Circular No. 08/2001/TT-BKH dated November 22, 2001 of the Ministry of Planning and Investment guiding the business registration order and procedures prescribed in the Government’s Decree No. 02/2000/ND-CP dated February 3, 2000 on business registration

CIRCULAR

GUIDING THE BUSINESS REGISTRATION ORDER AND PROCEDURES PRESCRIBED IN THE GOVERNMENT’S DECREE NO. 02/2000/ND-CP OF FEBRUARY 3, 2000 ON BUSINESS REGISTRATION

In furtherance of the Government’s Decree No.02/2000/ND-CP of February 3, 2000 on business registration; the Prime Minister’s Directive No.29/2000/CT-TTg of December 31, 2000 on stepping up the implementation of the Enterprise Law; in order to handle one step problems in business registration reality,

The Ministry of Planning and Investment hereby guides in detail a number of matters regarding the business registration order and procedures for enterprises and individual business households, prescribedin Decree No.02/2000/ND-CP and forms of paper used in business registration, as follows:

I. BUSINESS REGISTRATION FOR ENTERPRISES OPERATING UNDER THE ENTERPRISE LAW

1. Business registration dossiers

a) For private enterprises:

The business registration application, made according to form MD-1.

b) For limited liability companies with two or more members:

- The business registration application, made according to form MD-2.

- The company’s charter with contents prescribed in Clause 2, Article 10 of the Government’s Decree No.03/2000/ND-CP of February 3, 2000 guiding the implementation of a number of articles of the Enterprise Law.

- The list of members, according to form MDS-1.

c) For joint-stock companies:

- The business registration application, according form MD-3.

- The company’s charter with contents prescribed in Clause 3, Article 10 of the Government’s Decree No.03/2000/ND-CP of February 3, 2000 guiding the implementation of a number of articles of the Enterprise Law.

- The list of founding shareholders, according to form MDS-2.

d) For one-member limited liability companies:

- The business registration application, according to form MD-4

- The company’s charter, with contents prescribed in Clause 2, Article 10 of the Government’s Decree No.03/2000/ND-CP of February 3, 2000 guiding the implementation of a number of articles of the Enterprise Law.

e) For partnerships:

- The business registration application, according to form MD-5.

- The company’s charter, with contents prescribed in Clause 4, Article 10 of the Government’s Decree No.03/2000/ND-CP of February 3, 2000 guiding the implementation of a number of articles of the Enterprise Law.

- The list of members, according to form MDS-3.

2. The business registration dossiers for enterprises dealing in production and business lines which require legal capital or profession- practicing certificates

a) For production and business lines requiring legal capital, enclosed with the business registration dossiers prescribed at Point 1, Section I of this Circular must be the competent body’s certification of the legal capital determined according to the provisions of law, ordinances and decrees on legal capital or valid certificate proving the enterprise’s capital.

b) For production and business lines requiring profession- practicing certificates prescribed in Clause 2, Article 6 of Decree No.03/2000/ND-CP, enclosed with the business registration dossiers prescribed at Point 1, Section I of this Circular must be the valid copies of the profession-practicing certificates of:

- For private enterprises: The private enterprise owner or the enterprise managing director.

- For limited liability companies with two or more members: One of the members of the Members’ Council, or the director (general director), or one of the other important managerial titles prescribed by the company’s charter.

- For joint-stock companies: One of the members of the Management Board, or the director (general director), or one of the other important managerial titles prescribed by the company’s charter.

- For one-member limited liability companies: One of the members of the Management Board, or the chairman of the company, or the director (general director), or one of the other important managerial titles prescribed by the company’s charter.

- For partnerships: All members of the partnership.

3. Production and business lines inscribed in the business registration.

Besides the lines banned from business, prescribed in Article 3 of Decree No.03/2000/ND-CP, the production and business lines shall be inscribed in the business registration as follows:

a) For production and business lines which, according to laws, ordinances and/or decrees, require business conditions, legal capital or profession- practicing certificate, the production and business lines shall be inscribed according to the lines prescribed in such laws, ordinances and/or decrees.

b) For other production and business lines, they shall be inscribed according to the list of production and business lines used in business registration, which was promulgated together with Joint Circular No.07/2001/TTLT/BKH-TCTK of November 1, 2001 of the Ministry of Planning and Investment and the General Department of Statistics guiding the production and business lines, used in business registration.

4. Business registration order and procedures

a) The enterprise founder shall make and submit one set of business registration dossier prescribed for each form of enterprises, as provided for at Points 1 and 2, Section I of this Circular to the Business Registration Bureau of the province where the enterprise is headquartered.

