THE GOVERNMENT ______ No. 168/2025/ND-CP | THE SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness ____________________ Hanoi, June 30, 2025 |
DECREE
On enterprise registration
Pursuant to the Law on Organization of the Government dated February 18, 2025;
Pursuant to the Law on Organization of Local Administration dated June 16, 2025;
Pursuant to the Law on Enterprises dated June 17, 2020; the Law dated June 17, 2025 Amending and Supplementing a Number of Articles of the Law on Enterprises;
Pursuant to the Law on Tax Administration dated June 13, 2019;
Pursuant to the Law on Securities dated November 26, 2019;
Pursuant to the Law on Investment dated June 17, 2020; the Law dated November 29, 2024 Amending and Supplementing a Number of Articles of the Planning Law, Law on Investment, Law on Investment in the Form of Public-Private Partnership, and Bidding Law;
Pursuant to the Law on Credit Institutions dated January 18, 2024;
Pursuant to the Law on Insurance Business dated June 16, 2022;
Pursuant to the Law on Identification dated November 27, 2023;
Pursuant to the Law on E-transactions dated June 22, 2023;
Pursuant to the Law on Social Insurance dated June 29, 2024;
Pursuant to the Labor Code dated November 20, 2019;
At the proposal of the Minister of Finance;
The Government hereby promulgates the Decree on enterprise registration.
Chapter I
GENERAL PROVISIONS
Article 1. Scope of regulation
This Decree prescribes dossiers, order, and procedures for enterprise registration; regulations on registration and operation of business households; regulations on the inter-agency implementation of procedures for enterprise registration and business household registration; enterprise registration and business household registration via the electronic information network; provision, exploitation, and sharing of enterprise registration and business household registration information; regulations on Agencies for Business Registration for enterprises and business households and state management of enterprise registration and business household registration.
Article 2. Subjects of application
1. Domestic organizations and individuals; foreign organizations and individuals carrying out enterprise registration and business household registration in accordance with the law of Vietnam.
2. Enterprises.
3. Business households.
4. Agencies for Business Registration.
5. State management agencies in charge of business registration.
6. Agencies assigned with the competence for state management of labor as prescribed by the Labor Code.
7. Social security offices as prescribed by the Law on Social Insurance.
8. Tax Administration Offices as prescribed by the Law on Tax Administration.
9. Other agencies, organizations, and individuals involved in enterprise registration and the registration and operation of business households.
Article 3. Interpretation of terms
In this Decree, the terms below are construed as follows:
1. Enterprise registration means the registration of business registration details and tax registration details of a proposed enterprise, the registration of changes in enterprise registration details, the registration of operation and registration of changes in operation registration details of branches, representative offices, and business locations of an enterprise, other registration and notification obligations, and related professional operations as prescribed by the Law on Enterprises and this Decree.
2. Business household registration means the registration by a business household founder of business registration details and tax registration details of a proposed business household, the registration of changes in business household registration details, and other registration obligations as prescribed by this Decree.
3. Owner of a business household means an individual registering the establishment of a business household or a person authorized by household members to act as the representative of the business household.
4. National Business Registration Information System as prescribed in Clause 19, Article 4 of the Law on Enterprises means a specialized professional information system on enterprise registration developed and operated by the Ministry of Finance in coordination with relevant agencies to send, receive, store, display, or perform other operations on data to serve enterprise registration.
5. Information system on business household registration means a component of the National Business Registration Information System developed and operated by the Ministry of Finance in coordination with relevant agencies to send, receive, store, display, or perform other operations on data to serve business household registration.
6. National business registration database means a collection of data on enterprise registration nationwide. Information in enterprise registration dossiers and the legal status of enterprises stored in the National business registration database is legally valid as primary-source information on enterprise registration.
7. Database on business household registration means a component of the National business registration database, comprising a collection of data on business household registration nationwide. Information in business household registration dossiers and the legal status of business households stored in the Database on business household registration is legally valid as primary-source information on business household registration.
8. Copy means a paper document copied from a master register or certified from an original by a competent agency or organization, or collated with the original by the Agency for Business Registration.
9. E-document means a document in the form of a data message created or digitized from a paper document that accurately and completely reflects the content and format of the paper document. E-documents must be in ".pdf" format. The name of an e-document must correspond to the name of the type of paper document as prescribed. Individuals signing documents in enterprise registration or business household registration dossiers may use a digital signature to sign directly on the e-document or sign directly on the paper document and scan the paper document in color image mode.
10. Dossier submitter means a person competent to sign a written request for enterprise registration or business household registration, or a person authorized by the person competent to sign a written request for enterprise registration or business household registration to carry out enterprise registration or business household registration procedures as prescribed in Article 12 and Article 93 of this Decree.
11. Document proving the completion of a transfer includes one of the following documents:
a) A copy or an extract of the register of members or the register of shareholders;
b) A copy or the original of the minutes of liquidation of the transfer contract;
c) A bank confirmation of the completion of payment;
d) Other documents validly proving the completion of the transfer of shares or contributed capital amounts as prescribed by law.
12. Document proving capital contribution includes one of the following documents:
a) A copy or an extract of the register of members or the register of shareholders;
b) A copy of the certificate of contributed capital;
c) A bank confirmation of the transfer of funds into the enterprise's account;
d) Other documents validly proving the completion of capital contribution as prescribed by law.
13. Electronic authentication means the activity of authenticating the identity of a dossier submitter or a person authorized to carry out enterprise registration or business household registration procedures, performed through the National Population Database or the electronic identification and authentication platform by one of the following means: One-Time Password (OTP), biometric means, official phone number, or other means as prescribed by the law on electronic authentication.
Article 4. Principles of application in settling enterprise registration procedures
1. Enterprise founders or enterprises shall self-declare their enterprise registration dossiers and be held responsible before law for the legality, truthfulness, and accuracy of the information declared in their enterprise registration dossiers and reports.
2. In case a limited liability company or a joint stock company has more than one at-law representative, the at-law representative carrying out enterprise registration procedures must ensure and be held responsible for the proper exercise of his/her rights and performance of his/her obligations as prescribed in Clause 2, Article 12 of the Law on Enterprises.
3. The Agency for Business Registration shall be responsible for the validity of enterprise registration dossiers, but not for violations of law committed by enterprises and enterprise founders.
4. The Agency for Business Registration shall not settle disputes among members or shareholders of a company, or between them and other organizations or individuals, or between an enterprise and other organizations or individuals.
5. Enterprises are not required to affix a seal on written requests for enterprise registration, meeting minutes, resolutions, or decisions in their enterprise registration dossiers. The affixing of seals on other documents in enterprise registration dossiers must comply with relevant law regulations.
6. An enterprise may concurrently carry out procedures for registering changes to enterprise registration details, notifying changes to enterprise registration details, notifying the update and supplementation of enterprise registration information, and correcting enterprise registration information in a single dossier.
Article 5. Right to establish enterprises and obligation to make enterprise registration
1. The establishment of enterprises in accordance with law is a right of individuals and organizations and is protected by the State.
2. Enterprise founders or enterprises are obliged to fully and promptly fulfill their obligations regarding enterprise registration and public disclosure of information on the establishment and operation of enterprises as prescribed in this Decree and relevant legal documents.
3. Agencies for Business Registration and other agencies are strictly prohibited from causing difficulties for organizations and individuals when receiving dossiers and settling enterprise registration procedures.
Article 6. Enterprise Registration Certificate, Certificate of Registration of Operation of Branch/Representative Office, Certificate of Registration of Business Location
1. An Enterprise Registration Certificate, a Certificate of Registration of Operation of a Branch/Representative Office, or a Certificate of Registration of a Business Location shall be issued to an enterprise, or a branch, representative office, or business location of an enterprise.
2. The details of an Enterprise Registration Certificate, a Certificate of Registration of Operation of a Branch/Representative Office, or a Certificate of Registration of a Business Location shall be recorded based on the information in the enterprise registration dossier.
3. An Enterprise Registration Certificate is also the Tax Registration Certificate of the enterprise. A Certificate of Registration of Operation of a Branch/Representative Office is also the Tax Registration Certificate of the branch/representative office. An Enterprise Registration Certificate or a Certificate of Registration of Operation of a Branch/Representative Office is not a business license.
Article 7. Writing of business lines of enterprises
1. When registering the establishment of an enterprise, notifying a change in business lines, or requesting a conversion to an Enterprise Registration Certificate, the enterprise founder or the enterprise shall select a level-four economic sector in the Vietnam’s Standard Industrial Classification of Economic Activities to write the business line in the enterprise registration dossier. The Agency for Business Registration shall provide guidance, cross-check, and record the enterprise's business lines in the National Business Registration Database.
2. The specific details of the level-four economic sectors prescribed in Clause 1 of this Article shall comply with the Prime Minister's decision promulgating Vietnam’s Standard Industrial Classification of Economic Activities.
3. For conditional business investment lines specified in other legal documents, the business lines shall be written according to the lines specified in those legal documents.
4. For business lines not included in the Vietnam’s Standard Industrial Classification of Economic Activities but specified in other legal documents, the business lines shall be written according to the lines specified in those legal documents.
5. For business lines not included in the Vietnam’s Standard Industrial Classification of Economic Activities and not yet specified in other legal documents, the Agency for Business Registration shall record the addition of these business lines for the enterprise if they are not prohibited business investment lines, and at the same time notify the Ministry of Finance for supplementation of new business lines.
6. In case an enterprise wishes to write a business line in greater detail than a level-four economic sector, the enterprise shall select a level-four economic sector in the Vietnam’s Standard Industrial Classification of Economic Activities, then write the detailed business line of the enterprise under the level-four economic sector, provided that the detailed business line is consistent with the selected level-four economic sector. In this case, the business line of the enterprise is the detailed business line it has written.
7. The writing of business lines as prescribed in Clauses 3 and 4 of this Article shall be carried out in accordance with Clause 6 of this Article, in which the detailed business line shall be written according to the business line specified in specialized legal documents.
8. The state management of conditional business investment lines and conditional market access lines for foreign investors falls under the competence of specialized agencies as prescribed by specialized laws.
Article 8. Enterprise identification number, identification number of affiliated units of an enterprise, identification number of business location
1. Each enterprise is granted a unique number called an enterprise identification number. This number is also the tax identification number of the enterprise.
2. The enterprise identification number shall exist throughout the operation of the enterprise and shall not be re-issued to another organization or individual. When an enterprise terminates its operation, its enterprise identification number shall cease to be valid.
3. Enterprise identification numbers shall be automatically created, sent, and received by the National Business Registration Information System and the Tax Registration Application System and shall be recorded on the Enterprise Registration Certificate.
4. State management agencies shall uniformly use enterprise identification numbers to perform state management and exchange information about enterprises.
5. The identification number of an affiliated unit of an enterprise shall be issued to a branch or representative office of the enterprise. This number is also the tax identification number of the branch or representative office.
6. The identification number of a business location is a 5-digit number issued in sequential order from 00001 to 99999. This number is not the tax identification number of the business location.
7. In case an enterprise, branch, or representative office has its tax identification number invalidated as prescribed by the Law on Tax Administration, the enterprise, branch, or representative office is not allowed to use the tax identification number in economic transactions from the date the Tax Office publicly announces the invalidation of the tax identification number.
8. For branches and representative offices established before November 01, 2015, but not yet issued with an affiliated unit identification number, the enterprise shall directly contact the Tax Office to be issued with the number, then carry out procedures for registering changes in operation registration details of the branch or representative office at the provincial-level Agency for Business Registration as prescribed.
9. For enterprises established and operating under an Investment License or an Investment Certificate (which is also an Enterprise Registration Certificate) or equivalent legal documents, the enterprise identification number is the tax identification number issued by the Tax Office to the enterprise.
10. The enterprise identification number and affiliated unit identification number shall be used as the social insurance participation unit identification number.
Article 9. Quantity of enterprise registration dossiers
1. Enterprise founders or enterprises shall submit 01 dossier when carrying out enterprise registration procedures.
2. The Agency for Business Registration shall not request an enterprise founder or enterprise to submit more than 01 dossier or any papers other than those in an enterprise registration dossier as prescribed in the Law on Enterprises and this Decree.
Article 10. Language used in enterprise registration dossiers
1. Papers and documents in enterprise registration dossiers shall be made in Vietnamese.
2. In case an enterprise registration dossier contains foreign-language documents, the dossier must have a notarized Vietnamese translation enclosed with the foreign-language document.
3. In case papers and documents in an enterprise registration dossier are made in both Vietnamese and a foreign language, the Vietnamese version shall be used for carrying out enterprise registration procedures.
Article 11. Declaration of personal information in carrying out enterprise registration procedures
1. In case of having a personal identification number, the person carrying out enterprise registration procedures shall declare information on his/her full name, date of birth, personal identification number, and gender, and those of individuals required to declare personal information in the enterprise registration dossier, and agrees to share personal information stored in the National Population Database with the Agency for Business Registration and state management agencies in charge of business registration to serve the state management of enterprise registration as prescribed. The declared information shall be cross-checked with the information stored in the National Population Database. In case the declared personal information is inconsistent with the information stored in the National Population Database, the individual shall be responsible for updating and adjusting the information to ensure accuracy and consistency.
2. In case of submitting an enterprise registration dossier in paper form, the dossier submitter shall present his/her Identification Card or Citizen Identity Card or use an electronic identity card as prescribed by law to carry out enterprise registration procedures. In case the dossier submitter does not have a personal identification number, the dossier must be enclosed with a copy of his/her valid passport or foreign passport or equivalent documents.
