Circular 07/2019/TT-BKHDT amending Circular 03/2014/TT-BKHDT

CIRCULAR

Amending and supplementing a number of Articles of the Circular No. 03/2014/TT-BKHDT dated May 26, 2014 of the Ministry of Planning and Investment on providing guidance on the registration of cooperative and the reporting regime on the cooperative operation status

Pursuant to the Cooperative Law dated November 20, 2012;

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

Pursuant to the Law on amending and supplementing a number of Articles of the Law on Tax Administration dated November 20, 2012;

Pursuant to the Law on Credit Institutions dated June 16, 2010;

Pursuant to the Law on amending and supplementing a number of Articles of the Law on Law on Credit Institutions dated November 20, 2017;

Pursuant to the Government’s Decree No.0193/2013/ND-CP dated November 21, 2013 on detailing a number of Articles of the Cooperative Law;

Pursuant to the Government’s Decree No. 107/2017/ND-CP dated September 15, 2017 on amending and supplementing a number of Articles of the Government’s Decree No. 193/2013/ND-CP dated November 21, 2013 on detailing a number of Articles of the Cooperative Law;

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

At the proposal of the Director General of the Business Registration Management Agency;

The Minister of Planning and Investment hereby promulgates the Circular on amending and supplementing a number of Articles of the Circular No. 03/2014/TT-BKHDT dated May 26, 2014 on providing guidance on the registration of cooperative and the reporting regime on the cooperative operation status.

Article 1. To amend and supplement a number of Articles of the Circular No. 03/2014/TT-BKHDT dated May 26, 2014 on providing guidance on the registration of cooperative and the reporting regime on the cooperative operation status

1. To amend and supplement Article 2 as follow:

“Article 2. Interpretation of terms

1.Certificate of cooperative registrationprescribed in this Circular is a document or electronic document that the cooperative registration authority provides for the cooperative, in which records information on business registration and rental registration registered by the cooperative. A Certificate of cooperative registration concurrently is the business registration Certificate and tax registration Certificate of a cooperative.

2.Valid applicationmeans an application with full documents and contents of such documents are fully declared in accordance with law provisions.

3.Valid copymeans a copy granted from original book or a copy authenticated from the origin by the competent agency and organization or a copy which has been checked with the origin or a printing from national database if original information is stored on the national database on resident, business registration and investment.

4.Business locationis a place where the business operations of a cooperative is carried out. The business location of a cooperative may be outside the registered address of its head office.

5.Cooperative registrationspecified in this Circular including contents on business registration and tax registration with a cooperative established and operates in accordance with the Cooperative Law. Cooperative registration including the registration for establishment of cooperative, change of cooperative registration contents, notice of change of cooperative registration contents and obligations on other registration and report in accordance with regulations.

6.National Information System of Cooperative Registrationis the specialized system on cooperative registration built and operated by the Ministry of Planning and Investment and relevant agencies in order to send, receive, store, display or perform other tasks on cooperative data in service of cooperative registration.

7.National Database on Cooperative Registrationis the collective data on cooperative registration on nationwide. Information in the cooperative registration file and the legal status of a cooperative which are stored in the National Database on Cooperative Registration has the legal validity as the original information on the cooperative.

8.Application digitalizationmeans the scan of data available on paper to convert paper documents into electronic documents.

9.Data standardizationmeans the implementation of steps of reviewing, comparing and supplementing, correcting information on cooperative registration, the status of cooperative’s operation in the National database on registration of cooperatives”.

2. To add Article 2a after Article 2 as follow:

“Article 2a. Principles for the settlement of procedures for registration of cooperative

1. The founder of a cooperative or the cooperative itself shall declare the application for registration of cooperative and be responsible before law for the legality, honesty and accuracy of information declared in the application.

2. The cooperative registration authority shall be responsible for the validity of the application, excluding violations of the cooperative and its founder.

3. The cooperative registration authority shall not settle any dispute among the cooperative members or with other organizations and individuals or between the cooperative and other organizations and individuals”.