The enterprise founder may authorize in writing or contract his/her representative to submit the business registration dossier at the provincial-level Business Registration Bureau.

b) Upon the receipt of business registration dossiers, the provincial-level Business Registration Bureau may request the business registrants to produce the following papers if deeming it necessary:

- For individuals:

+ The direct business registrants: The original of the household registration book or the identity card or passport.

+ The authorized persons: The original of the household registration book or the identity card or passport and the letter of authorization or the contract.

+ The company manager, the representative at law: To submit the copy of the household registration book or the identity card or passport.

- For organizations:

+ The State enterprises: The business registration certificate; the competent body’s decision permitting the enterprise to participate in capital contribution to the company.

+ The limited liability companies with two or more members: The business registration certificate; the Members’ Council’s decision permitting the company to participate in capital contribution.

+ The joint-stock companies: The business registration certificate, the Shareholders Assembly’s decision or other papers as prescribed in the company’s charter, permitting the company to participate in capital contribution.

+ The one-member limited liability companies: The business registration certificate; the company owner’s decision or other papers as prescribed in the company’s charter, permitting the company to participate in capital contribution.

+ The partnerships: The business registration certificate; the partnership members’ decision permitting the company to participate in capital contribution.

+ The cooperatives: The business registration certificate; the resolution of the cooperative members’ congress or other papers as prescribed by the cooperative’s charter, permitting the cooperative to participate in capital contribution.

+ For State administrative agencies whose budgets prescribe the spending tasks defined at Point b, Clause 2, Article 29 and Point b, Clause 2, Article 31 of the State Budget Law passed by the IXth National Assembly at its 9th session on March 20, 1996: The competent body’s papers on expenditures for capital contribution.

+ For political organization, social organizations: The papers permitting the capital contribution.

+ For other associations: The competent bodies’ papers permitting the establishment and operation thereof; the papers permitting the capital contribution.

c) Upon the receipt of business registration dossiers, the provincial-level Business Registration Bureau must inscribe the receipts according to form MTB-8 and hand them to the dossier submitters.

d) Within 15 days after the receipt of the dossiers, the provincial-level Business Registration Bureau shall grant the business registration certificate to the enterprise founder according to the form of business registration certificate for each type of enterprise MG-1, MG-2, MG-3, MG-4 or MG-5, if all the conditions prescribed in Clause 3, Article 8 of Decree No.02/2000/ND-CP are met.

The provincial-level Business Registration Bureau shall inscribe the serial numbers of the business registration certificates of enterprises according to the following stipulations:

- The provincial-level code: 2 characters.

- The organizational form code: 1 character, 0 stands for the enterprise, 1 for the branch, 2 for the representative office.

- The enterprise form code: 1 character, 1 stands for the private enterprise, 2 for the limited liability company with two or more members, 3 for the joint-stock company, 4 for the one-member limited liability company, 5 for the partnership.

- The ordinal code according to enterprise form: 6 characters from 000001 to 999999.

Examples on inscription of the business registration certificate numbers:

- A private enterprise headquartered in Hanoi, shall have its business registration certificate number inscribed as follows:

0101000002 (the business registration certificate granted to the second private enterprise in Hanoi).

- The Ho Chi Minh City-based branch of a joint-stock company shall have its business registration certificate inscribed as follows:

4113000003 (the operation registration certificate granted to the third branch of the form of joint-stock company in Ho Chi Minh City).

- The representative office of a limited liability company with two or more members, headquartered in Haiphong, shall have its operation registration certificate inscribed as follows:

0222000004 (the operation registration certificate granted to the fourth representative office of the form of limited liability company in Haiphong).

e) In cases where a dossier does not include all the papers prescribed at Points 1 and 2 of this Section, or contains details which are inadequate or inconsistent between papers in the dossier; or the enterprise’s name is identical to or cause confusion with, the name of another enterprise of the same type, which has already registered its business in the same province or the same centrally-run city; or the enterprise’s name fails to meet the stipulations at Points b, c and d of Clause 1, Article 24 of the Enterprise Law, the provincial-level Business Registration Bureau shall, within 7 days after the receipt of the dossier, must notify the contents of the amendment and/or supplement requirements as well as the ways of amending and/or supplementing the business registration dossier to the enterprise founder, according to form MTB-7.

5. Registration for setting up branches, representative offices

a) Registration for setting up branches and/or representative offices in provinces or centrally-run cities where the enterprises are headquartered:

- The enterprises send their notices to the provincial-level Business Registration Bureaus where the enterprises have made their business registration, according to form MTB-1 to register the establishment of their branches, according to form MTB-2 to register the establishment of their representative offices.