3. In case of not having a personal identification number, an enterprise registration dossier that requires the declaration of personal information of the owner, member, shareholder, at-law representative of the enterprise, authorized representative of the owner, member, or shareholder being an organization, or head of a branch, representative office, or business location must be enclosed with a copy of his/her valid passport or foreign passport or equivalent documents.
4. In case the connection between the National Business Registration Database and the National Population Database is interrupted, the enterprise registration dossier must be enclosed with a copy of the valid Identification Card, Citizen Identity Card, passport, or foreign passport or equivalent documents of the dossier submitter, owner, member, shareholder, at-law representative of the enterprise, authorized representative of the owner, member, or shareholder being an organization, or head of a branch, representative office, or business location as prescribed.
5. Personal information shared by the National Population Database with the National Business Registration Database includes:
a) Full name;
b) Date of birth;
c) Personal identification number;
d) Gender;
dd) Ethnicity;
e) Nationality;
g) Place of permanent residence;
h) Current place of residence.
6. The Agencies for Business Registration and state management agencies in charge of business registration have the right to exploit information in the National Population Database to settle enterprise registration procedures, store and preserve information and data as prescribed by law, ensure safety and security, and make backup copies to ensure the completeness and integrity of dossiers, allowing access and use when necessary or for inspection, cross-checking, investigation, complaint settlement, and information provision upon request from agencies and organizations as prescribed.
Article 12. Authorization for carrying out enterprise registration procedures
A person competent to sign a written request for enterprise registration may authorize another organization or individual to carry out enterprise registration procedures under the following regulations:
1. In case of authorizing an individual to carry out enterprise registration procedures, the enterprise registration dossier must be enclosed with a power of attorney for the individual to carry out procedures related to enterprise registration. This power of attorney is not required to be notarized or certified.
2. In case of authorizing an organization to carry out enterprise registration procedures, the enterprise registration dossier must be enclosed with a copy of the authorization contract for the organization to carry out procedures related to enterprise registration, a letter of introduction, or a document assigning tasks of that organization to the individual directly carrying out procedures related to enterprise registration.
3. In case of authorizing a public postal service provider to carry out enterprise registration procedures, when carrying out the procedures, the postal employee must submit a copy of the dossier submission form issued by the public postal service provider, bearing the signatures of the postal employee and the person competent to sign the written request for enterprise registration.
4. In case of authorizing a non-public postal service provider to carry out enterprise registration procedures, the authorization shall be carried out as prescribed in Clause 2 of this Article.
5. The authorizer and the authorized person carrying out enterprise registration procedures shall be held responsible before law for the legality, truthfulness, and accuracy of the authorization. The authorizer and the authorized person must perform electronic authentication to be granted enterprise registration. In case the electronic authentication is interrupted, the authorizer shall perform electronic authentication after being granted enterprise registration. In case the authorizer does not confirm or confirms not to authorize the carrying out of enterprise registration procedures, the provincial-level Agency for Business Registration shall request the enterprise to report as prescribed in Clause 5, Article 21 of this Decree.
In case of not having an electronic identity account to perform electronic authentication, the enterprise registration dossier must be enclosed with a copy of the valid Identification Card, Citizen Identity Card, passport, or foreign passport or equivalent documents of the authorizer.
Article 13. Grant of enterprise registration according to standby procedures
1. Grant of enterprise registration according to standby procedures means the grant of enterprise registration not through the National Business Registration Information System. The grant of enterprise registration according to standby procedures shall be applied in one or more of the following cases:
a) The National Business Registration Information System is under construction or upgrade;
b) The National Business Registration Information System encounters a technical incident;
c) Other force majeure events.
2. Based on the plan for construction and upgrade of the National Business Registration Information System as prescribed at Point a, Clause 1 of this Article, and the expected time for remedying incidents as prescribed at Points b and c, Clause 1 of this Article, the Ministry of Finance shall notify the Agency for Business Registration in advance to carry out the grant of enterprise registration according to standby procedures.
3. The coordination in settling procedures for granting enterprise registration according to standby procedures between the Agency for Business Registration and the Tax Office shall be carried out according to the process of circulating dossiers in paper form or other forms.
4. Within 30 days from the end of the grant of enterprise registration according to standby procedures, the Agency for Business Registration must update the new data and information granted to the enterprise into the National Business Registration Database.
Article 14. Registration of enterprise names
1. An enterprise founder or an enterprise shall not be allowed to register an enterprise name that is identical or confusingly similar to the name of another enterprise already registered in the National Business Registration Database nationwide, except for enterprises that have been dissolved or have a legally effective court decision declaring them bankrupt.
2. The Agency for Business Registration has the right to approve or reject the proposed registered name of an enterprise in accordance with law. To avoid identical or confusingly similar enterprise names and violations of regulations on enterprise naming, the opinion of the Agency for Business Registration is final. In case of disagreement with the decision of the Agency for Business Registration, the enterprise founder or the enterprise may initiate a lawsuit in accordance with the law on administrative procedures.
3. Enterprises operating under an Investment License or an Investment Certificate (which is also an Enterprise Registration Certificate) or equivalent legal documents issued before July 01, 2015, may continue to use their registered enterprise names and are not required to register a change of name in case their names are identical or confusingly similar to the names of enterprises already registered in the National Business Registration Database. Enterprises with identical and confusingly similar names are encouraged and facilitated to negotiate with each other to register a change of name.
4. An enterprise shall not be allowed to choose a name that violates the regulations on enterprise naming in the Law on Securities, the Law on Insurance Business, the Law on Credit Institutions, and other laws.
Article 15. Responsibilities and coordination in handling cases where names of enterprises, branches, representative offices, or business locations of enterprises infringe upon industrial property rights
1. An enterprise shall not be allowed to use the trade name, trademark, or geographical indication of an organization or individual that has been protected to form the proper name of the enterprise, unless it obtains the written consent of the owner of such trade name, trademark, or geographical indication and does not cause confusion to consumers. Before registering a name, the enterprise founder or the enterprise shall refer to the protected trademarks and geographical indications stored in the National Database on Industrial Property of the state management agency in charge of industrial property. The enterprise shall be held responsible before law if it chooses a name that infringes upon industrial property rights.
2. The handling of enterprise names that infringe upon industrial property rights shall be carried out in accordance with specialized laws. The basis for determining that an enterprise name infringes upon industrial property rights shall be carried out in accordance with the law on intellectual property.
3. The industrial property rights holder has the right to send a written request to the Agency for Business Registration to request the enterprise whose name infringes upon industrial property rights to change its name. In this case, the industrial property rights holder is responsible for providing all the documents prescribed in this Clause and coordinating with competent agencies in the process of handling the enterprise name that infringes upon industrial property rights.
The written request of the industrial property rights holder must be enclosed with copies of the following documents:
a) A written conclusion of a competent agency on the use of the enterprise name in business activities as an element infringing upon industrial property rights;
b) A contract for the use of the industrial property subject matter in case the requester is the transferee of the right to use such industrial property subject matter.
4. The Agency for Business Registration is responsible for receiving and processing the request for a change of enterprise name at the request of the industrial property rights holder or the competent authority handling the violation. Within 03 working days from the date of receipt of all the documents prescribed in Clause 3 of this Article, the Agency for Business Registration shall issue a notice requesting the enterprise whose name infringes upon industrial property rights to register a change of name. The notice must be enclosed with the documents prescribed in Clause 3 of this Article.
5. In case an enterprise name infringes upon industrial property rights, the enterprise with the infringing name must register a change of name. The enterprise with the infringing name must register a change of name of the enterprise, branch, representative office, or business location as prescribed in Article 41 and Article 56 of this Decree within 60 days from the date the Agency for Business Registration issues a notice requesting the change of name. In case the enterprise fails to register a change of name that infringes upon industrial property rights as requested, the Agency for Business Registration shall request the enterprise to report as prescribed in Clause 5, Article 21 of this Decree, and at the same time, notify the competent authority handling the violation to coordinate in handling it as prescribed.
The Agency for Business Registration shall notify the result of handling the case of an enterprise name infringing upon industrial property rights to the industrial property rights holder prescribed in Clause 3 of this Article.
6. The handling of cases where the names of branches, representative offices, or business locations of enterprises infringe upon industrial property rights shall be carried out in accordance with Clauses 1, 2, 3, and 4 of this Article.
Article 16. Registration of names of branches, representative offices, and business locations
1. The names of branches, representative offices, and business locations shall comply with Article 40 of the Law on Enterprises.
2. In addition to their Vietnamese names, branches, representative offices, and business locations of enterprises may register their names in a foreign language and abbreviated names. A foreign-language name is a name translated from the Vietnamese name into one of the foreign languages using the Latin alphabet. An abbreviated name is abbreviated from the Vietnamese name or the foreign-language name.
3. The proper name in the name of a branch, representative office, or business location of an enterprise shall not use the phrases "công ty" (company) or "doanh nghiệp" (enterprise).
4. For wholly state-owned enterprises that are transformed into dependent accounting units due to reorganization requirements, they are allowed to retain the name of the state-owned enterprise before the reorganization.
Article 17. Beneficial owners of enterprises
1. Criteria for identifying beneficial owners of enterprises
A beneficial owner of an enterprise with legal personality (hereinafter referred to as a beneficial owner of an enterprise) is an individual who meets one of the following criteria:
a) An individual who directly or indirectly owns 25% or more of the charter capital or 25% or more of the total voting shares of the enterprise;
b) An individual who has the right to control the approval of at least one of the following matters: appointment, dismissal, or removal of a majority or all of the members of the Board of Directors, the Chairperson of the Board of Directors, the Chairperson of the Members' Council; the at-law representative, the Director or the General Director of the enterprise; amendment and supplementation of the enterprise's charter; change of the company's management organizational structure; reorganization or dissolution of the company.
2. An individual who indirectly owns as prescribed at Point a, Clause 1 of this Article is an individual who owns 25% or more of the charter capital or 25% or more of the total voting shares of the enterprise through another organization.
Article 18. Declaration of information on beneficial owners and information to identify beneficial owners of enterprises
1. Enterprise founders and enterprises shall declare and notify the provincial-level Agency for Business Registration of information on the beneficial owners of the enterprise as follows:
a) An individual who is a shareholder owning 25% or more of the total voting shares;
b) An individual who is a member owning 25% or more of the charter capital of a partnership or a limited liability company with two or more members;
c) An individual who is the owner of a single-member limited liability company.
2. Enterprise founders and enterprises shall self-determine the beneficial owners of the enterprise as prescribed at Point b, Clause 1, Article 17 of this Decree and declare and notify the provincial-level Agency for Business Registration (if any).
3. Enterprise founders and enterprises shall declare and notify the provincial-level Agency for Business Registration of information on shareholders being organizations owning 25% or more of the total voting shares. Information on an institutional shareholder includes: name of the organization, enterprise identification number/establishment decision number, date of issue, place of issue, head office address, ownership ratio of the total voting shares.
Article 19. Retention of information on beneficial owners of enterprises
Enterprises shall retain the List of beneficial owners of the enterprise that has been declared and notified to the provincial-level Agency for Business Registration as prescribed in this Decree in the form of a paper document or an e-document.
Chapter II
TASKS AND POWERS OF AGENCIES FOR BUSINESS REGISTRATION AND RESPONSIBILITIES OF STATE MANAGEMENT AGENCIES IN ENTERPRISE REGISTRATION AND BUSINESS HOUSEHOLD REGISTRATION
Article 20. Agencies for Business Registration
Agencies for Business Registration are organized in provinces and centrally-run cities (hereinafter collectively referred to as the provincial level) and in communes, wards, and special zones (hereinafter collectively referred to as the communal level), including:
1. At the provincial level:
a) Agencies for Business Registration under provincial-level Departments of Finance shall grant enterprise registration for enterprises, branches, representative offices, and business locations with addresses in the provinces and centrally-run cities within their local management scope, except for the case prescribed at Point b of this Clause. Agencies for Business Registration may organize points for receiving dossiers and returning results under the Agency for Business Registration at different locations within the provincial level;
b) The Management Board of a high-tech park shall grant enterprise registration for enterprises, branches, representative offices, and business locations with addresses located in the high-tech park;
c) The Agencies for Business Registration prescribed at Points a and b of this Clause (hereinafter referred to as the provincial-level Agencies for Business Registration) have their own accounts and seals.
2. At the communal level: The Economic Division (for communes and special zones) or the Economic, Infrastructure, and Urban Division (for wards and the Phu Quoc special zone) under the communal-level People's Committee (hereinafter referred to as the communal-level Agencies for Business Registration).
The communal-level Agency for Business Registration has its own account and seal to serve business registration.
Article 21. Tasks and powers of provincial-level Agencies for Business Registration
1. Provincial-level Agencies for Business Registration shall receive enterprise registration dossiers; be responsible for the validity of enterprise registration dossiers; and grant or refuse to grant enterprise registration.
2. To guide enterprises and enterprise founders on dossiers, order, and procedures for enterprise registration.
3. To coordinate in building, managing, and operating the National Business Registration Information System; to carry out data conversion, data standardization, and update local enterprise registration data into the National Business Registration Database.
4. To provide information on enterprise registration stored in the National Business Registration Database within their local management scope to provincial-level People's Committees, local Tax Administration Offices, and upon request of the anti-money laundering agency of the State Bank of Vietnam, relevant agencies, and organizations and individuals as prescribed by law.
5. To request enterprises to report on their compliance with the provisions of the Law on Enterprises as prescribed at Point c, Clause 1, Article 216 of the Law on Enterprises.
