Circular No. 04/2016/TT-BKHDT dated May 17, 2016 of the Ministry of Planning and Investment on the forms for social enterprise registration under the Government’s Decree No. 96/2015/ND-CP detailing a number of articles of the Law on Enterprises

THE MINISTRY OF PLANNING AND INVESTMENT

Circular No.04/2016/TT-BKHDT dated May 17, 2016 of the Ministry of Planning and Investment on the forms for social enterprise registration under the Government’s Decree No. 96/2015/ND-CP detailing a number of articles of the Law on Enterprises

Pursuant to the Law No. 67/2014/QH13 on enterprises dated November 26, 2014;

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

Pursuant to the Government’s Decree No. 116/2008/ND-CP on functions, tasks, entitlement and the organizational structure of the Ministry of Planning and Investment dated November 14, 2008;

At requests of the Director of the Central Institute for Economic Management, the Minister of Planning and Investment hereby issues this Circular providing forms for social enterprise registration under the Government’s Decree No.96/2015/ND-CP dated October 19, 2015 detailing a number of articles of the Law on Enterprises.

Article 1. Scope of adjustment and subject of application

1.This Circular details forms for social enterprise registration under the Government’s Decree No.96/2015/ND-CP detailing a number of articles of the Law on Enterprises dated October 19, 2015 (hereinafter referred to as Decree No.96/2015/ND-CP).

2.This Circular applies to enterprises, organizations, authorities and individuals specified in clause 2, Article 1 of the Decree No.96/2015/ND-CP.

Article 2. Forms for social enterprise registration

This Circular is issued together with the following forms:

a) Form 1: Statement of commitments tofulfillsocial and environmentalobjectives;

b) Form 2: Notice ofadjustments tosocial and environmental commitments

c) Form 3: Notice of termination of social and environmental commitments;

d) Form 4: Notice of receipt ofsponsorship/aid;

e) Form 5: Notice ofadjustments to sponsorship/aid;

f) Form 6: Environmental Impact AssessmentReport.

Article 3. Implementation organizations

1.This Circular takes effect on July 01, 2016.

2.Any issue arising in the course of implementation of this Circular should be promptly reported to the Ministry of Planning and Investment./.

The Minister

Nguyen Chi Dung

Form 1

STATEMENT OF COMMITMENTS TO FULFILL SOCIAL AND ENVIRONMENTAL OBJECTIVES

To: Business Registration Office of...........[province]

b) Name of enterprise(upper case:………………………………………………………….

[Note: leave it bank if the statement is attached with the application for enterprise registration].

We, the undersigned, have read and are fully aware of rights and obligations of the enterprise owners, members, shareholders and social enterprises under the Law on Enterprises and guidance documents. We hereby commit ourselves to fulfill the social and environmental objectives as follows:

1.Social and environmental objectives and measures:

[Note: The enterprise may either fillin this section inthis Statement or madeitin a separate writing and enclose it with this Statement].

2.Time limits for fulfillment of social and environmental objectives.

[Note: tick one of two options] .

□Indefinite

□ …………..year(s) from ……………[date]

3.  Annual retained earnings for re-investment.

[Note: Under clause 1, Article 10 of the Law on Enterprises, the annual retained earnings must be at least 51% of the total annual profit].

The amount of enterprise’s annual retained earnings: ………..% of the total profit (if the enterprise is profitable.)

4.Rules for processing of unused aid/sponsorship as the enterprise is dissolved or the Statement of Commitments expires (if the enterprise receives aid/sponsorship).

[Note: The enterprise may or may not fill in this section.

However, it is noticed that:

In case of termination of the Statement of Commitments, the unused property or aid/sponsorship shall be returned to the sponsor or shall be transferred to other social enterprises or organizations that have similar social and environmental objectives under clause 2, Article 6 of the Decree No.96/2015/ND-CP detailing the implementation of the Law on Enterprises;

In case the enterprise is dissolved, the unused property or aid/sponsorship shall be returned to the sponsor or shall be transferred to other social enterprises or organizations that have similar social and environmental objectives under clause 2, Article 6 of the Decree No.96/2015/ND-CPdetailing the implementation of the Law on Enterprise under clause 3, Article 8 of the Decree No. 96/2015/ND-CP detailing the implementation of the Law on Enterprises.