- For companies, the valid copies of the following papers must be produced:

+ For the limited liability companies with two or more members: The Members Council’s decision on the setting up of branch or representative office.

+ For the joint-stock companies: The Shareholders Assembly’s decision or other papers as prescribed by the company’s charter on the setting up of branch or representative office.

+ For the one-member limited liability companies: The company owner’s decision or other papers prescribed by the company’s charter on the setting up of branch or representative office.

+ For partnerships: The partnership members’ decision on the setting up of branch or representative office.

- Upon the receipt of notices, the provincial-level Business Registration Bureaus must issue receipts according to form MTB-8 to the enterprises.

- Within 7 days after the receipt of the notices, the provincial-level Business Registration Bureaus shall grant the operation registration certificates to branches, according to form MG-7; the operation registration certificates to representative offices according to form MG-8, if all the conditions prescribed in Clauses 1 and 3, Article 9 of Decree No.02/2000/ND-CP are met.

Within 7 days after being granted the operation registration certificates for their branches or representative offices, the enterprises shall have to send notices, made according to form MTB-3, to the provincial-level Business Registration Bureaus where the enterprises have made their business registration, to supplement the business registration dossiers and change the business registration certificates according to form of business registration certificate for each type of enterprise MG-1, MG-2, MG-3, MG-4 or MG-5.

b) Registration for setting up branches and/or representative offices in provinces or centrally-run cities other than those where the enterprises are headquartered:

- The enterprises shall send notices to the provincial-level Business Registration Bureaus of the localities where their branches and/or representative offices shall be located, made according to form MTB-1 to register the establishment of branches, according to form MTB-2 to register the establishment of representative offices; enclosed with the notices must be the valid copies of the enterprises’ business registration certificates.

- For companies, the valid copies of their charters must be added and the valid copies of the following papers must be produced:

+ For the limited liability companies with two or more members: The Members Council’s decision on the setting up of branch or representative office.

+ For the joint-stock companies: The Shareholders’ Assembly’s decision or other papers as prescribed by the company’s charter on the setting up of branch or representative office.

+ For the one-member limited liability companies: The company owner’s decision or other papers as prescribed by the company charter on the setting up of branch or representative office.

+ For partnerships: The partnership members’ decision on the setting up of branch or representative office.

- Upon the receipt of the notices, the provincial-level Business Registration Bureaus of the localities where branches or representative offices shall be located must issue the receipts according to form MTB-8 to the enterprises.

- Within 7 days after the receipt of notices, the provincial-level Business Registration Bureaus of the localities where the enterprises’ branches or representative offices are based shall grant the operation registration certificates for the branches, made according to form MG-7, the operation registration certificates for the representative offices, made according to form MG-8, if all the conditions prescribed in Clauses 1,2 and 3 of Article 9, Decree No.02/2000/ND-CP are met.

- Within 7 days after the operation registration certificates are granted to their branches or representative offices, the enterprises shall send notices, made according to form MTB-3, to the provincial-level Business Registration Bureaus where they have made the business registration, to supplement the business registration dossiers and change the business registration certificates according to form of the business registration certificate for each type of enterprise MG-1, MG-2, MG-3, MG-4 or MG-5.

c) When making any changes in the registered contents of their branches and/or representative offices, enterprises shall send their notices, made according form MTB-3, to the provincial-level Business Registration Bureaus of the localities where the branches and/or representative offices are based for change of the operation registration certificates of the branches according to form MG-7, and/or of the representative offices according to form MG-8.

When changing the names and/or addresses of their branches and/or representative offices, enterprises shall send notices to the provincial-level Business Registration Bureaus where they have made their business registration in order to get change of the business registration certificates according to form of business registration certificate of each type of enterprise MG-1, MG-2, MG-3, MG-4 or MG-5.

d) Upon the termination of their branches’ and/or representative offices’ operations, enterprises shall send notices to the provincial-level Business Registration Bureaus of the localities where the branches and/or representative offices are based for the recovery of the operation registration certificates of such branches and/or representative offices; and at the same time send notices to the provincial-level Business Registration Bureaus of the localities where the enterprises are headquartered for change of business registration certificates according to form of the business registration certificate of each type of enterprise MG-1- MG-2, MG-3. MG-4, MG-5.