6. To directly inspect and supervise enterprises based on the details of their enterprise registration dossiers or request competent state agencies to do so.
7. To request enterprises to suspend or terminate business in conditional business investment lines or conditional market access lines for foreign investors upon receipt of a written document from a competent state agency on the enterprise's failure to meet the conditions as prescribed by law.
8. To revoke and restore Enterprise Registration Certificates, Certificates of Registration of Operation of Branches/Representative Offices, and Certificates of Registration of Business Locations as prescribed by law.
9. In addition to the tasks and powers prescribed in Clauses 1, 2, 3, 4, 5, 6, 7, and 8 of this Article, the Agency for Business Registration under the provincial-level Department of Finance of a province or centrally-run city has the following tasks and powers:
a) To guide communal-level Agencies for Business Registration on dossiers, order, and procedures for business household registration;
b) To monitor and inspect communal-level Agencies for Business Registration in the performance of their tasks and powers regarding business household registration;
c) To periodically report to the provincial-level People's Committee, the Ministry of Finance, and relevant agencies on the situation of business household registration in the locality in accordance with the reporting regime of state administrative agencies;
d) To update information as notified by the State Bank of Vietnam as prescribed in Clause 3, Article 11, Clause 4, Article 27, and Clause 4, Article 38 of the Law on Credit Institutions into the National Business Registration Information System within 03 working days from the date of receipt of the notice.
Article 22. Tasks and powers of communal-level Agencies for Business Registration
1. To receive business household registration dossiers; to consider the validity of dossiers and grant or refuse to grant business household registration as prescribed by law.
2. To guide business households and business household founders on dossiers, order, and procedures for business household registration.
3. To coordinate in building, managing, and operating the information system on business household registration operating within the locality; to periodically report to the communal-level People's Committee, the Agency for Business Registration under the provincial-level Department of Finance, and relevant agencies on the situation of business household registration in the locality in accordance with the reporting regime of state administrative agencies.
4. To provide information on business household registration within the locality to state management agencies and other relevant agencies as prescribed by law.
5. To directly monitor and inspect or request competent state agencies to monitor and inspect business households based on the details of their business household registration dossiers.
6. To request business households to report on their compliance with the provisions on business households in this Decree to perform state management.
7. To request business households to suspend business in conditional business investment lines upon receipt of a written document from a competent state agency on the business household's business in conditional business investment lines without meeting the conditions as prescribed by law.
8. To revoke and restore Business Household Registration Certificates as prescribed in this Decree.
9. To assume the prime responsibility for, and coordinate with relevant state management agencies in, digitizing, standardizing, converting data, and updating and supplementing information related to business household registration as prescribed by law in the locality into the Database on business household registration.
Article 23. Responsibilities of state management agencies in enterprise registration and business household registration
1. The Ministry of Finance shall:
a) Issue or submit to competent authorities for issuance legal documents on enterprise registration and business household registration; to provide professional guidance on enterprise registration and business household registration, and the reporting regime serving enterprise registration and business household registration;
b) Coordinate in providing professional training and further training for Agencies for Business Registration; to guide Agencies for Business Registration in digitizing dossiers, standardizing, converting data, and updating and supplementing local enterprise registration and business household registration information into the National Business Registration Database and the Database on business household registration;
c) Monitor and inspect Agencies for Business Registration in the performance of enterprise registration and business household registration operations;
d) Provide information on enterprise registration details, legal status, financial statements, and other information of enterprises stored in the National Business Registration Information System; information on business household registration details, legal status, and other information of business households stored in the Information system on business household registration to state management agencies, other relevant agencies, and organizations and individuals upon request as prescribed by law;
dd) Build, manage, and develop the National Business Registration Information System and the Information system on business household registration; to provide technical support to Agencies for Business Registration, enterprise founders, enterprises, business household founders, business households, and other organizations and individuals in using the National Business Registration Information System and the Information system on business household registration;
e) Implement business registration and tax registration procedures for enterprises, business households; branches, representative offices, and business locations of enterprises on an inter-agency basis;
g) Assume the prime responsibility for guiding the collection levels, collection, remittance, management, and use of enterprise registration fees, fees for information provision, and publication of enterprise registration details to ensure the upgrade, maintenance, and operation of the National Business Registration Information System;
h) Assume the prime responsibility for, and coordinate with ministries, ministerial-level agencies, government-attached agencies, and provincial-level People's Committees in, formulating regulations on coordination, exchange, sharing, and connection of information on enterprises between the National Business Registration Database, information on business households between the Database on business household registration and the databases of ministries, sectors, and provincial-level People's Committees;
i) Engage in international cooperation in the field of enterprise registration and business household registration;
k) Within the scope of its tasks and powers, be responsible for performing state management of enterprise registration and business household registration as prescribed by law.
2. The Ministry of Science and Technology shall share information on trade names, trademarks, and geographical indications of organizations and individuals from the Industrial Property Administration System and the National Database on Industrial Property.
3. The Ministry of Home Affairs shall connect and share digital data as prescribed in Clause 3, Article 81 of this Decree.
4. Ministries, ministerial-level agencies, and government-attached agencies, within the scope of their assigned functions and tasks in state management, shall:
a) Monitor, guide, inspect, and examine the observance of business investment conditions and market access conditions for foreign investors under their state management competence;
b) Review and publish on their websites the list of conditional business investment lines and business conditions under their state management and sending it to the Ministry of Finance for posting on the National Business Registration Information Portal;
c) Publicize administrative procedures related to enterprises and business households; publicize information on administrative violations and sanctioning of administrative violations of enterprises and business households.
5. Provincial-level People's Committees shall:
a) Urge and direct the inspection, examination, and monitoring of the operation of enterprises and business households as prescribed by law; to synthesize the situation of management of enterprises and business households after establishment registration in the locality;
b) Issue regulations on coordination among local state management agencies in the state management of enterprises and business households after establishment registration, including the main details: objectives, principles, details, and responsibilities for coordination among functional agencies in the locality in exchanging, providing, and publicizing information on enterprises and business households; to formulate plans and organize the implementation of inspection, examination, and monitoring of the operation of enterprises and business households; to revoke Enterprise Registration Certificates and Business Household Registration Certificates; to handle violations of enterprises and business households regarding conditional business lines and market access conditions for foreign investors and other violations; to report on the implementation of state management of enterprises and business households after establishment registration; other details (if any);
c) Issue procedures for inspecting business registration details in the locality to ensure publicity and transparency, including the main details: scope, subjects, principles, competence, forms, duration, and frequency of inspection; to formulate, approve, adjust, and publicize inspection plans; details and order of inspection; to organize the implementation of inspection conclusions; to coordinate, share information, and be responsible for relevant units and agencies in inspection activities; to monitor and control inspection activities; to apply information technology in inspection; other details (if any). The inspection procedures must be consistent with legal provisions and not overlap or cause difficulties for enterprises and business households;
d) Assume the prime responsibility for, and coordinate with ministries and ministerial-level agencies in, training and further training officials in charge of business registration; state management of enterprises and business households after establishment registration; inspection, examination, and monitoring of the operation of enterprises and business households;
dd) Allocate sufficient human resources, funds, and other resources to Agencies for Business Registration at all levels based on the number of enterprises, business households, and geographical location conditions in the locality to ensure the performance of tasks and powers as prescribed;
e) Formulate and implement plans for disseminating, propagating, and raising legal awareness of enterprises and business households for people, enterprises, and business households; to periodically organize dialogues between state management agencies and enterprises and business households;
g) Prescribe low-income levels applicable in the locality as prescribed in Clause 3, Article 82 of this Decree;
h) Within the scope of their tasks and powers, be responsible for connecting and sharing information on enterprises and business households with the National Business Registration Information System and the Information system on business household registration.
6. Communal-level People's Committees shall:
a) Perform state management of business household registration according to their competence, and implement solutions for the development of business households in the local socio-economic development program;
b) Within the scope of their tasks and powers, be responsible for connecting, interconnecting, and sharing information with the Information system on business household registration;
c) Direct communal-level Agencies for Business Registration to perform the functions and tasks prescribed in Article 22 of this Decree;
d) Be responsible for arranging sufficient human resources, funds, and other necessary conditions to ensure the performance of the tasks and powers prescribed in this Decree.
7. Ministries, ministerial-level agencies, People's Councils, and People's Committees at all levels shall not issue regulations or documents on enterprise registration or business household registration applicable separately to their sectors or localities. Regulations on enterprise registration and business household registration issued by ministries, ministerial-level agencies, People's Councils, and People's Committees at all levels that are contrary to the provisions of this Decree shall not be effective for implementation.
Chapter III
DOSSIERS, ORDER, AND PROCEDURES FOR ENTERPRISE REGISTRATION, REGISTRATION OF OPERATION OF BRANCHES, REPRESENTATIVE OFFICES, AND BUSINESS LOCATIONS
Article 24. Enterprise registration dossiers for sole proprietorships, partnerships, limited liability companies, and joint stock companies
1. The enterprise registration dossier for a sole proprietorship is prescribed in Article 19 of the Law on Enterprises. In case the owner of a sole proprietorship declares his/her personal identification number as prescribed in Clause 1, Article 11 of this Decree, the enterprise registration dossier shall not include a copy of the legal paper of the individual for the owner of the sole proprietorship.
2. The enterprise registration dossier for a partnership is prescribed in Article 20 of the Law on Enterprises 2020, as amended and supplemented in 2025. In case a member is an individual or an authorized representative of an institutional member declares his/her personal identification number as prescribed in Clause 1, Article 11 of this Decree, the enterprise registration dossier shall not include copies of the legal papers of these individuals.
3. The enterprise registration dossier for a limited liability company is prescribed in Article 21 of the Law on Enterprises 2020, as amended and supplemented in 2025. In case of registering a single-member limited liability company, the dossier shall not include the list of members prescribed in Clause 3, Article 21 of the Law on Enterprises. In case the owner, a member being an individual, the at-law representative, or the authorized representative of the owner or an institutional member declares his/her personal identification number as prescribed in Clause 1, Article 11 of this Decree, the enterprise registration dossier shall not include copies of the legal papers of these individuals.
4. The enterprise registration dossier for a joint stock company is prescribed in Article 22 of the Law on Enterprises 2020, as amended and supplemented in 2025. In case a founding shareholder and a shareholder being a foreign investor is an individual, the at-law representative, or the authorized representative of a founding shareholder and a shareholder being a foreign investor is an organization declares his/her personal identification number as prescribed in Clause 1, Article 11 of this Decree, the enterprise registration dossier shall not include copies of the legal papers of these individuals.
5. In case a foreign investor establishes an economic organization to implement an investment project before investment registration to carry out special investment procedures as prescribed by the law on investment, the dossier for registration of establishment of the enterprise implementing the project shall not include a copy of the Investment Registration Certificate for the foreign investor as prescribed in Clause 5, Article 20, Point c, Clause 4, Article 21, and Point c, Clause 4, Article 22 of the Law on Enterprises. In this case, the investor shall be responsible for the legality, truthfulness, and accuracy of the declared information for carrying out special investment procedures.
Article 25. Enterprise registration dossiers for companies established on the basis of division, splitting, or consolidation of companies
1. In case of division of a limited liability company or a joint stock company as prescribed in Article 198 of the Law on Enterprises, the enterprise registration dossier for a new company established on the basis of the division shall include the following documents:
a) The documents prescribed in Clause 3, Article 24 of this Decree in case of registering a limited liability company; the documents prescribed in Clause 4, Article 24 of this Decree in case of registering a joint stock company, which does not include the list of founding shareholders if the new company established on the basis of the division does not have founding shareholders;
b) A copy or the original of the resolution or decision on the division of the company as prescribed in Article 198 of the Law on Enterprises.
2. In case of splitting of a limited liability company or a joint stock company as prescribed in Article 199 of the Law on Enterprises, the enterprise registration dossier for the split company shall include the following documents:
a) The documents prescribed in Clause 3, Article 24 of this Decree in case of registering a limited liability company; the documents prescribed in Clause 4, Article 24 of this Decree in case of registering a joint stock company, which does not include the list of founding shareholders if the split company does not have founding shareholders;
b) A copy or the original of the resolution or decision on the splitting of the company as prescribed in Article 199 of the Law on Enterprises.
3. In case of consolidation of several companies into a new company, the enterprise registration dossier for the consolidated company shall include the following documents:
a) The documents prescribed in Clause 2, Article 24 of this Decree in case of registering a partnership; the documents prescribed in Clause 3, Article 24 of this Decree in case of registering a limited liability company; the documents prescribed in Clause 4, Article 24 of this Decree in case of registering a joint stock company, which does not include the list of founding shareholders if the consolidated company does not have founding shareholders;
b) The consolidation contract as prescribed in Article 200 of the Law on Enterprises;
c) A copy or the original of the resolution or decision on the approval of the consolidation contract of the consolidated companies.
Article 26. Enterprise registration dossiers for cases of transformation of enterprise type
1. In case of transformation of a sole proprietorship into a partnership, limited liability company, or joint stock company, the transformation registration dossier shall include the documents prescribed in Clauses 2, 3, and 4 of Article 24 of this Decree corresponding to the enterprise type after transformation. The dossier must be enclosed with the following documents:
a) A written commitment of the owner of the sole proprietorship or his/her lawful heir to be personally liable with all of his/her assets for all unpaid debts and to commit to paying all debts when due;
b) A written agreement between the owner of the sole proprietorship or his/her lawful heir and the parties to unliquidated contracts on the transformed company's assumption and continued performance of such contracts;
c) A written commitment or written agreement of the owner of the sole proprietorship or his/her lawful heir with other capital-contributing members on the assumption and employment of the existing employees of the sole proprietorship;
d) The transfer contract or documents proving the completion of the transfer in case of transfer of capital of the sole proprietorship;
The donation contract in case of donation of capital of the sole proprietorship;
A copy of the document confirming the lawful inheritance right of the heir in case of inheritance as prescribed by law;
dd) A copy of the written approval of the Agency for Investment Registration of the capital contribution, purchase of shares, or purchase of contributed capital amounts of foreign investors or foreign-invested economic organizations in case it is required to carry out procedures for registration of capital contribution, purchase of shares, or purchase of contributed capital amounts as prescribed by the Law on Investment.