5.Signature

[Note: If this Statement of Commitments is attached with the application for social enterprise registration, the following persons shall sign their name on the Statement]

a. For private enterprises : the enterprise’s owner

b. For partnership: members of the partnership

c. For limited liability companies:

-Members, if it is individuals

-Legal representatives or authorized representatives, if it is organizations.

d. For joint-stock companies:

-Founding shareholder(s), if the founding shareholder is an individual; and other individual shareholders, if they agree with the commitments and express their willingness to sign this Statement of Commitments; or

-Legal representatives or authorized representatives, if the founding shareholder is an organization. Legal representatives or authorized representatives of other shareholders that are organizations, if they agree with the commitments and express their willingness to sign this Statement of Commitments.

[Note: If this Statement is submitted after the enterprise is registered and corporate , the following persons shall sign and write their full name on the Statement]

a. For private enterprises : the enterprise’s owner

b. For partnership, limited liability companies and joint-stock companies : legal representatives

6.Attached documents

[Note: If this Statement of Commitments is submitted after the enterprise is incorporated, the following documents shall be submitted]

□Decisions on approval for above-mentioned commitments.

□Valid copies of minutes of meetings about aforesaid commitments of the Member Assembly  (for limited liability companies of at least 02 members) or the enterprise s owners or Member Assembly or the President (for single-member limited liability companies) or the Shareholder General Assembly (for joint-stock companies), and partnership members (for partnerships).

Form 2

NOTICE OF ADJUSTMENTS TO COMMITMENTS TO FULFILL SOCIAL AND ENVIRONMENTAL OBJECTIVES

To: Business Registration Office of...........[province]

Name of enterprise (uppercase):…………………………………………………

We, the undersigned, have read and are fully aware of rights and obligations of enterprise owners, members, shareholders and social enterprises under the Law on Enterprises and guidance documents. We hereby apply for adjustments to our commitments to fulfill the social and environmental objectives as follows:

[Note:  Fill in sections where the adjustment is made; otherwise, it shall be left bank]

1.Social and environmental objectives and measures:

2.Time limits for fulfillment of social and environmental objectives

3.The amount of retained earnings for re-investment

[Note:  Under clause 1, Article 10 of the Law on Enterprises, the annual retained earnings must be at least 51% of the total annual profit]  

4.Rules for processing of unused aid/sponsorship as the enterprise is dissolved or the Statement of Commitments expires (if the enterprise receives aid/sponsorship)

[Note: The enterprise may or may not fill in this section.

However, it is noticed that:

In case of termination of the Statement of Commitments, the unused property or aid/sponsorship shall be returned to the sponsor or shall be transferred to other social enterprises or organizations that have similar social and environmental objectives under clause 2, Article 6 of the Decree No.96/2015/ND-CP detailing the implementation of the Law on Enterprises;

In case the enterprise is dissolved, the unused property or aid/sponsorship shall be returned to the sponsor or shall be transferred to other social enterprises or organizations that have similar social and environmental objectives under clause 2, Article 6 of the Decree No.96/2015/ND-CP detailing the implementation of the Law on Enterprise under clause 3, Article 8 of the Decree No. 96/2015/ND-CP detailing the implementation of the Law on Enterprises.]

5.Signature

[Note: the following persons shall sign and write their full name on this notice]

a. For private enterprises : the enterprise’s owner

b. For partnership, limited liability companies and joint-stock companies : legal representatives

6.Attached documents

[Note:  the enterprise shall submit the following documents]

□Decisions on approval for above-mentioned commitments.

□Valid copies of minutes of meetings of the Member Assembly  (for limited liability companies of at least 02 members) or the enterprise s owners or Member Assembly or the President (for single-member limited liability companies) or the Shareholder General Assembly (for joint-stock companies), and partnership members (for partnerships).

Form 3

NOTICE OF TERMINATION OF SOCIAL AND ENVIRONMENTAL COMMITMENTS

To: Business Registration Office of...........[province]

1.Name of enterprise(uppercase):…………………………………………………

3.We, the undersigned, have read and are fully aware of rights and obligations of enterprise owners, members, shareholders and social enterprises  under the Law on Enterprises and guidance documents. We hereby declare to terminate the social and environmental commitments as follows:

……………………………………………………………………………………………………………….

……………………………………………………………………………………………………………….

……………………………………………………………………………………………………………….

4.Signature
[Note: the following persons shall sign and write their full name on this notice]

a. For private enterprises : the enterprise’s owner

b. For partnership, limited liability companies and joint-stock companies : legal representatives

5.Attached documents

[Note:  the enterprise shall submit the following documents]

□Decision(s) on termination of social and environmental commitments.

□Valid copies of minutes of meetings of the Member Assembly  (for limited liability companies of at least 02 members) or the enterprise s owners or Member Assembly or the President (for single-member limited liability companies) or the Shareholder General Assembly (for joint-stock companies), and partnership members (for partnerships).