For limited liability companies, partnerships and joint-stock companies, when their branches and/or representative offices terminate operations, in addition to the notices, the enterprises must produce the valid copies of the decisions on operation termination, issued by competent bodies that have issued the decisions on the establishment of such branches or representative offices.

e) Where enterprises set up their branches and/or representative offices overseas, within 15 days after the official inauguration of their branches or representative offices, enterprises shall send their notices to the provincial-level Business Registration Bureaus where they have made their business registration for the supplementation of the business registration dossiers and change of the business registration certificate according to form of business registration certificate of each type of enterprises MG-1, MG-2, MG-3, MG-4 or MG-5.

When changing the addresses or terminating the operation of their overseas branches or representative offices, enterprises shall send notices to the provincial-level Business Registration Bureaus where they have made their business registration for change of business registration certificate according to form of business registration certificate of each type of enterprise MG-1, MG-2, MG-3, MG-4 or MG-5.

6. Registration for addition, change of production and business lines

a) When adding or changing their production and business lines, enterprises shall send their notices thereon to the provincial-level Business Registration Bureaus where they have already made their business registration, made according to form MTB-3.

- If the additionally registered production and business lines require legal capital, there must also be the competent bodies’ certification of the legal capital determined according to the provisions of laws, ordinances and decrees on legal capital or the valid certificate of the enterprise’s capital.

- If the additionally registered production and business lines require profession-practicing certificates, there must also be the valid copies of the profession-practicing certificate for each type of enterprise, stated in Item b, Point 2 of this Section.

- For companies, besides the notices, the companies must produce the valid copies of:

+ For limited liability companies with two or more members: The Members Council’s decision or other papers as prescribed by the company’s charter on the addition or change of production and business lines.

+ For joint-stock companies: The Shareholders’ General Assembly’s decision or other papers as prescribed by the company’s charter on addition or change of production and business lines.

+ For one-member limited liability companies: The company owner’s decision or other papers as prescribed by the company’s charter on the addition or change of production and business lines.

+ For partnerships: The partnership members’ decision on the addition or change of production and business lines.

b) Upon the receipt of notices, the provincial-level Business Registration Bureaus must issue receipts according to form MTB-8 to the enterprises.

c) Within 7 days after receiving the notices, the provincial-level Business Registration Bureaus shall change the business registration certificates for enterprises according to form of business registration certificate of each type of enterprise MG-1, MG-2, MG-3, MG-4, MG-5, if all the conditions prescribed in Clause 1, Article 10 of Decree No.02/2000/ND-CP are met.

7. Registration for change of addresses of enterprises’ head-offices

a) Registration for change of addresses of enterprises’ head-offices within the provinces or centrally-run cities where the enterprises have made their business registration:

- The enterprises shall send notices to the provincial-level Business Registration Bureaus where they have made their business registration, made according to form MTB-3.

- For companies, besides the notices, the companies must also produce the valid copies of:

+ For limited liability companies with two or more members: the Members Council’s decision on change of the address of the company’s head-office.

+ For joint-stock companies: The Shareholders’General Assembly’s decision or other papers as prescribed in the company’s charter on the change of the address of the company’s head-office.

+ For one-member limited liability companies: The company owner’s decision or other papers as prescribed in the company’s charter on the change of the address of the company’s head-office.

+ For partnerships: The partnership members’ decision on the change of address of the company’s head-office.

- Upon the receipt of notices, the provincial-level Business Registration Bureaus must issue receipts, made according to form MTB-8, to the enterprises.

- Within 7 days after receiving the notices, the provincial-level Business Registration Bureaus shall change the business registration certificates for the enterprises according to form of business registration certificate of each type of enterprise MG-1, MG-2, MG-3, MG-4 or MG-5, if all the conditions prescribed in Clause 1, Article 11 of Decree No.02/2000/ND-CP are met.

b) Registration for relocation of enterprises’ head-offices to provinces or centrally-run cities other than those where the enterprises have made their business registration:

- The enterprises shall send notices to the provincial-level Business Registration Bureaus where they have made their business registration, made according to form MTB-3; and at the same time to the provincial-level Business Registration Bureaus of the localities where they plan to locate their new head-offices.

- For companies, besides the notices, they must also send their charters and the list of members for limited liability companies with two or more members, the list of the founding shareholders for joint-stock companies, the list of partnership members for partnerships, and must produce the valid copies of:

+ For limited liability companies with two or more members: The Members Council’s decision on change of the address of the company’s head-office.

+ For joint-stock companies: The Shareholders’ General Assembly’s decision or other papers as prescribed in the company’s charter on the change of the address of the company’s head-office.

+ For one-member limited liability companies: The company owner’s decision or other papers as prescribed in the company’s charter on the change of the address of the company’s head-office.

+ For partnerships: The partnership members’ decision on the change of the address of the company’s head-office.