2. In case of transformation of a single-member limited liability company into a limited liability company with two or more members, the transformation registration dossier shall include the documents prescribed in Clause 3, Article 24 of this Decree, which does not include a copy of the Investment Registration Certificate. The dossier must be enclosed with the following documents:
a) The transfer contract or documents proving the completion of the transfer in case of transfer of contributed capital amounts;
The donation contract in case of donation of contributed capital amounts;
A copy of the document confirming the lawful inheritance right of the heir in case of inheritance as prescribed by law;
The merger contract in case of company merger;
A copy or the original of the resolution or decision of the company owner on the mobilization of additional contributed capital from other organizations and individuals and documents proving the capital contribution of new members in case of mobilizing contributed capital from new members;
b) A copy of the written approval of the Agency for Investment Registration of the capital contribution, purchase of shares, or purchase of contributed capital amounts of foreign investors or foreign-invested economic organizations in case it is required to carry out procedures for registration of capital contribution, purchase of shares, or purchase of contributed capital amounts as prescribed by the Law on Investment.
3. In case of transformation of a joint stock company or a limited liability company with two or more members into a single-member limited liability company due to having only one shareholder or member contributing capital as committed, or transformation of a joint stock company into a limited liability company with two members due to having only 02 shareholders contributing capital as committed, the transformation dossier shall include the following documents:
a) The documents prescribed in Clause 3, Article 24 of this Decree, which does not include a copy of the Investment Registration Certificate;
b) A copy of the written approval of the Agency for Investment Registration of the capital contribution, purchase of shares, or purchase of contributed capital amounts of foreign investors or foreign-invested economic organizations in case it is required to carry out procedures for registration of capital contribution, purchase of shares, or purchase of contributed capital amounts as prescribed by the Law on Investment.
4. Unless otherwise prescribed in Clause 3 of this Article, the dossier for registration of transformation of a limited liability company with two or more members or a joint stock company into a single-member limited liability company shall include the documents prescribed in Clause 3, Article 24 of this Decree, which does not include a copy of the Investment Registration Certificate. The dossier must be enclosed with the following documents:
a) The transfer contract or documents proving the completion of the transfer in case of transfer of shares or contributed capital amounts;
The donation contract in case of donation of contributed capital amounts;
A copy of the document confirming the lawful inheritance right of the heir in case of inheritance as prescribed by law;
The merger contract or consolidation contract in case of company merger or consolidation;
The repurchase contract in case the company repurchases shares or contributed capital amounts;
b) A copy of the written approval of the Agency for Investment Registration of the capital contribution, purchase of shares, or purchase of contributed capital amounts of foreign investors or foreign-invested economic organizations in case it is required to carry out procedures for registration of capital contribution, purchase of shares, or purchase of contributed capital amounts as prescribed by the Law on Investment.
5. Unless otherwise prescribed in Clauses 3 and 4 of this Article, the dossier for registration of transformation of a limited liability company into a joint stock company and vice versa shall include the following documents:
a) The documents prescribed in Clause 3, Article 24 of this Decree, which does not include a copy of the Investment Registration Certificate in case of transformation into a limited liability company; the documents prescribed in Clause 4, Article 24 of this Decree, which does not include a copy of the Investment Registration Certificate and the list of founding shareholders in case the transformed company is a joint stock company without founding shareholders;
b) The transfer contract or documents proving the completion of the transfer in case of transfer of shares or contributed capital amounts;
The donation contract in case of donation of contributed capital amounts;
A copy of the document confirming the lawful inheritance right of the heir in case of inheritance as prescribed by law;
The resolution or decision on division or splitting of the company in case of division or splitting of the company;
The merger contract or consolidation contract in case of company merger or consolidation;
The repurchase contract in case the company repurchases shares;
Documents proving the capital contribution of new members or shareholders in case of receiving contributed capital from new members or shareholders;
c) A copy of the written approval of the Agency for Investment Registration of the capital contribution, purchase of shares, or purchase of contributed capital amounts of foreign investors or foreign-invested economic organizations in case it is required to carry out procedures for registration of capital contribution, purchase of shares, or purchase of contributed capital amounts as prescribed by the Law on Investment.
6. An enterprise may register the transformation of its enterprise type concurrently with registering changes or notifying changes to its enterprise registration details. In this case, the enterprise registration dossier shall be prepared in accordance with Clauses 1, 2, 3, 4, and 5 of this Article.
In case an enterprise registers the transformation of its enterprise type concurrently with registering a change of its at-law representative, the person competent to authorize the carrying out of enterprise registration procedures and sign the written request for enterprise registration shall be the Chairperson of the Members' Council for a limited liability company with two or more members or a partnership; the Company President or the Chairperson of the Members' Council for a single-member limited liability company; or the Chairperson of the Board of Directors for a joint stock company of the transformed company.
Article 27. Registration of establishment of an enterprise on the basis of transformation from a business household
1. The registration of establishment of an enterprise on the basis of transformation from a business household shall be carried out at the provincial-level Agency for Business Registration where the enterprise intends to locate its head office.
2. The dossier for registration of establishment of an enterprise on the basis of transformation from a business household shall include a copy of the business household registration certificate and the documents prescribed in Article 24 of this Decree corresponding to each type of enterprise, which does not include a copy of the Investment Registration Certificate. In case the enterprise transformed from a business household has a foreign investor or a foreign-invested economic organization participating in capital contribution, purchase of shares, or purchase of contributed capital amounts in a case that requires carrying out procedures for registration of capital contribution, purchase of shares, or purchase of contributed capital amounts as prescribed by the Law on Investment, the dossier must include a copy of the written approval of the Agency for Investment Registration of the capital contribution, purchase of shares, or purchase of contributed capital amounts of the foreign investor or foreign-invested economic organization.
3. The termination of operation of a business household shall be carried out according to the following process:
a) Within 02 working days from the date of issuance of the Enterprise Registration Certificate, the provincial-level Agency for Business Registration shall send information on the establishment of the enterprise on the basis of transformation from a business household to the communal-level Agency for Business Registration where the business household is located;
b) The communal-level Agency for Business Registration shall send information on the termination of operation of the business household to the Tax Office and issue a notice that the business household is carrying out procedures for termination of operation on the National Business Registration Information Portal, and change the legal status of the business household to "carrying out procedures for termination of operation".
The Tax Office is responsible for sending information to the communal-level Agency for Business Registration when the business household has fulfilled its tax obligations. Within 03 working days from the date of receipt of information from the Tax Office on the business household's fulfillment of its tax obligations, the communal-level Agency for Business Registration shall change the legal status of the business household to "operation terminated" in the Database on business household registration.
4. A business household is not allowed to operate from the time the enterprise transformed from the business household is issued with an Enterprise Registration Certificate.
Article 28. Dossiers, order, and procedures for enterprise registration for social enterprises
1. The dossiers, order, and procedures for registration of establishment of a social enterprise, or a branch, representative office, or business location of a social enterprise shall comply with the provisions of this Decree corresponding to each type of enterprise. The dossier must be enclosed with a Commitment to implement social and environmental objectives signed by the following persons:
a) For a sole proprietorship: the owner of the sole proprietorship;
b) For a partnership: the general partners;
c) For a limited liability company: the individual members; the at-law representative or the authorized representative for institutional members;
d) For a joint stock company: the individual founding shareholders, other individual shareholders if these shareholders agree with the details of the commitment and wish to sign this commitment together with the founding shareholders; the at-law representative or the authorized representative for institutional founding shareholders, the at-law representative or the authorized representative for other institutional shareholders if these shareholders agree with the details of the commitment and wish to sign this commitment together with the founding shareholders.
The provincial-level Agency for Business Registration shall publish the Commitment to implement social and environmental objectives on the National Business Registration Information Portal when issuing the Enterprise Registration Certificate to the enterprise.
2. In case an enterprise is transformed into a social enterprise, the enterprise shall submit a dossier to the provincial-level Agency for Business Registration where the enterprise's head office is located. The dossier shall include the following documents:
a) The Commitment to implement social and environmental objectives as prescribed in Clause 1 of this Article;
b) A copy or the original of the resolution or decision of the Members' Council for a limited liability company with two or more members or a partnership, of the General Meeting of Shareholders for a joint stock company, or of the company owner for a single-member limited liability company on the approval of the details of the commitment.
The provincial-level Agency for Business Registration shall update the enterprise's information in the National Business Registration Database and publish the Commitment to implement social and environmental objectives on the National Business Registration Information Portal within 03 working days from the date of receipt of the dossier.
3. In case the details of the Commitment to implement social and environmental objectives change, the social enterprise must send a notice to the provincial-level Agency for Business Registration where the enterprise's head office is located within 05 working days from the date of the decision to change. The notice must be enclosed with the following documents:
a) The amended and supplemented Commitment to implement social and environmental objectives;
b) A copy or the original of the resolution or decision of the Members' Council for a limited liability company with two or more members or a partnership, of the General Meeting of Shareholders for a joint stock company; or of the company owner for a single-member limited liability company on the approval of the changes to the Commitment.
The provincial-level Agency for Business Registration shall update the enterprise's information in the National Business Registration Database and publish the amended and supplemented Commitment to implement social and environmental objectives on the National Business Registration Information Portal within 03 working days from the date of receipt of the notice.
4. In case of termination of the Commitment to implement social and environmental objectives, the social enterprise must send a notice to the provincial-level Agency for Business Registration where the enterprise's head office is located within 05 working days from the date of the decision to terminate. The notice must be enclosed with a copy or the original of the resolution or decision of the Members' Council for a limited liability company with two or more members or a partnership, of the General Meeting of Shareholders for a joint stock company, of the company owner for a single-member limited liability company, or a decision of a competent state agency (if any) on the termination of the Commitment, which clearly states the reason for termination.
The provincial-level Agency for Business Registration shall update the enterprise's information in the National Business Registration Database and publish the documents prescribed in this Clause on the National Business Registration Information Portal within 03 working days from the date of receipt of the notice.
5. The dossiers, order, and procedures for division, splitting, consolidation, and merger of social enterprises shall comply with the provisions of this Decree. In case of establishing a new social enterprise on the basis of division, splitting, or consolidation of an enterprise, the dossier must also include the Commitment to implement social and environmental objectives as prescribed in Clause 1 of this Article. In case the division, splitting, consolidation, or merger of a social enterprise leads to the termination of the Commitment to implement social and environmental objectives, the dossier must also include the documents prescribed in Clause 4 of this Article.
6. The dossiers, order, and procedures for dissolution of a social enterprise shall be carried out in accordance with the provisions of this Decree. In case the social enterprise has a remaining balance of assets or finances from received aid or sponsorship, the dissolution dossier must also include a copy of the document on the handling of the remaining balance of assets or finances from the aid or sponsorship that the social enterprise has received.
7. The registration of establishment of a social enterprise on the basis of transformation from a social protection establishment, social fund, or charitable fund shall be carried out at the provincial-level Agency for Business Registration where the social enterprise intends to locate its head office. The enterprise registration dossier shall include the documents prescribed in Clause 1 of this Article, which does not include the Investment Registration Certificate. The dossier must be enclosed with the following documents:
a) A written decision of the competent authority that has granted the establishment license to the social protection establishment, social fund, or charitable fund, permitting the transformation into a social enterprise;
b) The establishment registration certificate for a social protection establishment, the establishment license and the charter recognition for a social fund or charitable fund;
c) A copy of the Tax Registration Certificate;
d) A copy of the written approval of the Agency for Investment Registration of the capital contribution, purchase of shares, or purchase of contributed capital amounts of foreign investors or foreign-invested economic organizations in case it is required to carry out procedures for registration of capital contribution, purchase of shares, or purchase of contributed capital amounts as prescribed by the Law on Investment.
Within 02 working days from the date of issuance of the Enterprise Registration Certificate, the provincial-level Agency for Business Registration shall send a copy of the Enterprise Registration Certificate and the original establishment registration certificate for the social protection establishment, the establishment license and the charter recognition for the social fund or charitable fund to the competent authority that has granted the establishment license to the social protection establishment, social fund, or charitable fund to terminate the operation of the social protection establishment, social fund, or charitable fund.
Article 29. Dossiers, order, and procedures for enterprise registration for securities companies, securities investment fund management companies, securities investment companies, and branches of foreign securities companies and branches of foreign fund management companies in Vietnam
1. The dossiers, order, and procedures for enterprise registration for securities companies, securities investment fund management companies, securities investment companies, and registration of operation of branches and representative offices of securities companies and securities investment fund management companies shall comply with the provisions of this Decree corresponding to each type of enterprise, and the dossier must be enclosed with a copy of the establishment and operation license or a copy of the written approval of the State Securities Commission as prescribed by the law on securities.
2. The dossiers, order, and procedures for registration for branches of foreign securities companies and branches of foreign fund management companies in Vietnam shall comply with the provisions on dossiers, order, and procedures for registration for branches of enterprises in this Decree, and the dossier must be enclosed with a copy of the establishment and operation license or a copy of the written approval of the State Securities Commission as prescribed by the law on securities.