3. To amend Article 4 as follow:

“Article 4. Authorizing cooperative registration

In case a person competent to register cooperative authorizes to other organization or individual to carry out the procedures for registration of cooperative, the authorized person must handle the valid copy of one of the personal identification papers as prescribed in Article 4a of this Circular, attached:

1. A valid copy of the contract of service provision with the organization providing service of submitting applications, receiving results and an introduction letter of such organization for individual who handles applications and receives results; or

2. An authorized writing for individual who handles applications and receives results in accordance with law provisions. This document is not required to be notarized or authenticated”.

4. To add Article 4a after Article 4 as follow:

“Article 4a. The personal identification papers in an application for registration of cooperative

1. For Vietnamese citizens: A citizen identification card or identity card or Vietnamese passport which is still valid.

2. For foreigners: A valid foreign passport or papers replacing foreign passport”.

5. To amend Article 5 as follow:

“Article 5. Lines of business

1. When registering for the establishment of cooperative or registering for supplement, change of business lines or applying for a change to the cooperative registration Certificate, a cooperative shall select the fourth-level economic sector in the System of economic sectors of Vietnam to record the business lines in the registration application for registration of cooperative. The cooperative registration authority shall guide and record the business lines of such cooperative in the National Database on Cooperative Registration.

2. The detailing contents of the fourth-level economic sectors as prescribed in Clause 1 herein shall comply with the Prime Minister’s Decision on promulgating the System of economic sectors of Vietnam.

3. Lines of business that require conditions specified in other legal normative documents shall be recorded according to sectors as prescribed in such legal normative documents.

4. Lines of business that are not specified in the System of economic sectors of Vietnam, but specified in other legal normative documents shall be recorded according to sectors as prescribed in such legal normative documents.

5. In case lines of business are not specified in the System of economic sectors of Vietnam and other legal normative documents and such business lines are not banned from investment and business, the cooperative registration authority shall consider and record such business lines in the National Database on Cooperative Registration, concurrently notify the Ministry of Planning and Investment (General Statistics Office of Vietnam) to supplement new business lines.

6. In case the cooperative wishes to register business line which is more detailing than the fourth-level business line, it shall select one fourth-level business line in the System of economic sectors of Vietnam, then record its business line below such fourth-level sector, but must ensure its detailed business line suitable to the selected fourth-level sector. In this case, the line of business of the cooperative is the recorded business line.

7. The record of business lines as prescribed in Clauses 3 and 4 of this Article shall comply with Clause 6 of this Article; within that, the detailed business lines shall be recorded according to the sectors specified in specialized legal normative documents.

8. A cooperative is allowed to conduct conditional business and investment lines if it meets all requirements in accordance with law provisions and ensures such requirements in during its operation. The State management with conditional business and investment lines and the examination of the compliance with business conditions of cooperatives shall fall under the jurisdiction of specialized agencies according to the provisions of specialized laws.”

6. To amend Article 6 as follow:

“Article 6. Receiving and handling an application for registration of cooperative

1. A person competent to register cooperative or the authorized representative shall submit an application to the cooperative registration authority.

2. An application that fully meet the following requirements shall be accepted and recorded to the National Information System on Cooperative Registration:

a) Having full documents according to regulations;

b) Cooperative s information is fully declared in all documents of the application for registration of cooperative according to regulations;

c) Having contact address of the applicant;

d) Fee and charge for the registration of cooperative has been paid in accordance with regulations.

3. After accepting the application for registration of cooperative, the cooperative registration authority shall hand the letter of receipt to the applicant.

4. After handing the letter of receipt, the cooperative registration authority shall fully, exactly record information in the cooperative registration application, check its validity and upload e-documents in the application after digitalization to the National Information System on Cooperative Registration”.

7. To add Articles 6a, 6b, 6c and 6d after Article 6 as follows:

“Article 6a. Process of cooperating to create and issue the cooperative codes

If the application for registration of cooperate is eligible to be granted the Cooperative Registration Certificate in accordance with regulations, information about such application shall be transferred to the database of the General Department of Taxation (the Ministry of Finance).

Within 02 working days from the date of receiving information from the National database system on the registration of cooperative, the General Department of Taxation shall be responsible for the creation of cooperative codes and transferring such codes to the National information system on the registration of cooperative so that the cooperative registration authority  provide for the cooperative. Information about the issuance of Certificate of cooperative registration shall be transferred to the database of the General Department of Taxation.