- The provincial-level Business Registration Bureaus where the enterprises have made their business registration and the provincial-level Business Registration Bureaus of the localities where the enterprises plan to locate their head-offices must issue the dossier receipts made according to form MTB-8 to the enterprises.

- Within 15 days after receiving the notices, the provincial-level Business Registration Bureaus of the localities where the enterprises plan to locate their new head-offices shall change the business registration certificates for the enterprises according to form of business registration certificate of each type of enterprise MG-1, MG-2, MG-3, MG-4, MG-5, if the enterprises’ names are not identical to or cause confusion with, the names of other enterprises of the same type which have made business registration within the provinces or centrally-run cities where the enterprises move to.

- Where an enterprise’s name is identical to or causes confusion with, the name of another enterprise of the same type which has made business registration in the province or centrally-run city where the enterprise moves to, within 7 days after receiving the notice, the provincial-level Business Registration Bureau of the locality where the enterprise plans to locate its new head-office must notify such to the enterprise and guide it to select another name, according to form MTB-7.

- Within 7 days after being granted the business registration certificate, the enterprise must send the valid copy of this business registration certificate and return the previously granted business registration certificate to the provincial-level Business Registration Bureau where the enterprise previously made its business registration.

8. Registration for change of enterprises’ names

a) When changing their names, enterprises shall send notices to the provincial-level Business Registration Bureaus where they have already made their business registration, made according to form MTB-3.

For companies, besides the notices, they must produce the valid copies of:

- For limited liability companies with two or more members: The written record of the amendment of the company’s charter; the Members Council’s decision on the change of the company’s name.

- For joint-stock companies: The written record of the amendment of the company’s charter; the Shareholders General Assembly’s decision or other papers as prescribed in the company’s charter on the change of the company’s name.

- For one-member limited liability companies: The written record of the amendment of the company’s charter; the company owner’s decision or other papers as prescribed in the company’s charter on the change of the company’s name.

- For partnerships: The written record of the amendment of the company’s charter; the partnership members’ decision on the change of the company’s name.

b) Upon receiving the notices, the provincial-level Business Registration Bureaus must issue receipts according to form MTB-8 to the enterprises.

c) Within 7 days after receiving the notices, the provincial-level Business Registration Bureaus shall change the business registration certificates for the enterprises according to form of business registration certificate of each type of enterprise MG-1, MG-2, MG-3, MG-4 or MG-5, if the new names of the enterprises are not identical to nor cause confusion with, the names of other enterprises of the same type, which have made business registration in the same provinces or centrally-run cities, and comply with the provisions at Points b, c and d of Clause 1, Article 24 of the Enterprise Law.

d) Where an enterprise’s new name is identical to or causes confusion with, the name of another enterprise of the same type, which has made business registration in the same province or centrally-run city, or the enterprise’s new name fail to comply with the provisions at Points b, c and d, Clause 1, Article 24 of the Enterprise Law, the provincial-level Business Registration Bureau shall, within 7 days after receiving the notice thereon, have to notify the enterprise thereof and guide it to choose another name, according to form MTB-7.

9. Registration for change of enterprises’ representatives at law

a) Registration for change of the representatives at law of limited liability companies, joint-stock companies:

- The companies shall send notices, made according to form MTB-3, thereon to the provincial-level Business Registration Bureaus where they have made their business registration. Besides the notices, the companies must produce the originals of the household registration books or the people’s identity cards or passports of the new representatives at law, and the valid copies of:

+ For limited liability companies with two or more members: The Members Council’s decision on the change of the company’s representative at law.

+ For joint-stock companies: The Shareholders General Assembly’s decision or other papers as prescribed in the company’s charter on the change of the company’s representative at law.

+ For one-member limited liability companies: The company owner’s decision or other papers as prescribed in the company’s charter on the change of the company’s representative at law.

+ For partnerships: The partnership members’ decision on the change of the company’s representative at law.

- Where companies are engaged in production and business lines which require profession- practicing certificates and their representatives at law are the only persons who have such certificates, enclosed with the notices must be the profession-practicing certificates of the to be- replacing representatives at law.

- Upon receiving the notices, the provincial-level Business Registration Bureaus must issue receipts according form MTB-8 to the companies.

- Within 7 days after receiving the notices, the provincial-level Business Registration Bureaus shall change the business registration certificates for the companies according to form MG-2, MG-3 or MG-4.

b) Registration for change of partnership members of partnerships:

- When partnerships receive members, expel members or have their members withdraw from the companies, they shall send the notices thereon to the provincial-level Business Registration Bureaus where the companies have made their business registration, according to form MTB-3. Besides the notices, the companies must produce the valid copy of the Members Council’s decision on the change of partnership members, produce the originals of the household registration books or the people’s identity cards or passports of the admitted partnership members.