3. The dossiers, order, and procedures for registration of transaction offices of securities companies shall comply with the provisions on dossiers, order, and procedures for registration of business locations of enterprises in this Decree, and the dossier must be enclosed with a copy of the written approval of the State Securities Commission as prescribed by the law on securities.
4. In case a securities company, a securities investment fund management company, a branch of a foreign securities company, or a branch of a foreign fund management company in Vietnam has its establishment and operation license revoked, the State Securities Commission shall send a notice to the provincial-level Agency for Business Registration where the securities company, securities investment fund management company, branch of the foreign securities company, or branch of the foreign fund management company is located to revoke the Enterprise Registration Certificate or the Certificate of Registration of Branch Operation as prescribed in Clause 4, Article 95 of the Law on Securities. Within 03 working days from the date of receipt of the notice from the State Securities Commission, the provincial-level Agency for Business Registration shall issue a decision to revoke the Enterprise Registration Certificate or the Certificate of Registration of Branch Operation.
Article 30. Dossiers, order, and procedures for registration of operation of branches, representative offices, and notification of establishment of business locations
1. Within 10 days from the date of deciding to establish a domestic branch or representative office, an enterprise shall send a dossier for registration of operation of the branch or representative office to the provincial-level Agency for Business Registration where the branch or representative office is located. The dossier shall include the documents prescribed in Clause 2, Article 45 of the Law on Enterprises, in which the copy of the decision on establishment and the copy of the minutes of the meeting on the establishment of the branch or representative office of the enterprise prescribed at Point b, Clause 2, Article 45 of the Law on Enterprises include:
a) A copy of the decision and a copy of the minutes of the meeting of the Members' Council for a limited liability company with two or more members or a partnership;
b) A copy of the decision and a copy of the minutes of the meeting of the Board of Directors for a joint stock company;
c) A copy of the decision of the company owner for a single-member limited liability company.
In case of declaring the personal identification number of the head of the branch or representative office as prescribed in Clause 1, Article 11 of this Decree, the dossier for registration of operation of the branch or representative office shall not include a copy of the legal paper of the individual for the head of the branch or representative office.
2. Notification of establishment of a business location
a) An enterprise may establish a business location at an address other than the place where the enterprise has its head office or branch;
b) Within 10 days from the date of deciding to establish a business location, the enterprise shall send a dossier notifying the establishment of the business location to the provincial-level Agency for Business Registration where the business location is located. The dossier notifying the establishment of a business location shall include a notice of establishment of a business location.
3. Within 03 working days from the date of receipt of a valid dossier, the provincial-level Agency for Business Registration shall issue a Certificate of Registration of Operation of a Branch/Representative Office and update information on the business location in the National Business Registration Database. If the enterprise so requests, the provincial-level Agency for Business Registration shall issue a Certificate of Registration of Business Location to the enterprise. In case the dossier is not yet valid, the provincial-level Agency for Business Registration shall notify in writing the details that need to be amended or supplemented to the enterprise.
4. The establishment of a branch or representative office of an enterprise abroad shall comply with the law of that country. Within 30 days from the date of officially establishing a branch or representative office abroad, the enterprise must send a written notice to the provincial-level Agency for Business Registration where the enterprise's head office is located. The notice must be enclosed with a copy of the certificate of registration of operation of the branch or representative office or an equivalent document. The provincial-level Agency for Business Registration shall update information on the branch or representative office of the enterprise in the National Business Registration Database within 03 working days from the date of receipt of the notice.
Article 31. Receipt and processing of enterprise registration dossiers on the National Business Registration Information System by direct submission at the Agency for Business Registration and registration via postal services
1. A person submitting an enterprise registration dossier as prescribed in this Decree shall submit the dossier at the provincial-level Agency for Business Registration where the enterprise's head office is located. The enterprise registration dossier must be received and processed on the National Business Registration Information System.
2. An enterprise registration dossier shall be received for entering information into the National Business Registration Information System when it fully meets the following conditions:
a) It contains all the documents as prescribed in this Decree;
b) The enterprise's name has been filled in the written request for enterprise registration;
c) The phone number of the person submitting the enterprise registration dossier is provided;
d) The prescribed fees and charges have been fully paid.
3. After receiving the enterprise registration dossier, the provincial-level Agency for Business Registration shall issue a receipt and an appointment for returning the results to the dossier submitter.
4. The provincial-level Agency for Business Registration shall enter all information in the enterprise registration dossier fully and accurately, digitize, and name the e-documents corresponding to the names of the types of paper documents in the paper registration dossier and attach them to the National Business Registration Information System.
5. The enterprise registration information on the National Business Registration Information System shall be transmitted to the Tax Registration Application System for coordination and information exchange between the provincial-level Agency for Business Registration and the Tax Office.
6. An enterprise founder or an enterprise may stop carrying out enterprise registration procedures when the enterprise registration dossier has not yet been approved on the National Business Registration Information System. In this case, the person competent to sign the written request for enterprise registration shall send a written request to stop carrying out enterprise registration procedures to the provincial-level Agency for Business Registration where the dossier was submitted. The provincial-level Agency for Business Registration shall consider and issue a notice on stopping the enterprise registration procedures for the enterprise and cancel the enterprise registration dossier according to the process on the National Business Registration Information System within 03 working days from the date of receipt of the written request. In case of refusal to stop the enterprise registration procedures, the provincial-level Agency for Business Registration shall issue a written notice clearly stating the reason for refusal.
Article 32. Notice requesting amendment and supplementation of enterprise registration dossiers
1. In case a dossier is not yet valid or the requested registered enterprise name does not comply with regulations or the information declared in the enterprise registration dossier is inconsistent, the provincial-level Agency for Business Registration shall notify in writing the details that need to be amended or supplemented to the enterprise founder or the enterprise within the time limit prescribed in the Law on Enterprises and this Decree. The provincial-level Agency for Business Registration shall state all the requirements for amendment and supplementation for each dossier submitted by the enterprise in a single notice requesting amendment and supplementation of the enterprise registration dossier.
2. If, after the above time limit, an enterprise registration is not granted or a notice requesting amendment and supplementation of the enterprise registration dossier is not received, the enterprise founder or the enterprise has the right to file a complaint or denunciation in accordance with the law on complaints and denunciations.
3. The time limit for an enterprise to amend and supplement its enterprise registration dossier is 60 days from the date the provincial-level Agency for Business Registration issues a notice requesting amendment and supplementation of the dossier. After this time limit, if the enterprise does not submit an amended or supplemented dossier, the enterprise registration dossier shall no longer be valid. The provincial-level Agency for Business Registration shall cancel the registration dossier according to the process on the National Business Registration Information System.
Article 33. Grant of Enterprise Registration Certificates
1. An enterprise shall be granted an Enterprise Registration Certificate when it fully meets the conditions prescribed in Clause 1, Article 27 of the Law on Enterprises.
2. An enterprise has the right to conduct business activities from the date it is granted an Enterprise Registration Certificate, unless in cases of business in conditional business investment lines. In case an enterprise registers a business commencement date after the date it is granted an Enterprise Registration Certificate, the enterprise has the right to conduct business activities from the registered date, unless in cases of business in conditional business investment lines.
3. When an enterprise is granted a new Enterprise Registration Certificate, the previously granted Enterprise Registration Certificate shall no longer be valid.
Article 34. Payment of enterprise registration fees
1. The person submitting an enterprise registration dossier shall pay the enterprise registration fee at the time of submitting the enterprise registration dossier.
2. The enterprise registration fee shall not be refunded to the enterprise in case the enterprise is not granted enterprise registration.
Article 35. Legal status of enterprises
The legal statuses of enterprises in the National Business Registration Database include:
1. "In operation" is the legal status of an enterprise that has been granted an Enterprise Registration Certificate and does not fall into the legal statuses prescribed in Clauses 2, 3, 4, 5, 6, and 7 of this Article.
2. "Business operations suspended" is the legal status of an enterprise during the period of suspension of business operations as prescribed in this Decree.
3. "Not operating at the registered address" is the legal status of an enterprise for which the Tax Office has made a verification record of its non-operation at the registered address. Information on an enterprise no longer operating at the registered address shall be provided by the Tax Office to the provincial-level Agency for Business Registration. The change of legal status and the termination of this legal status shall be decided by the Tax Office, unless the enterprise is in the legal status prescribed in Clauses 2, 4, 5, 6, and 7 of this Article. The Tax Office is responsible for sending information on the legal status "Not operating at the registered address" of the enterprise to the provincial-level Agency for Business Registration. The provincial-level Agency for Business Registration shall record and update the legal status provided by the Tax Office into the National Business Registration Database.
4. "Revoked due to tax administration enforcement" is the legal status of an enterprise for which the provincial-level Agency for Business Registration has issued a decision to revoke the Enterprise Registration Certificate at the request of the Tax Administration Office to implement coercive measures to enforce administrative decisions on tax administration.
5. "Undergoing dissolution procedures, being divided, consolidated, or merged" is the legal status of an enterprise for which the provincial-level Agency for Business Registration has issued a notice that it is undergoing dissolution procedures; an enterprise that has been divided, consolidated, or merged and is carrying out tax finalization and transfer of tax obligations with the Tax Office due to being divided, consolidated, or merged.
6. "Undergoing bankruptcy procedures" is the legal status of an enterprise for which a court has issued a decision to open bankruptcy procedures in accordance with the law on bankruptcy.
7. "Dissolved, bankrupted, existence terminated" is the legal status of an enterprise for which the provincial-level Agency for Business Registration has issued a notice of dissolution; an enterprise for which a court has issued a decision declaring bankruptcy in accordance with the law on bankruptcy; an enterprise whose existence is terminated due to being divided, consolidated, or merged as prescribed in the Law on Enterprises.
Article 36. Legal status of branches, representative offices, and business locations
The legal statuses of branches, representative offices, and business locations of enterprises in the National Business Registration Database include:
1. "In operation" is the legal status of a branch, representative office, or business location that has been granted a Certificate of Registration of Operation of a Branch/Representative Office or a Certificate of Registration of Business Location and does not fall into the legal statuses prescribed in Clauses 2, 3, 4, 5, and 6 of this Article.
2. "Business operations/activities suspended" is the legal status of a branch or business location during the period of suspension of business operations, a representative office during the period of suspension of activities, or a branch, representative office, or business location of an enterprise during the period of suspension of business operations as prescribed in this Decree.
3. "Not operating at the registered address" is the legal status of a branch, representative office, or business location for which the Tax Office has made a verification record of its non-operation at the registered address. Information on a branch, representative office, or business location of an enterprise not operating at the registered address shall be provided by the Tax Office to the provincial-level Agency for Business Registration. The change of legal status and the termination of this legal status shall be decided by the Tax Office, unless the branch, representative office, or business location is in the legal status prescribed in Clauses 2, 4, 5, and 6 of this Article. The Tax Office is responsible for sending information on the legal status "Not operating at the registered address" of the branch, representative office, or business location of the enterprise to the provincial-level Agency for Business Registration. The provincial-level Agency for Business Registration shall record and update the legal status provided by the Tax Office into the National Business Registration Database.
4. "Revoked due to tax administration enforcement" is the legal status of a branch, representative office, or business location under a branch for which a decision to revoke the Certificate of Registration of Operation of the Branch/Representative Office has been issued, or a branch or representative office of an enterprise for which a decision to revoke the Enterprise Registration Certificate has been issued at the request of the Tax Administration Office to implement coercive measures to enforce administrative decisions on tax administration.
5. "Undergoing termination of operation procedures" is the legal status of a branch, representative office, or business location for which the provincial-level Agency for Business Registration has issued a notice that it is undergoing termination of operation procedures, or a branch, representative office, or business location of an enterprise that is undergoing bankruptcy procedures.
6. "Operation terminated" is the legal status of a branch, representative office, or business location for which the provincial-level Agency for Business Registration has issued a notice of termination of operation of the branch, representative office, or business location, or a branch, representative office, or business location of an enterprise that has gone bankrupt.
Chapter IV
ENTERPRISE REGISTRATION VIA THE ELECTRONIC INFORMATION NETWORK
Article 37. Enterprise registration via the electronic information network
1. Enterprise registration via the electronic information network means that an enterprise founder or an enterprise uses an electronic identity account to carry out enterprise registration through the National Business Registration Information Portal.
2. Provincial-level Agencies for Business Registration shall create favorable conditions for organizations and individuals to learn about information and carry out enterprise registration via the electronic information network.
Article 38. Dossiers for enterprise registration via the electronic information network
1. A dossier for enterprise registration via the electronic information network shall include the documents as prescribed by the Law on Enterprises and this Decree, which are presented in the form of e-documents. A dossier for enterprise registration via the electronic information network is as legally valid as an enterprise registration dossier in paper form.
2. A dossier for enterprise registration via the electronic information network must meet the following requirements:
a) It must contain all the documents and the details of those documents must be fully declared as prescribed for a paper dossier and must be presented in the form of e-documents;
b) The enterprise registration information declared on the National Business Registration Information Portal must be complete and accurate according to the information in the dossier;
c) It must contain information on the phone number and email address of the dossier submitter declared on the National Business Registration Information Portal;
d) The dossier for enterprise registration via the electronic information network must be digitally signed or authenticated by the person competent to sign the written request for enterprise registration or the person authorized by the person competent to sign the written request for enterprise registration to carry out enterprise registration procedures. In case of authorization to carry out enterprise registration procedures, the enterprise registration dossier must be enclosed with the documents prescribed in Article 12 of this Decree, which are presented in the form of e-documents as prescribed in Clause 9, Article 3 of this Decree.