□Relevant decision(s) of State competent authorities(if any)

□Copies of agreements on allocation of unused property and aid/sponsorship (if the enterprise receives aid/sponsorship)

Form 4

NOTICE OF RECEIPT OF AID/SPONSORSHIP

To: Business Registration Office of...........[province]

Name of enterprise(uppercase):…………………………………………………

Hereby notify that we has received the aid/sponsorship as follows:

1.  Information on sponsor(s) that are individuals:

Full name: ………………………………………………….……………………………………………

Nationality: ………………………………………………….……………………………………………

ID/Passport No: ………………………………………………….………………………………………

Permanent residential address: ………………………………………………….……………………

2.Information on sponsoring organizations:

Name of sponsoring organization: ………………………………………………….……………………………………

Enterprise ID number/ Establishment Decision No  :.....................................................................................................................  …………………………………………………..

Headquarters address: ……………………………………………………………

Sponsoring organization s representatives:

Full name: ………………………………………………….………………………………………

Nationality: ………………………………………………….………………………………………

ID/Passport No: ………………………………………………….……………………………….

Permanent residential address: ………………………………………………….………………

3.Types of property, value and forms of sponsorship:

…………………………………………………………………………………………………………….

4.Purposes and rules for aid/sponsorship spending (if any)):

…………………………………………………………………………………………………………….

5.Date of spending [forenterprises receive aid/sponsorship]

…………………………………………………………………………………………………………….

6.Signature [The following person shall sign and write their full name]

a. For private enterprises : the enterprise’s owner

b. For partnership, limited liability companies and joint-stock companies : legal representatives

7.Attached documents

[Note:  the enterprise shall submit the following documents]

□Copies of sponsorship agreements

□Decisions on receipt of aid/sponsorship (if any).

□Other documents[if any, specify name of documents]:…………………………………………………………..

Form 5

NOTICE OF AID/SPONSORSHIP ADJUSTMENTS

To: Business Registration Office of...........[province][

Name of enterprise(uppercase):…………………………………………………

We hereby notify adjustments to the receipt of sponsorship/aid as follows:

1.  Information on the sponsor that is an individual:

Full name: ………………………………………………….……………………………………………

Nationality: ………………………………………………….……………………………………………

ID/Passport No: ………………………………………………….……………………………………..

Permanent residential address: ………………………………………………….……………………

2.Information on the sponsoring organization:

Name of sponsoring organization: ………………………………………………….……………………………………

Enterprise ID number/ Establishment Decision No  :.....................................................................................................................  

Headquarters address: ………………………………………………….………….

Sponsoring organization s representative(s):

Full name: ………………………………………………….…………………………

Nationality: ………………………………………………….…………………………

ID/Passport No: ………………………………………………….……………………

Permanent residential address: ………………………………………………….…

3.Adjustments to types of property, value and form of sponsorship

…………………………………………………………………………………………………………….

4.Adjustments to purposes and rules for aid/sponsorship spending (if any):

…………………………………………………………………………………………………………….

5.Changes in date of aid/sponsorship spending(if any)

…………………………………………………………………………………………………………….

6.Signature[The following person shall sign and write their full name on this notice.]

a. For private enterprises : the enterprise’s owner

b. For partnership, limited liability companies and joint-stock companies : legal representatives

7.Attached documents

[Note:  the enterprise shall submit the following documents]

□Copies of sponsorship agreements ( for adjustments in point 3, 4 and 5 hereof)

□Decisions on receipt of aid/sponsorship(if any).

□Other documents [if any, specify name of document].……………………………………………………..

Form 6

ENVIRONMENTAL IMPACT ASSESSMENT REPORT
(For social enterprises)

To: Business Registration Office of...........[province]

b) Name of enterprise(upper case):..........................................................................................................

We hereby report our achievements in social and environmental objectives in..........[year] as follows:

1.Achievements and  degree of completion of social and environmental objectives

2.Receipt and allocation of sponsorship/aid:

a) The total amount of received aid/sponsorship (by December 31, .....[year], accumulated over year(s):.....................VND)

B) The total amount of aid/sponsorship spent(by December 31, .....[year], accumulated over year(s):.....................VND).

The total amount of received aid/sponsorship (in ......[ year]):...............VND

The total amount of aid/sponsorship spent (in ...... [year]):...............VND

3.The amount of retained earnings for re-investment

Total amount of retained earnings used for re-investment....................VND, accounting for..................% of the total profit

4.Signature[The following person shall sign and write their full name on this report]

a. For private enterprises : the enterprise’s owner

b. For partnership, limited liability companies and joint-stock companies : legal representatives.