- Where partnership are engaged in production and business lines which require profession-practicing certificates, upon receiving the partnership members, in addition to the notices, there must also be the valid copies of the profession- practicing certificates of the admitted members.

- Upon receiving the notices, the provincial-level Business Registration Bureaus must issue the receipts, made according to form MTB-8, to the companies.

- Within 7 days after receiving the notices, the provincial-level Business Registration Bureaus shall change the business registration certificates for the companies, made according to form MG-5.

10. Registration for change of investment capital of private enterprise owners and the charter capital of companies

a) When changing investment capital of private enterprise owners and charter capital of companies, enterprises shall send the notices thereon to the provincial-level Business Registration Bureaus where they have made their business registration, according to form MTB-3.

- For companies, besides the notices, the companies must also produce the valid copies of:

+ For limited liability companies with two or more members: The Members Council’s decision on the change of charter capital.

+ For joint-stock companies: The Shareholders General Assembly’s decision or other papers as prescribed in the company’s charter on the change of the charter capital.

+ For one-member limited liability companies: The company owner’s decision or other papers as prescribed in the company’s charter on the change of charter capital.

+ For partnerships: The partnership members’ decision on change of charter capital.

- Where enterprises are engaged in production and business lines which require legal capital, when registering for the reduction of investment capital of private enterprises or the reduction of the charter capital of the companies, the post-reduction registered capital levels must not be lower than the legal capital level applicable to such production and business lines.

b) Upon receiving the notices, the provincial-level Business Registration Bureaus must issue the receipts according to form MTB-8 to the enterprises.

c) Within 7 days after receiving the notices, the provincial-level Business Registration Bureaus shall change the business registration certificates for the enterprises according to form of business registration certificate of each type of enterprise MG-1, MG-2, MG-3, MG-4 or MG-5.

11. Registration for change of members of limited liability companies with two or more members, capital-contributing members of partnerships

a) When limited liability companies with two or more members change their members without changing the company form or partnerships change their members, they must send the notices thereon to the provincial-level Business Registration Bureaus where the enterprises have made their business registration, according to form MTB-3. Besides the notices, the companies must also produce papers proving that they have completed the procedures prescribed in Article 32 of the Enterprise Law, produce the valid copy of the written agreement or vouchers, dossiers on the transfer of the contributed capital parts, with certification of the companies’ representatives at law, produce the original of the household registration books, the people’s identity cards or passports of the admitted members.

b) Upon receiving the notices, the provincial-level Business Registration Bureaus must issue the receipts according to form MTB-8 to the companies.

c) Within 7 days after receiving the notices, the provincial-level Business Registration Bureaus shall change the business registration certificates for the enterprises according to form MG-2, MG-5.

12. Notice on temporary cessation of operation of enterprises

a) At least 15 days before temporarily ceasing their operations, enterprises shall send the notices thereon to the provincial-level Business Registration Bureaus where they have already made their business registration and the tax agencies, according to form MTB-4.

For limited liability companies, partnership companies and joint-stock companies, besides the notices, they must also produce the valid copies of the decisions of the Shareholders’ General Assembly, the Members’ Council or the Management Council on the temporary cessation of operation.

b) Upon receiving the notices, the provincial-level Business Registration Bureaus must issue receipts according to form MTB-8 to the enterprises.

13. Re-granting of business registration certificates

a) Re-granting of business registration certificates in case of loss thereof

When losing their business registration certificates, enterprises must declare such with the police office in the localities where they have lost their business registration certificates and the Business Registration Bureaus where their business registration certificates were granted, and make announcement on the mass media for three times in a row.

30 days after the announcement, if the enterprises cannot find their lost business registration certificates, they shall request the bodies which have granted them the business registration certificates to re-grant them. The dossiers of requesting the re-granting of business registration certificates shall include:

- The application for re-granting of the business registration certificate;

- The police office’s certification of the declaration of the loss of business registration certificate of the enterprise;

- The receipt of the mass media offices on the publishing of the announcement on the loss of the business registration certificate of the enterprise or the paper which has published such announcement.

b) Re-granting of business registration certificates in cases where the certificates have been torn, wrinkled up,’

Where their business registration certificates are torn or wrinkled up, enterprises shall again carryout the procedures for the re-granting of business registration certificates. The dossiers of application therefor shall include:

- The application for re-granting of business registration certificate;

- The original of the torn or wrinkled-up business registration certificate.

c) Upon receiving the dossiers from enterprises for cases mentioned at Points a and b of this Section, the provincial-level Business Registration Bureaus must issue receipts made according to form MTB-8 to the enterprises.