3. In case a dossier is received on the National Business Registration Information System after office hours or on a public holiday or New Year holiday as prescribed, the time limit for returning the results of settlement of enterprise registration procedures as prescribed in this Decree shall be counted from the working day following the date of receipt of the dossier.
Article 39. Order and procedures for enterprise registration via the electronic information network
1. The dossier submitter shall use an electronic identity account to log in to the National Business Registration Information Portal, declare information, upload e-documents, digitally sign or authenticate the enterprise registration dossier via the electronic information network, and pay fees and charges according to the process on the National Business Registration Information Portal.
2. After completing the submission of the enterprise registration dossier, the dossier submitter will receive an electronic receipt and an appointment for returning the results via his/her account.
3. The enterprise registration information on the National Business Registration Information System shall be transmitted to the Tax Registration Application System for coordination and information exchange between the provincial-level Agency for Business Registration and the Tax Office.
4. In case the dossier is eligible for enterprise registration, the provincial-level Agency for Business Registration shall grant enterprise registration and notify the enterprise thereof. In case the dossier is not yet eligible for enterprise registration, the provincial-level Agency for Business Registration shall send a notice via the electronic information network to the enterprise to request amendment and supplementation of the dossier. The dossier submitter shall log in to the National Business Registration Information System to receive feedback on the results of dossier processing.
5. An enterprise founder or an enterprise carrying out registration procedures via the electronic information network may stop carrying out enterprise registration procedures as prescribed in Clause 6, Article 31 of this Decree.
Chapter V
DOSSIERS, ORDER, AND PROCEDURES FOR REGISTRATION OF CHANGES AND NOTIFICATION OF CHANGES IN ENTERPRISE REGISTRATION DETAILS
Article 40. Registration of change of head office address of an enterprise
1. In case an enterprise changes its head office address, leading to a change in the Tax Office managing the taxpayer, the enterprise must carry out procedures with the relevant Tax Office regarding the relocation as prescribed by the tax law before registering the change of head office address with the provincial-level Agency for Business Registration.
2. In case of changing its head office address, an enterprise shall send a dossier for registration of change in enterprise registration details to the provincial-level Agency for Business Registration where the enterprise's new head office is located. The dossier shall include the following documents:
a) A written request for registration of change in enterprise registration details;
b) A copy or the original of the resolution or decision of the company owner for a single-member limited liability company; of the Members' Council for a limited liability company with two or more members or a partnership; of the General Meeting of Shareholders for a joint stock company on the change of the enterprise's head office address.
3. After receiving the enterprise registration dossier, the provincial-level Agency for Business Registration shall issue a receipt and an appointment for returning the results, consider the validity of the dossier, and send information on the change of the enterprise's head office address to the Tax Office. Within 01 working day from the date of receipt of the information, the Tax Office shall send its opinion on the enterprise's completion of procedures with the Tax Office regarding the relocation as prescribed by the tax law to the provincial-level Agency for Business Registration. Within 03 working days from the date of receipt of the enterprise registration dossier, the provincial-level Agency for Business Registration shall consider the validity of the dossier and issue an Enterprise Registration Certificate to the enterprise as prescribed; in case the dossier is not yet valid, the provincial-level Agency for Business Registration shall notify in writing the details that need to be amended or supplemented to the enterprise.
4. When an enterprise changes its head office address, the rights and obligations of the enterprise shall not change.
Article 41. Registration of change of enterprise name
1. In case of changing its enterprise name, an enterprise shall send a dossier for registration of change in enterprise registration details to the provincial-level Agency for Business Registration where the enterprise's head office is located. The dossier shall include the following documents:
a) A written request for registration of change in enterprise registration details;
b) A copy or the original of the resolution or decision of the company owner for a single-member limited liability company; of the Members' Council for a limited liability company with two or more members or a partnership; of the General Meeting of Shareholders for a joint stock company on the change of the enterprise name.
2. After receiving the enterprise registration dossier, the provincial-level Agency for Business Registration shall issue a receipt and an appointment for returning the results to the dossier submitter. Within 03 working days from the date of receipt of the enterprise registration dossier, the provincial-level Agency for Business Registration shall consider the validity of the dossier and issue an Enterprise Registration Certificate to the enterprise as prescribed; in case the dossier is not yet valid, the provincial-level Agency for Business Registration shall notify in writing the details that need to be amended or supplemented to the enterprise.
3. The change of an enterprise's name shall not change the rights and obligations of the enterprise. The enterprise is responsible for registering the change of name of its branches, representative offices, and business locations within 10 days from the date the provincial-level Agency for Business Registration issues the Enterprise Registration Certificate to the enterprise.
Article 42. Registration of change of general partners
1. In case of termination of the status of a general partner or admission of a new general partner as prescribed in Articles 185 and 186 of the Law on Enterprises, a partnership shall send a dossier for registration of change in enterprise registration details to the provincial-level Agency for Business Registration where the company's head office is located. The dossier shall include the following documents:
a) A written request for registration of change in enterprise registration details;
b) A list of members of the partnership as prescribed in Article 25 of the Law on Enterprises, which does not include the declaration of limited partners.
2. After receiving the enterprise registration dossier, the provincial-level Agency for Business Registration shall issue a receipt and an appointment for returning the results to the dossier submitter. Within 03 working days from the date of receipt of the enterprise registration dossier, the provincial-level Agency for Business Registration shall consider the validity of the dossier and issue an Enterprise Registration Certificate to the enterprise as prescribed; in case the dossier is not yet valid, the provincial-level Agency for Business Registration shall notify in writing the details that need to be amended or supplemented to the enterprise.
Article 43. Registration of change of at-law representative of a limited liability company or a joint stock company
1. In case of changing the at-law representative of a company, the company shall send a dossier for registration of change in enterprise registration details to the provincial-level Agency for Business Registration where the company's head office is located. The dossier shall include the following documents:
a) A written request for registration of change of the at-law representative;
b) A copy or the original of the resolution or decision on the change of the at-law representative of the company owner for a single-member limited liability company; of the Members' Council for a limited liability company with two or more members; of the General Meeting of Shareholders for a joint stock company in case the change of the at-law representative changes the details of the Company Charter, or of the Board of Directors in case the change of the at-law representative does not change the details of the Company Charter other than the personal information and signature of the at-law representative as prescribed in Article 24 of the Law on Enterprises.
2. The person signing the written request for registration of change of the at-law representative shall be one of the following individuals:
a) The Chairperson of the Members' Council or the Company President for a limited liability company. In case the Chairperson of the Members' Council or the Company President is the at-law representative, the person signing the written request shall be the newly appointed or elected Chairperson of the Members' Council or Company President;
b) The Chairperson of the Board of Directors for a joint stock company. In case the Chairperson of the Board of Directors is the at-law representative, the person signing the written request shall be the newly elected Chairperson of the Board of Directors;
c) In case the Chairperson of the Members' Council or the Chairperson of the Board of Directors is absent or unable to perform his/her rights and obligations, the person signing the written request for registration of change of the at-law representative shall be the person authorized by the Chairperson of the Members' Council or the Chairperson of the Board of Directors. In case there is no authorized member or the Chairperson of the Members' Council or the Chairperson of the Board of Directors is dead, missing, in temporary detention, serving an imprisonment sentence, serving an administrative handling measure at a compulsory detoxification establishment or a compulsory education establishment, has absconded from his/her place of residence, has his/her civil act capacity restricted or lost, has difficulty in perception and behavior control, is banned by a court from holding a certain position, practicing a certain profession, or doing a certain job, the person signing the written request for registration of change of the at-law representative shall be the person temporarily elected as the Chairperson of the Members' Council or the Chairperson of the Board of Directors as prescribed in Clause 4, Article 56, Clause 3, Article 80, and Clause 4, Article 156 of the Law on Enterprises;
d) In case the owner of a single-member limited liability company is an individual who is in temporary detention, serving an imprisonment sentence, serving an administrative handling measure at a compulsory detoxification establishment or a compulsory education establishment, has his/her civil act capacity restricted or lost, has difficulty in perception and behavior control, the authorized person or the representative as prescribed in Clauses 2 and 5, Article 78 of the Law on Enterprises shall be the person signing the written request for registration of change of the at-law representative.
3. In case of changing the at-law representative as prescribed in Clause 6, Article 12 of the Law on Enterprises, the dossier for registration of change of the at-law representative shall include the documents prescribed in Clause 1 of this Article, in which the copy or the original of the resolution or decision of the Members' Council shall be replaced with a copy of the document confirming that the at-law representative of the company is dead, missing, being prosecuted for criminal liability, in temporary detention, serving an imprisonment sentence, serving an administrative handling measure at a compulsory detoxification establishment or a compulsory education establishment, has absconded from his/her place of residence, has his/her civil act capacity restricted or lost, has difficulty in perception and behavior control, is banned by a court from holding a certain position, practicing a certain profession, or doing a certain job. In this case, the person competent to sign the written request for registration of change of the at-law representative shall be the remaining member of the company.
4. In case an enterprise registers a change of its at-law representative concurrently with registering a change, notifying a change in its enterprise registration details, updating, supplementing its enterprise registration information, or correcting its enterprise registration information, except for the case of registering a change of the owner of a single-member limited liability company, the person competent to sign the written request for registration of change of the at-law representative, the written request, the notice of change of other details in the enterprise registration dossier, and the power of attorney to carry out enterprise registration procedures shall be the individual prescribed in Clauses 2 and 3 of this Article.
5. After receiving the enterprise registration dossier, the provincial-level Agency for Business Registration shall issue a receipt and an appointment for returning the results to the dossier submitter. Within 03 working days from the date of receipt of the enterprise registration dossier, the provincial-level Agency for Business Registration shall consider the validity of the dossier and issue an Enterprise Registration Certificate to the enterprise as prescribed; in case the dossier is not yet valid, the provincial-level Agency for Business Registration shall notify in writing the details that need to be amended or supplemented to the enterprise.
Article 44. Registration of change of charter capital, contributed capital amount, and ratio of contributed capital
1. In case a limited liability company, a joint stock company, or a partnership registers a change in its charter capital, the company shall send a dossier for registration of change in enterprise registration details to the provincial-level Agency for Business Registration where the company's head office is located. The dossier shall include the following documents:
a) A written request for registration of change in enterprise registration details;
b) A copy or the original of the resolution or decision of the company owner for a single-member limited liability company; of the Members' Council for a limited liability company with two or more members or a partnership; of the General Meeting of Shareholders for a joint stock company on the change of charter capital;
c) A copy or the original of the minutes of the meeting of the Members' Council for a limited liability company with two or more members on the change of charter capital;
d) The original or a copy of the document proving the capital contribution or the purchase of shares has been paid corresponding to the registered increase in charter capital in case the company registers an increase in charter capital;
dd) A copy of the written approval of the Agency for Investment Registration of the capital contribution, purchase of shares, or purchase of contributed capital amounts of foreign investors or foreign-invested economic organizations in case it is required to carry out procedures for registration of capital contribution, purchase of shares, or purchase of contributed capital amounts as prescribed by the Law on Investment.
2. In case a company registers a change in the contributed capital amount or the ratio of contributed capital of members of a limited liability company with two or more members or of general partners of a partnership without changing the company's members, the company shall send a dossier for registration of change in enterprise registration details to the provincial-level Agency for Business Registration where the company's head office is located. The dossier shall include the following documents:
a) A written request for registration of change in enterprise registration details;
b) A list of members of the limited liability company with two or more members; a list of members of the partnership, which does not include the declaration of limited partners. The lists must include the signatures of the members whose contributed capital amounts change, but not necessarily the signatures of the members whose contributed capital amounts do not change;
c) The transfer contract or documents proving the completion of the transfer in case of transfer of contributed capital amounts; the donation contract in case of donation of contributed capital amounts;
d) A copy of the written approval of the Agency for Investment Registration of the capital contribution, purchase of shares, or purchase of contributed capital amounts of foreign investors or foreign-invested economic organizations in case it is required to carry out procedures for registration of capital contribution, purchase of shares, or purchase of contributed capital amounts as prescribed by the Law on Investment.
3. In case the General Meeting of Shareholders approves the offering of shares in multiple installments to increase the charter capital and concurrently assigns the Board of Directors to carry out procedures for registration of the increase in charter capital after the end of each share offering, the dossier for registration of the increase in charter capital must include the following documents:
a) A written request for registration of change in enterprise registration details;
b) A copy or the original of the resolution of the General Meeting of Shareholders on the offering of shares to increase the charter capital, which clearly states the number of shares to be offered and assigns the Board of Directors to carry out procedures for registration of the increase in charter capital after the end of each share offering;
c) A copy or the original of the resolution or decision of the Board of Directors of the joint stock company on the registration of the increase in the company's charter capital after the end of each share offering;
d) A copy of the written approval of the Agency for Investment Registration of the capital contribution, purchase of shares, or purchase of contributed capital amounts of foreign investors or foreign-invested economic organizations in case it is required to carry out procedures for registration of capital contribution, purchase of shares, or purchase of contributed capital amounts as prescribed by the Law on Investment.
4. In case of reducing the charter capital, the enterprise must commit to ensuring the full payment of debts and other property obligations after the capital reduction. In case a limited liability company with two or more members reduces its charter capital as prescribed at Points a and b, Clause 3, Article 68 of the Law on Enterprises, the dossier for registration of the reduction of charter capital must be enclosed with the latest financial statement at the time of deciding on the reduction of charter capital.
