Decree No. 05/2013/ND-CP dated January 9, 2013 of the Government amending and supplementing a number of provisions on administrative procedures of the Government’s Decree No. 43/2010/ND-CP of April 15, 2010, on enterprise registration

THE GOVERNMENT

Decree No. 05/2013/ND-CP of January 9, 2013, amending and supplementing a number of provisions on administrative procedures of the Government’s Decree No. 43/2010/ND-CP of April 15, 2010, on enterprise registration

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

Pursuant to the November 29, 2005 Law on Enterprises;

In furtherance of the Government’s Resolution No. 25/NQ-CP of June 2, 2010, on simplification of 258 administrative procedures under the management of ministries and sectors;

In furtherance of the Government’s Resolution No. 70/NQ-CP of December 27, 2010, on simplification of administrative procedures under the management of the Ministry of Planning and Investment;

At the proposal of the Minister of Planning and Investment,

The Government promulgates the Decree amending and supplementing a number of provisions on administrative procedures of the Government’s Decree No. 43/2010/ND-CP of April 15, 2010, on enterprise registration.

Article 1. To amend and supplement a number of articles of Decree No. 43/2010/ND-CP of April 15, 2010, on business registration

1. To amend Clause 4, Article 7 as follows:

“4. For business lines that are neither included in the Vietnamese system of economic sectors nor stipulated in other legal documents, business registration offices shall consider writing these business lines in enterprise registration certificates if they are not those banned from business and concurrently notify them to the Ministry of Planning and Investment (the General Statistics Office) for addition of new codes.”

2. To add the following Articles 8a, 8b and 8c below Article 8:

“Article 8a. Number of registration dossiers of enterprises or business households

1. An enterprise shall submit 1 dossier to the provincial-level business registration office when conducting enterprise registration, registration of the operation of a branch or representative office, or when notifying the formation of a business place or registering changes in the enterprise registration content.

2. A business household shall submit 1 dossier to the district-level business registration office when registering business household establishment or registration of changes in the registered content.

Article 8b. Valid copies of documents in the enterprise registration dossier

1. Valid copies of the documents in the enterprise registration dossier are documents which are certified or copied from the originals by competent agencies or organizations.

2. For registration dossiers required to contain the transfer contract or written certification of donation or grant of contributed capital portions, enterprises may submit the original or valid copy.

Article 8c. Announcement of enterprise registration content

1. Within 30 days after establishing an enterprise or registering changes in the enterprise registration content, the enterprise must publish enterprise registration content on the national business registration information portal in accordance with Article 28 of the Enterprise Law and pay the fee for such publication.

The Ministry of Finance shall assume the prime responsibility for, and coordinate with the Ministry of Planning and Investment in, promulgating regulations on fee levels for announcement of enterprise registration content.

2. A joint-stock company issuing additional common shares and offering sale of these shares to all ordinary shareholders in proportion to their existing shares in the company shall send written notice of the additional issuance of common shares to permanent residence address of shareholders by registered mail.

This notice must be published on the national enterprise registration information portal or a newspaper for 3 consecutive issues within 10 working days after the date of notification.

3. Within 7 working days after adopting a decision to dissolve the enterprise as prescribed in Clause 1, Article 158 of the Enterprise Law, the enterprise must send a copy of the dissolution decision to the business registration office, all creditors, persons with related rights, obligations and interests, and employees of the enterprise.

The enterprise shall publicly post up the enterprise dissolution decision at its head office and branches and on the national enterprise registration information portal.”

3. To amend and supplement Article 57 as follows:

“Article 57. Business suspension

An enterprise or a business household that suspends its business operation shall send a notice thereof to the business registration office with which it has registered its business and the tax office at least 15 days before such suspension. A notice must contain the following details:

1. The enterprise’s name, head office address, enterprise identification number and date of grant of its enterprise registration certificate or another equivalent paper, for enterprises; or the business household registration certificate, for business households.

2. Business lines.

3. The business suspension duration, the starting and ending dates thereof, which must not exceed one year. Past this suspension duration, if the enterprise or business household still suspends its operation, it must send another notice to the business registration office. The total consecutive time of suspension must not exceed 2 years.

4. The reasons for business suspension.

5. The full name and signature of the enterprise’s representative at law or the business household’s representative.

This notice must be enclosed with the decision and the minutes of the Members’ Council meeting, for limited liability companies with two or more members; of the company owner, for one-member limited liability companies; of the Shareholders’ General Meeting, for joint-stock companies; or of partners, for partnerships.

A business registration office shall give a receipt of dossier to the applicant after receiving a notice of business suspension of an enterprise or a business household.

Within 5 working days after receiving a valid dossier, a business registration office shall grant a written certification of business suspension of an enterprise or a business household according to the form provided by the Ministry of Planning and Investment.”

Article 2. Effect

This Decree takes effect on February 25, 2013.

Article 3. Organization of implementation

1. The Minister of Planning and Investment shall guide and organize the implementation of this Decree.

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

On behalf of the Government
The Prime Minister
NGUYEN TAN DUNG