Within five days after receiving the dossiers, the provincial level Business Registration Bureaus shall re-grant the business registration certificates to the enterprises according to form of the business registration certificate of each type of enterprise MG-1, MG-2, MG-3, MG-4, MG-5. The serial number of the re-granted business registration certificate shall be the number of the lost, torn or wrinkled-up business registration certificate and the time of re-granting shall be clearly inscribed in the business registration certificate.

14. Change of business registration certificates granted under the Law on Private Enterprises or the Law on Companies

a) Enterprises shall change their business registration certificates granted under the Law on Private Enterprises or the Law on Companies for the business registration certificates with business registration numbers under the provisions of this Circular in the following cases:

- The enterprises have lost their seals;

- The enterprises are re-named;

- The enterprises move their head-offices to other provinces or cities;

- The enterprises voluntarily change their business registration certificates.

b) The re-granted business registration certificates shall be inscribed with the date of issuing the first-time business registration certificates and the date of issuing the re-granted business registration certificates.

15. The time for using business registration certificate forms issued together with this Circular (not printed herewith) to grant business registration to enterprises

a) As from January 1, 2002, the provincial-level Business Registration Bureaus shall use the business registration certificate forms issued together with this Circular to grant business registration certificates to enterprises.

b) For the enterprises which have been granted business registration certificates before January 1, 2002, when making business change registration, the provincial-level Business Registration Bureaus shall use the business registration certificate forms issued together with this Circular to grant the business change registration for enterprises, including enterprises which have already been granted the business registration certificates under the Law on Private Enterprises or the Law on Companies, and maintain the previous business registration numbers.

Particularly for the Business Registration Bureaus subject to the pilot national enterprise information network under the Planning and Investment Minister’s Decision No.194/QD-BKH of May 4, 2001 approving the master plan on development and realization of the national enterprise information network, the time for using the paper forms prescribed in this Circular shall follow the pilot plan.

16. Notification and archival of business registration contents

Within 7 days after granting business registration certificates, changing business registration certificates, re-granting business registration certificates or withdrawing business registration certificates of enterprises, the provincial-level Business Registration Bureaus shall send the copies of the business registration certificates, the copies of the changed business registration certificates, the copies of the re-granted business registration certificates or the notices on withdrawal of business registration certificates to the Ministry of Planning and Investment, tax offices, statistical offices, techno-economic branch managing bodies of the same level, the district-level Business Registration Bureaus of the localities where the enterprises are headquartered.

After granting business registration certificates, changing business registration certificates, re-granting business registration certificates, withdrawing business registration certificates, receiving notices on temporary cessation of operation of enterprises’, the provincial-level Business Registration Bureaus shall record the business registration contents of the enterprises in the business registration books kept at the Business Registration Bureaus.

II. BUSINESS REGISTRATION FOR INDIVIDUAL BUSINESS HOUSEHOLDS

1. Business registration order and procedures

a) Individuals or household representatives shall file the application for business registration of individual business households to the district-level Business Registration Bureaus of the localities where their business locations are situated. Business households conducting consignment trading or mobile trading within districts shall have to choose a fixed location like place of household registration, temporary residence registration, or trade transactions for their business registration.

Individuals or household representatives, when submitting applications for business registration, must produce the originals of household registration books or people’s identity cards or passports of the persons whose names are used in business registration.

In case of conducting production and business lines which require profession-practicing certificates, the application must be enclosed with the valid copies of the profession-practicing certificates of such individuals or household representatives.

b) Upon receiving the business registration applications, the district-level Business Registration Bureaus must issue the receipts to the application submitters.

c) Within 7 days after receiving the applications, the district-level Business Registration Bureaus of the localities where the individual business households base their business locations shall grant the business registration certificates to the individual business households according to form MG-6, if all the conditions prescribed in Clause 3, Article 19 of Decree No.02/2000/ND-CP are met.

The district-level Business Registration Bureaus shall inscribe the serial numbers of the business registration certificates of individual business households as follows:

- The code of the province or centrally-run city: 2 characters.

- The code of the urban district, rural district, provincial capital or city: 1 character.

- Code of form: 1 character, 8 = individual business household.

- The serial number of individual business household: 6 characters from 000001 to 999999.

