Decree No. 108/2018/ND-CP dated October 10, 2018 of the Government on amending and supplementing a number of articles of the Government’s Decree No. 78/2015/ND-CP of September 14, 2015, on enterprise registration

DECREE

Amending and supplementing a number of articles of the Government’s Decree No. 78/2015/ND-CP of September 14, 2015, on enterprise registration

Pursuant to the June 19, 2015 Law on Organization of the Government;

Pursuant to the November 26, 2014 Law on Enterprises;

Pursuant to the November 26, 2014 Law on Investment;

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

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

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

At the proposal of the Minister of Planning and Investment;

The Government promulgates the Decree amending and supplementing a number of articles of the Government’s Decree No. 78/2015/ND-CP of September 14, 2015, on enterprise registration.

Article 1. To amend and supplement a number of articles of the Government’s Decree No. 78/2015/ND-CP of September 14, 2015, on enterprise registration

1. To add the following Clause 4 to Article 4:

“4. Enterprises are not required to append their seals in written requests for enterprise registration, notices of change in enterprise registration contents, resolutions, decisions, or minutes of meetings in the enterprise registration dossiers.”

2. To amend Article 11 as follows:

“Article 11.Authorization for carrying out enterprise registration procedures

In case the person competent to sign a written request for enterprise registration authorizes another organization or individual to carry out enterprise registration procedures, the authorized organization or individual shall, when carrying out the procedures, submit a valid copy of one of the personal identification papers prescribed in Article 10 of this Decree, together with:

1. A valid copy of the service provision contract signed with the organization commercially carrying out enterprise registration procedures, and such organization’s letter of introduction of the person directly carrying out enterprise registration procedures; or,

2. A power of attorney for the person carrying out enterprise registration procedures, which is not required to be notarized or certified.”

3. To amend Point d, Clause 1, and annul Clause 3, Article 16 as follows:

“d/ Guide business registration divisions in digitalizing enterprise registration dossiers, standardizing enterprise registration data, and updating enterprise registration data in localities to the national enterprise registration database.”

4. To amend Clause 4, Article 23 as follows:

“4. Valid copies of the following papers:

a/ Any of the personal identification papers prescribed in Article 10 of this Decree, of the company owner being an individual;

b/ The enterprise establishment decision or enterprise registration certificate or an another equivalent document, of the company owner being an organization (except the case the company owner is the State);

c/ The investment registration certificate, for enterprises established by foreign investors or foreign-invested economic organizations under the Law on Investment and guiding documents.”

5. To add the following Clause 6 to Article 25:

“6. An enterprise may register for enterprise transformation together with registering for change in enterprise registration contents and notification of change in other contents of enterprise registration, except the case of registration for replacement of its at-law representative.

In this case, a dossier for registration for enterprise transformation must comply with Clause 1, 2, 3 or 4 of this Article.”

6. To add the following Article 25a to below Article 25:

“Article 25a. Registration for establishment of enterprises transformed from business households

1. The registration for establishment of an enterprise transformed from a business household shall be carried out at the business registration division of the place where the enterprise’s head office is expected to be located.

2. A dossier for registration for the establishment of an enterprise transformed from a business household must comprise the original of the business household registration certificate, a valid copy of the tax registration certificate, and the papers specified in Article 21, 22 or 23 of this Decree, depending on the type of the enterprise.

3. Within 2 working days after granting an enterprise registration certificate, the business registration division shall send a copy of the enterprise registration certificate and the original of the business household registration certificate to the district-level business registration agency of the place where the business household’s office is located for terminating operation of the business household.”

7. To amend Clause 3, Article 28 as follows:

“3. Past the above-said time limit, if receiving no enterprise registration certificate or no written certification of change in enterprise registration contents, or not permitted to change enterprise registration contents in the national enterprise registration database, or receiving no request for modification of the enterprise registration dossier, the enterprise founder or the enterprise may lodge a complaint or denunciation in accordance with the law on complaints and denunciations.”

8. To amend Clause 2, Article 29 as follows:

“2. An enterprise may submit an enterprise registration dossier, receive the enterprise registration certificate or written certification of change in enterprise registration contents directly at the business registration division, or register for submitting the dossier and receiving the dossier processing result by post.”

9. To amend Clause 2, Article 33 as follows:

“2. Notification of establishment of business locations:

Business locations of an enterprise may be established outside the registered place of its head office. Within 10 working days after issuing a decision to establish a business location, an enterprise shall send a notice of the establishment of the business location to the business registration division of the place of such business location. This notice must have the following details:

a/ Enterprise identification number;

b/ Name and address of the head office of the enterprise, or name and address of the branch of the enterprise (in case the business location is in the province or centrally run city where the branch is located);

c/ Name and address of the business location;

d/ Fields of operation of the business location;

dd/ Full name, place of residence, and serial number of identity card or passport or another lawful personal identification paper prescribed in Article 10 of this Decree, of the head of the business location;

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