5. After receiving the enterprise registration dossier, the provincial-level Agency for Business Registration shall issue a receipt and an appointment for returning the results to the dossier submitter. Within 03 working days from the date of receipt of the enterprise registration dossier, the provincial-level Agency for Business Registration shall consider the validity of the dossier and issue an Enterprise Registration Certificate to the enterprise as prescribed; in case the dossier is not yet valid, the provincial-level Agency for Business Registration shall notify in writing the details that need to be amended or supplemented to the enterprise.
Article 45. Registration of change of members of a limited liability company with two or more members
1. In case of changing members due to the admission of a new member, leading to an increase in the company's charter capital, or the admission of a new member due to the Members' Council selling the contributed capital amount that has not been contributed as prescribed at Point c, Clause 3, Article 47 of the Law on Enterprises, the company shall submit a dossier for registration of change in enterprise registration details to the provincial-level Agency for Business Registration where the company's head office is located. The dossier shall include the following documents:
a) A written request for registration of change in enterprise registration details;
b) A list of members of the limited liability company with two or more members. The list of members must include the signatures of the new member and the members whose contributed capital amounts change, but not necessarily the signatures of the members whose contributed capital amounts do not change;
c) A copy or the original of the resolution or decision of the Members' Council on the change of members;
d) Documents proving the capital contribution of the new member of the company;
dd) A copy of the legal paper of the organization and a copy of the document appointing an authorized representative in case the new member is an organization.
For a foreign institutional member, a copy of the legal paper of the organization must undergo consular legalization;
e) A copy of the written approval of the Agency for Investment Registration of the capital contribution, purchase of shares, or purchase of contributed capital amounts of foreign investors or foreign-invested economic organizations in case it is required to carry out procedures for registration of capital contribution, purchase of shares, or purchase of contributed capital amounts as prescribed by the Law on Investment.
2. In case of changing members due to the transfer of contributed capital amounts, the dossier shall include the following documents:
a) A written request for registration of change in enterprise registration details;
b) A list of members of the limited liability company with two or more members. The list of members must include the signatures of the new member and the members whose contributed capital amounts change, but not necessarily the signatures of the members whose contributed capital amounts do not change;
c) The transfer contract or documents proving the completion of the transfer;
d) A copy of the legal paper of the organization and a copy of the document appointing an authorized representative in case the new member is an organization.
For a foreign institutional member, a copy of the legal paper of the organization must undergo consular legalization;
dd) A copy of the written approval of the Agency for Investment Registration of the capital contribution, purchase of shares, or purchase of contributed capital amounts of foreign investors or foreign-invested economic organizations in case it is required to carry out procedures for registration of capital contribution, purchase of shares, or purchase of contributed capital amounts as prescribed by the Law on Investment.
3. In case of changing members due to inheritance, the dossier shall include the following documents:
a) A written request for registration of change in enterprise registration details;
b) A list of members of the limited liability company with two or more members. The list of members must include the signatures of the new member and the members whose contributed capital amounts change, but not necessarily the signatures of the members whose contributed capital amounts do not change;
c) A copy of the document confirming the lawful inheritance right of the heir;
d) A copy of the legal paper of the organization and a copy of the document appointing an authorized representative in case the heir is an organization.
For a foreign institutional member, a copy of the legal paper of the organization must undergo consular legalization;
dd) A copy of the written approval of the Agency for Investment Registration of the capital contribution, purchase of shares, or purchase of contributed capital amounts of foreign investors or foreign-invested economic organizations in case it is required to carry out procedures for registration of capital contribution, purchase of shares, or purchase of contributed capital amounts as prescribed by the Law on Investment.
4. In case of changing members due to a member not contributing capital as committed as prescribed at Point a, Clause 3, Article 47 of the Law on Enterprises, the registration dossier shall include the following documents:
a) A written request for registration of change in enterprise registration details;
b) A list of the remaining members of the company. The list of members must include the signatures of the members whose contributed capital amounts change, but not necessarily the signatures of the members whose contributed capital amounts do not change;
c) A copy or the original of the resolution or decision of the Members' Council on the change of members;
d) A copy of the written approval of the Agency for Investment Registration of the capital contribution, purchase of shares, or purchase of contributed capital amounts of foreign investors or foreign-invested economic organizations in case it is required to carry out procedures for registration of capital contribution, purchase of shares, or purchase of contributed capital amounts as prescribed by the Law on Investment.
5. In case of changing members due to the donation of contributed capital amounts
a) In case the donee of the contributed capital amount is a subject prescribed at Point a, Clause 6, Article 53 of the Law on Enterprises, the enterprise registration dossier shall include the documents prescribed in Clause 2 of this Article, in which the transfer contract or documents proving the completion of the transfer shall be replaced with the donation contract for the contributed capital amount;
b) In case the donee of the contributed capital amount is a subject prescribed at Point b, Clause 6, Article 53 of the Law on Enterprises, the enterprise registration dossier shall include the documents prescribed in Clause 1 of this Article, in which the document proving the capital contribution of the new member of the company shall be replaced with the donation contract for the contributed capital amount.
6. In case of changing members when a member uses his/her contributed capital amount to pay a debt
a) In case the company registers a change of members because a member uses his/her contributed capital amount to pay a debt and the payee is approved by the Members' Council to become a member of the company as prescribed at Point a, Clause 7, Article 53 of the Law on Enterprises, the enterprise registration dossier shall include the documents prescribed in Clause 1 of this Article, in which the document proving the capital contribution of the new member of the company shall be replaced with a copy or the original of the written agreement between the member and the payee on the use of the contributed capital amount to pay the debt;
b) In case the company registers a change of members because a member uses his/her contributed capital amount to pay a debt and the payee offers for sale and transfers that contributed capital amount to another person as prescribed at Point b, Clause 7, Article 53 of the Law on Enterprises, the enterprise registration dossier shall include the documents prescribed in Clause 2 of this Article, enclosed with a copy or the original of the written agreement between the member and the payee on the use of the contributed capital amount to pay the debt.
7. In case of changing members because the company repurchases a member's contributed capital amount as prescribed in Article 51 of the Law on Enterprises, the enterprise registration dossier shall include the following documents:
a) A written request for registration of change in enterprise registration details;
b) A list of members of the limited liability company with two or more members. The list of members must include the signatures of the members whose contributed capital amounts change, but not necessarily the signatures of the members whose contributed capital amounts do not change;
c) A copy or the original of the contract for repurchase of the contributed capital amount;
d) A copy of the written approval of the Agency for Investment Registration of the capital contribution, purchase of shares, or purchase of contributed capital amounts of foreign investors or foreign-invested economic organizations in case it is required to carry out procedures for registration of capital contribution, purchase of shares, or purchase of contributed capital amounts as prescribed by the Law on Investment.
8. In case of changing members because the company has an institutional member that is divided, split, merged, or consolidated, the enterprise registration dossier shall include the following documents:
a) The documents specified in Clause 1 of this Article;
b) The documents prescribed at Point b, Clause 1, Article 25 of this Decree in case of division of the company;
c) The documents prescribed at Point b, Clause 2, Article 25 of this Decree in case of splitting of the company;
d) The documents prescribed at Point a, Clause 2, Article 55 of this Decree in case of merger of the company;
dd) The documents prescribed at Point b, Clause 3, Article 25 of this Decree in case of consolidation of the company.
The resolution or decision on division, splitting, the consolidation contract, or the merger contract of the company must state the content of the transfer of the contributed capital amount in the company to the new member.
9. After receiving the enterprise registration dossier, the provincial-level Agency for Business Registration shall issue a receipt and an appointment for returning the results to the dossier submitter. Within 03 working days from the date of receipt of the enterprise registration dossier, the provincial-level Agency for Business Registration shall consider the validity of the dossier and issue an Enterprise Registration Certificate to the enterprise as prescribed; in case the dossier is not yet valid, the provincial-level Agency for Business Registration shall notify in writing the details that need to be amended or supplemented to the enterprise.
Article 46. Registration of change of owner of a single-member limited liability company
1. In case the company owner transfers the entire charter capital to an individual or an organization, the transferee must submit a dossier for registration of change in enterprise registration details to the provincial-level Agency for Business Registration where the company's head office is located. The dossier shall include the following documents:
a) A written request for registration of change of the owner of the single-member limited liability company, signed by the former individual owner or the at-law representative of the institutional owner and the new individual owner or the at-law representative of the new institutional owner;
b) A copy of the legal paper of the organization and a copy of the document appointing an authorized representative in case the transferee is an organization.
For an owner being a foreign organization, a copy of the legal paper of the organization must undergo consular legalization;
c) The contract for transfer of the contributed capital amount or documents proving the completion of the transfer;
d) A copy of the written approval of the Agency for Investment Registration of the capital contribution, purchase of shares, or purchase of contributed capital amounts of foreign investors or foreign-invested economic organizations in case it is required to carry out procedures for registration of capital contribution, purchase of shares, or purchase of contributed capital amounts as prescribed by the Law on Investment.
2. In case of changing the owner of a single-member limited liability company under a decision of a competent authority on the arrangement and renewal of state-owned enterprises, the registration dossier for the change shall be prepared as prescribed in Clause 1 of this Article, in which the transfer contract or documents proving the completion of the transfer shall be replaced with the decision of the competent authority on the change of the company owner.
3. In case a single-member limited liability company changes its owner due to inheritance, the heir shall submit a dossier for registration of change in enterprise registration details to the provincial-level Agency for Business Registration where the company's head office is located. The dossier shall include the following documents:
a) A written request for registration of change of the owner of the single-member limited liability company, signed by the new individual owner or the at-law representative of the new institutional owner;
b) A copy of the legal paper of the organization and a copy of the document appointing an authorized representative in case the heir is an organization.
For an owner being a foreign organization, a copy of the legal paper of the organization must undergo consular legalization;
c) A copy of the document confirming the lawful inheritance right of the heir;
d) A copy of the written approval of the Agency for Investment Registration of the capital contribution, purchase of shares, or purchase of contributed capital amounts of foreign investors or foreign-invested economic organizations in case it is required to carry out procedures for registration of capital contribution, purchase of shares, or purchase of contributed capital amounts as prescribed by the Law on Investment.
4. In case of changing the owner of a single-member limited liability company through a donation contract, the enterprise registration dossier shall include the documents as prescribed in Clause 1 of this Article, in which the transfer contract or documents proving the completion of the transfer shall be replaced with the donation contract for the contributed capital amount.
5. In case of changing the owner of a single-member limited liability company because the institutional company owner is divided, split, merged, or consolidated, the enterprise registration dossier shall include the documents as prescribed in Clause 1 of this Article, in which the contract for transfer of the contributed capital amount or documents proving the completion of the transfer of the contributed capital amount shall be replaced with the following documents:
a) The documents prescribed at Point b, Clause 1, Article 25 of this Decree in case of division of the company;
b) The documents prescribed at Point b, Clause 2, Article 25 of this Decree in case of splitting of the company;
c) The documents prescribed at Point a, Clause 2, Article 55 of this Decree in case of merger of the company;
d) The documents prescribed at Point b, Clause 3, Article 25 of this Decree in case of consolidation of the company.
6. In case of registering a change of the owner of a single-member limited liability company concurrently with registering a change of the at-law representative or registering a change in enterprise registration details, notifying a change in enterprise registration details, updating, supplementing enterprise registration information, or correcting enterprise registration information, the person competent to sign the written request and notice in the enterprise registration dossier includes:
a) The person competent to sign the written request for registration of change of the owner of the single-member limited liability company shall be as prescribed at Point a, Clause 1 of this Article.
In case the individual owner is deceased, the person competent to sign the written request for registration of change of the owner of the single-member limited liability company shall be as prescribed at Point a, Clause 3 of this Article;
b) The person competent to sign the power of attorney to carry out enterprise registration procedures and the written request for registration of change of the at-law representative, the written request, and the notice of other changes in the enterprise registration dossier shall be the new individual owner or the at-law representative of the new institutional owner.
7. After receiving the enterprise registration dossier, the provincial-level Agency for Business Registration shall issue a receipt and an appointment for returning the results to the dossier submitter. Within 03 working days from the date of receipt of the enterprise registration dossier, the provincial-level Agency for Business Registration shall consider the validity of the dossier and issue an Enterprise Registration Certificate to the enterprise as prescribed; in case the dossier is not yet valid, the provincial-level Agency for Business Registration shall notify in writing the details that need to be amended or supplemented to the enterprise.
Article 47. Registration of change of owner of a sole proprietorship in case of sale, donation of the enterprise, or death of the owner
1. In case the owner of a sole proprietorship sells or donates the enterprise, or the owner of a sole proprietorship dies, the purchaser, donee, or heir must submit a dossier for registration of change of the owner of the sole proprietorship to the provincial-level Agency for Business Registration where the enterprise's head office is located. The dossier shall include the following documents:
a) A written request for registration of change of the owner of the sole proprietorship;
b) The purchase and sale contract or the minutes of liquidation of the purchase and sale contract in case of sale of the sole proprietorship; the donation contract in case of donation of the sole proprietorship; a copy of the document confirming the lawful inheritance right of the heir in case of inheritance.
2. After receiving the enterprise registration dossier, the provincial-level Agency for Business Registration shall issue a receipt and an appointment for returning the results to the dossier submitter. Within 03 working days from the date of receipt of the enterprise registration dossier, the provincial-level Agency for Business Registration shall consider the validity of the dossier and issue an Enterprise Registration Certificate to the enterprise as prescribed; in case the dossier is not yet valid, the provincial-level Agency for Business Registration shall notify in writing the details that need to be amended or supplemented to the enterprise.