Examples on the inscription of the serial numbers of business registration certificates of individual business households:

- An individual business household having its business location in Hoan Kiem district, Hanoi city, shall have its business registration certificate number inscribed as follows:

01C8000002 (the business registration certificate is granted to the second individual business household in Hoan Kiem district, Hanoi city).

d) Where the papers prescribed at Point a of this Section are inadequate or contain unfilled-in details or where the individual business household’s name is identical to the proper name of another individual business household which has already made business registration in the same urban or rural district, the district-level Business Registration Bureaus shall, within five days after receiving the dossiers, have to clearly notify the contents which need to be amended and/or supplemented and ways of amendment and/or supplement to the business registrants, according to form MTB-7.

2. Production and business lines inscribed in business registration

The production and business line inscribed in the business registration of individual business households shall comply with the provisions of Point 3, Section I of this Circular.

3. Registration for change of business registration contents

a) When changing the already registered business contents, individual business households shall send notices thereon to the district-level Business Registration Bureaus where they have made the registration.

Where they change to production and business lines which require profession-practicing certificates, they must send together with the notice the valid copies of the profession-practicing certificates of individuals or household representatives.

b) Upon receiving the notices, the district-level Business Registration Bureaus must issue the receipts, made according to form MTB-8, to individual business households.

c) Within five days after receiving the notices, the district-level Business Registration Bureaus where the individual business households have already made the registration shall grant the business registration certificates to individual business households.

d) In case of moving their business locations to other urban or rural districts, the individual business households shall send notices thereon to the district-level Business Registration Bureaus where they have made registration; and at the same time send such notices to the district-level Business Registration Bureaus of the localities where they plan to base their new business locations, together with the valid copies of the business registration certificates.

- The district-level Business Registration Bureaus where the individual business households have made their registration and the district-level Business Registration Bureaus of the localities where the individual business households plan to base their new business locations must issue receipts to the individual business households.

- Within five days after receiving the notices, the district-level Business Registration Bureaus of the localities where the individual business households plan to base their new business locations shall change the business registration certificates for the individual business households; if the individual business households’ names are not identical to the names of other individual business households which have already made business registration in the same urban or rural districts where the individual business households move in.

- Where the individual business households’ names are identical to the names of other individual business households which have made the business registration in the same urban or rural districts where the former move in, within five days after receiving the notices, the district-level Business Registration Bureaus of the localities where the individual business households plan to base their new business locations must notify the latter thereof and guide them to choose other names.

- Within five days after being re-granted the business registration certificates, individual business households must send the valid copies of these business registration certificates and return the previously granted business registration certificates to the district-level Business Registration Bureaus where the individual business households previously registered their business.

4. Change of previously granted business registration certificates, re-granting of business registration certificates with business registration numbers under the provisions of this Circular

a) From January 1, 2002 to December 31, 2004, the district-level Business Registration Bureaus shall encourage and create favorable conditions for individual business households, which have been granted business licenses under Decree No.66/HDBT of March 2, 1992 or have been granted business registration certificates under the provisions of Circular No.03/2000/TT-BKH of March 2, 2000, to register the change for business registration certificates with business registration numbers prescribed by this Circular.

b) As from January 1, 2005, the district-level Business Registration Bureaus shall use the forms of business registration certificates with business registration numbers prescribed by this Circular to re-grant the business registration certificates to individual business households which have been granted the business licenses under Decree No.66/HDBT of March 2, 1992 or have been granted business registration certificates under the provisions of Circular No.03/2000/TT-BKH of March 2, 2000.

c) The re-granted business registration certificates shall be inscribed with both the date of issuing the old business registration certificate and the date or re-granting.

5. The time for using the business registration certificate forms issued together with this Circular to grant the business registration for individual business households

As from January 1, 2002, the district-level Business Registration Bureaus shall use the business registration certificate forms issued together with this Circular to grant the business registration for the new registering individual business households.

6. Notification and archival of business registration contents

Within seven days after granting the business registration certificates, changing the business registration certificates, re-granting the business registration certificates or withdrawing the business registration certificates of individual business households, the district-level Business Registration Bureaus must send the copies of the business registration certificates, the copies of the changed business registration certificates, the copies of the re-granted business registration certificates, the notices on withdrawal of business registration certificates to the tax offices of the same level.

After granting business registration certificates, changing business registration certificates, re-granting business registration certificates, withdrawing business registration certificates or receiving notices on temporary business cessation,’, the district-level Business Registration Bureaus shall record the business registration contents of individual business households in the business registration books kept at the Business Registration Bureaus.

III. IMPLEMENTATION PROVISIONS

This Circular shall replace Circular No.03/2000/TT-BKH of March 2, 2000 of the Ministry of Planning and Investment and take effect 15 days after its signing.

If in the course of implementation any problem arises, it should be reported in time to the Ministry of Planning and Investment for consideration, amendment and supplement.