In case the General Department of Taxation refuses to issue the cooperative codes, it shall send information to the National Information System on Cooperative Registration, clearly stating reason of refusal so that the cooperative registration authority notify the cooperative.

Article 6b. Duration of issuance of cooperative registration

1. The cooperative registration authority shall issue the cooperative registration within 03 working days from the date of receiving the valid application.

2. In case the application is not eligible for a cooperative registration as prescribed in Article 24 of the Cooperative Law, the cooperative registration authority must clearly notify in writing the contents to be amended and supplemented to the founder of the cooperative or the cooperative within 03 working days from the date of receiving the application. The cooperative registration authority shall clearly state all requirements on amending and supplementing with each set of application which is sent by the cooperative in 01 notification on amending and supplementing applications for cooperative registration.

3. Past the above time limit, if the cooperative is not granted the Cooperative Registration Certificate or the cooperative registration contents in the National Database on Cooperative Registration is not changed or the cooperative does not receive the notification on amending and supplementing the application, the cooperative shall be entitled to lodge complaints and denunciations according to the provisions of the law on complaints and denunciations.

Article 6c. Issuance of the Cooperative Registration Certificate

1. A cooperative that meets all conditions as prescribed in Article 24 of the Cooperative Law shall be issued the Cooperative Registration Certificate.

2. A cooperative may receive the Cooperative Registration Certificate directly at the cooperative registration authority or via post office.

3. Information on the Cooperative Registration Certificate shall be legally valid from the date of issuance of the Cooperative Registration Certificate. A cooperative shall be entitled to conduct business from the date of issuance of the Cooperative Registration Certificate, except for the case of conducting conditional business and investment lines.

4. A cooperative is entitled to request the cooperative registration authority to grant a copy of the Cooperative Registration Certificate.

5. A cooperative that is issued the business registration Certificate or the Cooperative Registration Certificate before the effective date of this Circular shall not be required to perform the procedures for changing to the Cooperative Registration Certificate in accordance with this Circular. A cooperative shall be granted the Cooperative Registration Certificate in accordance with this Circular when registering for the change of cooperative registration contents.

6. In case a cooperative wishes to change its business registration Certificate or Certificate of cooperative registration which is granted before the effective date of this Circular to the Cooperative Registration Certificate in accordance with this Circular without changing the contents of business registration and tax registration, it shall send the proposal letter and the original Certificate of cooperative registration of business registration Certificate and the original Certificate of tax registration to the cooperative registration authority  to be granted the new Certificate of cooperative registration.

Article 6d. Issuance of the cooperative registration according to the contingency process

1. Issuance of the cooperative registration according to the contingency process means the cooperative registration is issued not through the National Information System on Cooperative Registration. The issuance of cooperative registration according to the contingency process shall be applied in the following cases:

a) The National Information System of Cooperative Registration is in the process of building and updating;

b) The National Information System of Cooperative Registration having technical troubles;

c) Other force majeure cases.

Based on the expected time of troubleshooting or building and upgrading the National Information System on Cooperative Registration, except for force majeure cases, the Ministry of Planning and Investment shall notify in advance the expected time to the cooperative registration authority to grant the cooperative registration according to the contingency process.

2. The cooperation of settlement of the procedures for the issuance of the cooperative registration according to the contingency process between the cooperative registration authority and tax agency shall comply with the process of document rotation by paper.

3. Within 15 working days from the date on which the National Information System of Cooperative Registration ends construction, upgrading or troubleshooting, the cooperative registration authority must update the data, information granted to cooperative in the National Database on Cooperative Registration”.

8. To add Articles 8a, 8b, 8c and 8d after Article 8 as follows:

“Article 8a. Application, order, procedure for registration of cooperative being a credit institution

Application, order, procedure for registration of cooperative being a credit institution, notice of establishment of branch, representative office, business location of a credit institution which is a cooperative shall be in accordance with regulations of the Cooperative Law and its guiding documents. An application must attach a valid copy of the license or agreement of the State Bank of Vietnam.

Article 8b. Registration of cooperative online

1. A organization and individual may select the mode of registration of cooperative online. The cooperative registration authority shall create favorable conditions for organizations and individuals to find out information and carry out cooperative registration online.

