of forms for registration of enterprises and business households

1. To promulgate together with this Circular forms for registration of enterprises and business households.

2. Forms promulgated together with this Circular shall be uniformly used nationwide and replace the forms promulgated together with the Ministry of Planning and Investment’s Circular No. 20/2015/TT-BKHDT of December 2015, guiding enterprise registration.”

2. To amend Article 4 as follows:

“Article 4. Enterprise registration dossiers for enterprises that adopt decisions by collection of written opinions

When the Members’ Council of a limited liability company or the Shareholders’ General Meeting of a joint-stock company adopts a decision by collection of written opinions in accordance with the Law on Enterprises, the minutes of the meeting in an enterprise registration dossier prescribed in Decree No. 78/2015/ND-CP and Decree No. 108/2018/ND-CP may be replaced by the vote counting record made by the Members’ Council of the limited liability company or the vote counting record made by the Shareholders’ General Meeting of the joint-stock company.

3. To amend Clause 1, Article 5 as follows:

“1. In case of a change in information about founding shareholders of a joint-stock company, the company shall notify such change to the business registration section of the locality where its head office is based under Clause 16, Article 1 of Decree No. 108/2018/ND-CP. Changes in information about founding shareholders may only be made for unlisted joint-stock companies.”

4. To amend Clause 3, Article 6 as follows:

“3. Re-grant of an operation registration certificate of a branch or representative office or a business location registration certificate must comply with Article 58 of Decree No. 78/2015/ND-CP and Clause 18, Article 1 of Decree No. 108/2018/ND-CP.”

5. To amend Clauses 3, 4, 5 and 7, Article 8 as follows:

“3. In case of registration or notification of a change in enterprise registration contents, business suspension or resumption ahead of the notified schedule, enterprise dissolution or notification of seal specimen, an enterprise shall submit its dossier to the business registration section of the locality where its head office is based. The dossier must comprise the relevant documents specified in Decree No. 78/2015/ND-CP and Decree No. 108/2018/ND-CP, and other papers specified in Clause 1 of this Article.”

“4. In case of operation registration, registration of a change in operation registration contents of a branch or representative office, business suspension or resumption ahead of the notified schedule, business termination, notification of seal specimen of a branch or representative office, an enterprise shall submit its dossier to the business registration section of the locality where its branch or representative office is based. The dossier must comprise the relevant documents specified in Decree No. 78/2015/ND-CP and Decree No. 108/2018/ND-CP and a written request for addition and updating of operation registration information, made according to the form provided in Appendix II-19 to this Circular.

For a branch operating under an investment certificate, in addition to the aforesaid documents, a dossier must also have a valid copy of its investment certificate and a valid copy of its tax registration certificate.”.

“5. In case of registration for establishment, a change in business registration contents, operation suspension or resumption ahead of the notified schedule, termination of operation of a business location, an enterprise shall submit its dossier to the business registration section of the locality where its head office is based. The dossier must comprise the relevant documents specified in Decree No. 78/2015/ND-CP and Decree No. 108/2018/ND-CP and a written request for addition and updating of operation registration information, made according to the form provided in Appendix II-19 to this Circular.”

“7. After receiving a dossier of an enterprise, a business registration section shall issue a receipt, check the validity of the dossier and grant an enterprise registration certificate, operation registration certificate or certification of change in enterprise registration contents and other certifications as prescribed in Decree No. 78/2015/ND-CP and Decree No. 108/2018/ND-CP.”

6. To amend Article 14 as follows:

“Article 14.Correction of information in the national enterprise registration database in case an enterprise registration certificate or an accepted dossier for enterprise registration is improperly made under regulations or information filled in the enterprise registration dossier is untruthful or inaccurate

1. If finding that an accepted enterprise registration dossier is improperly made under regulations, the business registration section shall settle the case under Clause 2, Article 58 of Decree No. 78/2015/ND-CP. Based on a valid and complete dossier submitted by an enterprise, a business registration section shall correct information in the national enterprise registration database before re-granting an enterprise registration certificate or a certification of change in enterprise registration contents.

2. In case information filled in an enterprise registration dossier is untruthful or inaccurate, a business registration section shall settle the case under Clause 18, Article 1 of Decree No. 108/2018/ND-CP. Based on a valid and complete dossier submitted by an enterprise, a business registration section shall correct information in the national enterprise registration database before re-granting an enterprise registration certificate or a certification of change in enterprise registration contents.”

7. To amend Point b, Clause 1 of Article 18 as follows:

“b/ Past the time limit prescribed at Point a, Clause 1 of this Article, if a business registration section does not receive any feedback from an enterprise, it shall request the enterprise to send a report as prescribed at Point c, Clause 1, Article 209 of the Law on Enterprises. If the enterprise fails to send such report under Point c, Clause 1, Article 209 of the Law on Enterprises, the business registration section shall revoke the enterprise registration certificate according to the order and procedure prescribed in Clause 20, Article 1 of Decree No. 108/2018/ND-CP.”

Article 2.Responsibility for implementation organization

Provincial-level Planning and Investment Departments, district-level business registration agencies, enterprises established under the Law on Enterprises, enterprise founders, business households and related organizations and individuals shall implement this Circular.

Article 3.Implementation provisions

1. This Circular takes effect on March 11, 2019.

2. Any problems arising in the course of implementation should be reported to the Ministry of Planning and Investment for study, amendment and supplementation.- 

Minister of Planning and Investment
NGUYEN CHI DUNG