2. A organization and individual may use a public digital signature for the registration of cooperative online.

3. An application for registration of cooperative online shall have the same validity as a paper application.

Article 8c. An eligible electronic file of cooperative registration

An electronic file of cooperative registration shall be considered eligible when it satisfies the following requirements:

1. Having sufficient documents and content of those documents is fully declared in accordance with the regulations as a paper document and converted into electronic form. Name of electronic file must be must be corresponding to the name of such document type in the paper file.

2. Cooperative registration information is entered fully and accurately according to the information in the electronic documents.

3. An online application for cooperative registration must be authenticated with a public digital signature of one of the following entities:

a) Competent individuals sign the cooperative registration application according to regulations;

b) Persons authorized by individuals specified at Point a, Clause 3 of this Article to carry out procedures related to cooperative registration. In this case, papers and documents as prescribed in Clause 3 Article 1 this Circular must be attached to the online application for cooperative registration.

4. 60 days is the time limit for amending and supplementing online application for cooperative registration from the day register authority issues the Notification for amending and supplementing online application. After the above time limit, if the cooperative registration authority has not received the amended and supplemented online application from the cooperative, the register shall cancel the application according to the procedure of the National Information System on Cooperative Registration.

Article 8d. Order and procedure of online cooperative registration using public digital signature

1. Individuals specified in Clause 3, Article 8c of this Circular shall declare information, download electronic documents and sign by digital signature in the electronic registration application according to the process on the National Information System on Cooperative Registration.

2. After completing the registration application submission, individuals specified in Clause 3, Article 8c of this Circular will receive a Receipt of filing the electronic cooperative registration application.

3. In case the application is eligible for a cooperative registration certificate, the cooperative registration authority shall send information to the tax office to automatically generate the cooperative identification number. After receiving the cooperative code from the tax office, the cooperative registration authority shall grant the Cooperative Registration Certificate and notify the cooperative of the issuance of the Cooperative Registration Certificate. If the application is not yet valid, the cooperative registration authority shall send the notification electronically to the cooperative to request amendments and supplements to the application.

4. The online registration procedure of cooperatives as prescribed in this Article also applies to the registration of branches, representative offices and business locations of cooperatives”.

9. To amend Article 10 as follow:

“Article 10. Cooperation code, affiliate unit of the cooperative, business location code

1. Each cooperative shall be given a unique 10-digit code, called the cooperative identification number. This identification number is also the tax code of the cooperative.

2. The cooperative identification number shall exist during the operation of cooperatives and cannot be re-granted to other organizations or individuals. When the cooperative terminates its operation, the cooperative identification number shall be invalidated.

3. State management agency shall uniformly in using the cooperative identification number to manage and exchange information on cooperatives.

4. Identification number of the affiliated unit of cooperative shall be granted for branches and/or its representative office. Identification number of the affiliated unit of cooperative is the tax code with 13 digits, including the cooperative identification number and 03 digits granted in order from 001 to 999.

5. Business location number is a code of 05 digits granted in order from 00001 to 99999. This number is not the tax code of the business location.

6. The cooperative identification number, identification number of the affiliated unit of cooperative, business location number shall be formulating, deliver and receive automatically by the National Information System on Cooperative Registration, Taxation Registration System and shall be written on the Cooperative Registration Certificate. Time to start automatically formulating, delivering and receiving the cooperative identification number, identification number of the affiliated unit of cooperative, business location number based on the implementation progress of National Information System of Cooperative Registration and Tax Registration Information System.

7. In case the cooperative, the branch, the representative office’ tax code be canceled the validity upon tax violation, such cooperative, the branch, the representative office shall not use that tax code in economic transactions from the day the tax office publicly announces on the cancel of tax code validity.

8. For branched, representative offices established before the effective date of this Circular and not yet granted the identification number of affiliated unit, the cooperative shall directly connect to the tax office to be granted the 3 digits’ tax code, then carry out the procedures for changing the contents of operation registration at the cooperative registration authority according to regulations.

9. For cooperatives established and operating under Investment Licenses or Investment Certificates (concurrently is the Business Registration Certificates), the cooperative identification number is the tax code issued by the tax office for cooperatives”.

10. To amend Article 11 as follow:

“Article 11. Registration of changes of cooperative registration content

1. Within 15 days from the date the cooperative changes its name, address of head office, business lines, charter capital, legal representative, the cooperative must register with the cooperatives registration authority where they are headquartered.

The cooperative shall submit 01 applications which include:

a) Written request for change of registrant information of the cooperative;

b) Resolutions of the general meeting of members or decisions of the board of directors on changes of the cooperative registrant information in accordance with the Law on Cooperatives.

Within 03 working days after receiving a valid application, the cooperative registration authority shall carry out the registration of changes of the cooperative registrant information and grant the Cooperative Registration Certificate to the cooperative. If the change of registrant information is not approved, the cooperative registration authority shall notify to the cooperative by written notification in which clearly state the reason.

2. In case the cooperative changes it’s headquarter to another county, district, town, provincial city, province or municipal city other than the place where the cooperative register its operation, such cooperative shall register change in the cooperative registration authority where the cooperative expects to locate it new headquarter.

Within 03 working days after receiving a valid application, the cooperative registration authority shall carry out the granting of the Cooperative Registration Certificate to the cooperative and send information to the former the cooperative registration authority.

Before change the location of the headquarter, the cooperative must carry out taxation procedure with the tax office about the change of headquarter in accordance with law provisions on tax.  The change of cooperative headquarter shall not change the cooperative rights and obligations.”

11. To amend Clause 1 Article 13 as follow:

“1. Within 15 days after change of the charter, tax registrant information, number of member, member of the administrative, board of control or controller, the cooperative shall have to send the notification of change in registrant information of the cooperative to the authority which granting the Cooperative Registration Certificate at the locality the cooperative locates its headquarter.

The notification shall be attached with the Resolutions of the general meeting of members of a written decision of the administrative council on change of registrant information of the cooperative.

In case of changing the charter, the cooperative shall enclose the amended charter of the cooperative.

In case of changing the number off member, the cooperative shall enclose the list of member after amended.

In case of changing member of the administrative council, the board of control or controller, the cooperative shall enclose the list of member of the administrative council, the board of control or controller after amended.”

12. To amend Clause 3 Article 17 as follow:

“3. After receiving a dissolution application of the cooperative as prescribed in Clause 2 this Article, the cooperative registration authority shall send the information on the cooperative dissolution to the tax office. Within 02 working days after receiving information from the cooperative registration authority, the tax office shall give its opinion on cooperative dissolution to the cooperative registration authority.

Within 05 working days after receiving the dissolution application, the cooperative registration authority changes the legal status of the cooperative in the National Database of Cooperative Registration to the status of dissolution if it does not receive the refusal of the tax office, and at the same time issues the notice on the dissolution of the cooperative and the decision to revoke the Cooperative Registration Certificate. Upon receiving notice of dissolution of the cooperative and the decision to revoke the Cooperative Registration Certificate, the cooperative must return the original of the Cooperative Registration Certificate to the cooperative registration authority.”

13. To add Article 17a after Article 17 as follow:

“Article 17a. Cease the operation of divided cooperative, merged cooperative, consolidated cooperative

1. Within 03 working days after the divided cooperative, merged cooperative, consolidated cooperative be granted the Cooperative Registration Certificate, the cooperative registration authority where the divided cooperative, merged cooperative, consolidated cooperative locate it’s headquarter carry out the procedure to cease the operation of the cooperation in the National Database on Cooperative Registration.

2. The cooperative registration authority shall carry out the procedure of remove all the existence of branches, representative offices, business locations of the divided cooperative, merged cooperative, consolidated cooperative in the National Database on Cooperative Registration before cease the existence of those divided cooperative, merged cooperative, consolidated cooperative as prescribed in Clause 1 this Article.

3. In case the divided cooperative, merged cooperative, consolidated cooperative have its headquarter address other than the district, town, provincial city where located the headquarter of the receiving cooperation, merging cooperation, consolidating cooperation, the cooperative registration authority shall send information to the cooperative registration authority at the locality where located the headquarter of the divided cooperative, merged cooperative, consolidated cooperative to carry out the procedure of ceasing the operation of such cooperative in the National Database on Cooperative Registration.”

14. To amend Article 22 as follow:

“Article 22. Provision on identical or misleading naming

1. Before registering a cooperative name, the cooperative refers to the name of the cooperatives registered in the National Database of Cooperative Registration. Cooperatives must not name cooperatives that are identical or misleading with names of other cooperatives registered in the National Database of Cooperative Registration nationwide, except for cooperatives that have been dissolved or already have a valid decision of the Court declaring the cooperative bankrupt.

2. Cooperatives operating under the Business Registration Certificate and Cooperative Registration Certificate issued before the effective date of this Circular may continue using the registered name of cooperatives and shall not have to register for name changing. Cooperative registration authority encourages and create favorable conditions for cooperatives with identical and confusing names to negotiate with each other to register for changing cooperative names or adding location name to distinguish cooperative names.

3. The cooperative registration office has the right to approve or refuse the cooperative proposed name for registration according to law provisions and the cooperative registration authority’s decision is final decision."

15. To add Article 23a, 23b as follows:

“Article 23a. Standardize and update cooperative registration data

1. In case cooperative registrant information in the Cooperative Registration Certificate, Registration Certificate of branch, representative office, business location is not accurate in compare to the content of the cooperative registration application, the cooperative registration authority shall notify or instruct the cooperative to proofreading information and re-granting the Cooperative Registration Certificate, Registration Certificate of branch, representative office, business location as prescribed.

2. In case cooperative registrant information in the National Database on Cooperative Registration is insufficient or inaccurate in compare to the Cooperative Registration Certificate, the cooperative registration application in writing due to the data transferring, the cooperative registration authority shall guide the cooperative to supplement and update the information as prescribed.

3. Cooperatives update and supplement information on phone numbers, fax numbers, email addresses (email), digital information portal (website) when changing cooperative registrant information.

4. Implementation of data standardize, application digitalization, update and supplement cooperative registrant information for cooperative registration application before the effective date of this Circular shall be implemented in accordance with annual plan of the cooperative registration authority.

5. The Ministry of Planning and Investment shall give instruction on the conversion of data at district and provincial cooperative registration authority into the National Database on Cooperative Registration. The information registered at the district and provincial cooperative authority is the original information about the cooperative when the data conversion process is carried out.

Article 23b. Exploiting cooperative registrant information on the information system

Cooperative registrant information shall be public and can be accessed freely on the National information system for cooperative registration (www.dangkykinhdoanh.gov.vn) include: cooperative name, cooperative identification number, address of the headquarter, business lines, name of the legal representative, legal status of the cooperation”.

Article 2.

1. To repeal Point e Clause 1, Clause 3 Article 8; Point d Clause 1, Clause 4 Article 12; Point b Clause 1 Article 16; Point c, Point dd Clause 2 Article 17; Clause 4, Clause 5 Article 18; Article 24 of the Circular No. 03/2014/TT-BKHDT dated May 26, 2014 prescribing instruction on cooperative registration and cooperative operation report regime.

2. The regulation on duration for granting Cooperative Registration Certificate in Clause 2 Article 7, Clause 2 Article 8, Clause 1 Article 12, Clause 1 Article 16, Clause 3 Article 17, Clause 2 Article 18 of the Circular No. 03/2014/TT-BKHDT dated May 26, 2014 prescribing instruction on cooperative registration and cooperative operation report regime shall expire from the effective date of this Circular.

3. The provision on the submission of the original Cooperative Registration Certificate, Registration Certificate of branch, representative office, business location which granted before the cooperative be  granted  a new Cooperative Registration Certificate, Registration Certificate of branch, representative office, business location in Clause 1 Article  11, Clause 1 Article 12 of the Circular No. 03/2014/TT-BKHDT dated May 26, 2014 prescribing instruction on cooperative registration and cooperative operation report regime shall expire from the effective  date of this Circular.

4. Forms and reference to forms in the Appendix attached to the Circular No. 03/2014/TT-BKHDT dated May 26, 2014 prescribing instruction on cooperative registration and cooperative operation report regime shall expire from the effective date of this Circular.

Article 3. Implementation responsibility

Ministers, heads of ministerial-level agencies, heads of government-attached agencies and chairpersons of provincial-level People’s Committees and related organizations shall implement this Circular.

Article 4. Implementation

1. This Circular takes effect on May 28, 2019.

2. Any problems arising in the course of implementation, related organizations and individuals should be promptly reported to the Ministry of Planning and Investment for study, amend and supplement./.

* All Appendices are not translated herein.