Article 48. Registration of change of investment capital of the owner of a sole proprietorship
1. In case of increasing or decreasing the registered investment capital, the owner of a sole proprietorship must send a written request for registration of change of investment capital to the provincial-level Agency for Business Registration where the enterprise's head office is located.
2. After receiving the enterprise registration dossier, the provincial-level Agency for Business Registration shall issue a receipt and an appointment for returning the results to the dossier submitter. Within 01 working days from the date of receipt of the enterprise registration dossier, the provincial-level Agency for Business Registration shall consider the validity of the dossier and issue an Enterprise Registration Certificate to the enterprise as prescribed; in case the dossier is not yet valid, the provincial-level Agency for Business Registration shall notify in writing the details that need to be amended or supplemented to the enterprise.
Article 49. Notification of change of business lines
1. In case of changing its business lines, an enterprise shall send a notification dossier to the provincial-level Agency for Business Registration where the enterprise's head office is located. The enterprise registration dossier shall include the following documents:
a) A notice of change in enterprise registration;
b) A copy or the original of the resolution or decision of the company owner for a single-member limited liability company; of the Members' Council for a limited liability company with two or more members or a partnership; of the General Meeting of Shareholders for a joint stock company on the change of the enterprise's business lines.
2. After receiving the enterprise registration dossier, the provincial-level Agency for Business Registration shall issue a receipt and an appointment for returning the results to the dossier submitter. Within 03 working days from the date of receipt of the dossier, the provincial-level Agency for Business Registration shall consider the validity of the dossier and consider the market access conditions for lines with restricted market access for foreign investors as prescribed by the law on investment, and update information on the enterprise's business lines in the National Business Registration Database; in case the dossier is not yet valid, the provincial-level Agency for Business Registration shall notify in writing the details that need to be amended or supplemented to the enterprise. If the enterprise so requests, the provincial-level Agency for Business Registration shall issue a Certificate of Change in Enterprise Registration Details to the enterprise.
Article 50. Notification of change of information of founding shareholders of a joint stock company that is not a public company and a company registering for securities trading
1. A founding shareholder as prescribed in Clause 4, Article 4 of the Law on Enterprises is a shareholder who owns at least one ordinary share and signs his/her name in the List of founding shareholders submitted to the provincial-level Agency for Business Registration at the time of enterprise establishment registration.
2. The notification of change of information of a founding shareholder to the provincial-level Agency for Business Registration shall only be made in case the founding shareholder has not yet paid or has only partially paid for the number of shares he/she has registered to purchase as prescribed in Article 113 of the Law on Enterprises. The enterprise is responsible for notifying the change of information of the founding shareholder within 30 days from the end of the time limit for full payment of the number of shares registered for purchase.
3. In case of changing the information of a founding shareholder as prescribed in Clause 2 of this Article, the company shall send a dossier notifying the change in enterprise registration details to the provincial-level Agency for Business Registration where the company's head office is located. The dossier shall include the following documents:
a) A notice of change in enterprise registration;
b) A list of founding shareholders of the joint stock company, which does not include information on the founding shareholder who has not yet paid for the number of shares he/she has registered to purchase.
4. After receiving the enterprise registration dossier, the provincial-level Agency for Business Registration shall issue a receipt and an appointment for returning the results to the dossier submitter. Within 03 working days from the date of receipt of the dossier, the provincial-level Agency for Business Registration shall consider the validity of the dossier and update the information of the founding shareholder in the National Business Registration Database; in case the dossier is not yet valid, the provincial-level Agency for Business Registration shall notify in writing the details that need to be amended or supplemented to the enterprise. If the enterprise so requests, the provincial-level Agency for Business Registration shall issue a Certificate of Change in Enterprise Registration Details to the enterprise.
Article 51. Notification of change of shareholders being foreign investors of a joint stock company that is not a listed company and a company registering for securities trading
1. In case a joint stock company that is not a listed company and a company registering for securities trading changes its shareholders being foreign investors as prescribed in Clause 3, Article 31 of the Law on Enterprises, the enterprise shall submit a dossier notifying the change in enterprise registration details to the provincial-level Agency for Business Registration where the enterprise's head office is located. The dossier shall include the following documents:
a) A notice of change in enterprise registration;
b) A list of shareholders being foreign investors after the change. The list of shareholders being foreign investors must include the signatures of the shareholders whose share value changes; signatures of shareholders whose share value does not change are not required;
c) The share transfer contract or documents proving the completion of the transfer in case of share transfer; documents proving the capital contribution in case a shareholder being a foreign investor purchases privately placed shares;
d) A copy of the legal paper of the organization and a copy of the document on appointment of an authorized representative in case the new shareholder is an organization.
For a shareholder being a foreign organization, a copy of the legal paper of the organization must undergo consular legalization;
dd) A copy of the written approval of the Agency for Investment Registration of the capital contribution, purchase of shares, or purchase of contributed capital amounts of foreign investors or foreign-invested economic organizations in case it is required to carry out procedures for registration of capital contribution, purchase of shares, or purchase of contributed capital amounts as prescribed by the Law on Investment.
2. After receiving the enterprise registration dossier, the provincial-level Agency for Business Registration shall issue a receipt and an appointment for returning the results to the dossier submitter. Within 03 working days from the date of receipt of the dossier, the provincial-level Agency for Business Registration shall consider the validity of the dossier and update information on shareholders being foreign investors in the National Business Registration Database; in case the dossier is not yet valid, the provincial-level Agency for Business Registration shall notify in writing the details that need to be amended or supplemented to the enterprise. If the enterprise so requests, the provincial-level Agency for Business Registration shall issue a Certificate of Change in Enterprise Registration Details to the enterprise.
Article 52. Notification of change of information on beneficial owners of enterprises and notification of information to identify beneficial owners
1. Within 10 days from the date of a change in information on the beneficial owner of the enterprise or the ownership ratio already declared with the provincial-level Agency for Business Registration as prescribed in Clause 1 and Clause 2, Article 18 of this Decree, the enterprise shall notify the provincial-level Agency for Business Registration. The dossier shall include the following documents:
a) A notice of change in enterprise registration;
b) A list of beneficial owners of the enterprise.
After receiving the dossier, the provincial-level Agency for Business Registration shall issue a receipt and an appointment for returning the results, and update the data into the National Business Registration Information System within 01 working day from the date of receipt of a valid dossier. If the enterprise so requests, the provincial-level Agency for Business Registration shall issue a Certificate of Change in Enterprise Registration Details to the enterprise.
2. Within 10 days from the date of a change of a shareholder or information on a shareholder as prescribed in Clause 3, Article 18 of this Decree, a joint stock company shall notify the provincial-level Agency for Business Registration, except for listed companies and companies registering for securities trading. The dossier shall include the following documents:
a) A notice of change in enterprise registration;
b) A list to identify the beneficial owners of the enterprise.
Within 01 working day from the date of receipt of the dossier, the provincial-level Agency for Business Registration shall update the information in the National Business Registration Database.
Article 53. Notification of change in tax registration details
1. In case an enterprise changes its tax registration details without changing its business registration details, the enterprise shall send a notice of change in enterprise registration to the provincial-level Agency for Business Registration where the enterprise's head office is located.
2. After receiving the notice, the provincial-level Agency for Business Registration shall issue a receipt and an appointment for returning the results to the dossier submitter. Within 03 working days from the date of receipt of the dossier, the provincial-level Agency for Business Registration shall consider the validity of the dossier, enter the data into the National Business Registration Information System, and transmit the information to the Tax Registration Application System; in case the dossier is not yet valid, the provincial-level Agency for Business Registration shall notify in writing the details that need to be amended or supplemented to the enterprise. If the enterprise so requests, the provincial-level Agency for Business Registration shall issue a Certificate of Change in Enterprise Registration Details to the enterprise.
Article 54. Notification of change in information about foreign shareholders, notification of lease of sole proprietorships, notification of change of authorized representatives of owners, members of limited liability companies being organizations, and shareholders being foreign organizations
1. Within 03 working days after obtaining information or having a change in information on the full name, nationality, passport number, contact address, number of shares, and type of shares of a foreign individual shareholder; name, enterprise identification number, head office address, number of shares, and type of shares of a foreign institutional shareholder; and full name, nationality, passport number, and contact address of the authorized representative of a foreign institutional shareholder, a joint stock company that is not a listed company and a company registering for securities trading shall send a notice of supplementation and updating of enterprise registration information to the provincial-level Agency for Business Registration where the enterprise's head office is located as prescribed in Clause 3, Article 176 of the Law on Enterprises 2020, as amended and supplemented in 2025.
2. Within 03 working days from the effective date of the contract for the lease of the entire sole proprietorship, the owner of the sole proprietorship must send a notice of the lease of the sole proprietorship enclosed with a notarized copy of the lease contract to the provincial-level Agency for Business Registration where the enterprise's head office is located as prescribed in Article 191 of the Law on Enterprises.
3. Within 10 days from the date of a change of the authorized representative or information about the authorized representative of the owner or a member of a limited liability company being an organization, the company shall send a notice of change in enterprise registration and a list of authorized representatives to the provincial-level Agency for Business Registration where the enterprise's head office is located.
4. After receiving the enterprise registration dossier as prescribed in Clauses 1, 2, and 3 of this Article, the provincial-level Agency for Business Registration shall issue a receipt and an appointment for returning the results to the dossier submitter. Within 03 working days from the date of receipt of the dossier, the provincial-level Agency for Business Registration shall consider the validity of the dossier and update the enterprise's information in the National Business Registration Database; in case the dossier is not yet valid, the provincial-level Agency for Business Registration shall notify in writing the details that need to be amended or supplemented to the enterprise. If the enterprise so requests, the provincial-level Agency for Business Registration shall issue a Certificate of Change in Enterprise Registration Details to the enterprise.
Article 55. Registration of changes in enterprise registration details for split companies and merging companies
1. In case of splitting a limited liability company or a joint stock company where the split company changes its charter capital, number of members, or shareholders being foreign investors corresponding to the reduced portion of contributed capital, shares, and number of members or shareholders being foreign investors, the dossier for registration of changes in enterprise registration details of the split company must include the corresponding documents as prescribed in this Chapter and the documents prescribed at Point b, Clause 2, Article 25 of this Decree.
2. In case of merging one or several companies into another company, the dossier for registration of changes in enterprise registration details of the merging company must include the corresponding documents as prescribed in this Chapter and the following documents:
a) The merger contract as prescribed in Article 201 of the Law on Enterprises;
b) A copy or the original of the following documents: the resolution or decision of the company owner for a single-member limited liability company; the resolution or decision of the Members' Council for a limited liability company with two or more members or a partnership; of the General Meeting of Shareholders for a joint stock company on the approval of the merger contract of the merging company;
c) A copy or the original of the following documents: the resolution or decision of the company owner for a single-member limited liability company; the resolution or decision of the Members' Council for a limited liability company with two or more members or a partnership; of the General Meeting of Shareholders for a joint stock company on the approval of the merger contract of the merged company.
3. After receiving the enterprise registration dossier, the provincial-level Agency for Business Registration shall issue a receipt and an appointment for returning the results to the dossier submitter. Within 03 working days from the date of receipt of the dossier, the provincial-level Agency for Business Registration shall consider the validity of the dossier and issue an Enterprise Registration Certificate or a Certificate of Change in Enterprise Registration Details to the enterprise; in case the dossier is not yet valid, the provincial-level Agency for Business Registration shall notify in writing the details that need to be amended or supplemented to the enterprise.
Article 56. Registration of change in operation registration details of branches, representative offices, and business locations
1. In case of changing the operation registration details of a branch, representative office, or business location, the enterprise shall carry out the registration of change procedures with the provincial-level Agency for Business Registration where the branch, representative office, or business location is located within 10 days from the date of the change.
2. In case of changing the address of a branch, representative office, or business location, the enterprise shall send the registration of change dossier to the provincial-level Agency for Business Registration where the branch, representative office, or business location intends to relocate.
3. In case an enterprise changes the address of a branch or representative office, leading to a change in the Tax Office managing the taxpayer, the enterprise must carry out procedures with the Tax Office related to the relocation as prescribed by the tax law before registering the change of address of the branch or representative office with the provincial-level Agency for Business Registration.
4. The registration of change dossier shall include a written request for registration of change in operation registration details of the branch, representative office, or business location.
5. After receiving the enterprise's registration dossier, the provincial-level Agency for Business Registration shall issue a receipt and an appointment for returning the results to the dossier submitter. Within 03 working days from the date of receipt of the dossier, the provincial-level Agency for Business Registration shall be responsible for considering the validity of the dossier, issuing a Certificate of Registration of Operation of a Branch/Representative Office, a Certificate of Registration of Business Location, or a Certificate of Change in Operation registration details of a Branch/Representative Office/Business Location if the enterprise so requests; in case the dossier is not yet valid, the provincial-level Agency for Business Registration shall notify in writing the details that need to be amended or supplemented to the enterprise and state the reason.
6. After a limited liability company is transformed into a joint stock company and vice versa, or a sole proprietorship is transformed into a limited liability company, a joint stock company, or a partnership, the branches, representative offices, and business locations of such enterprises shall register changes in their operation registration details as prescribed in this Article.
Article 57. Notification of updating and supplementing information in enterprise registration dossiers
1. In case an enterprise updates or supplements information on the title, personal information of the at-law representative, and other information in the enterprise registration dossier that does not fall into the cases of registration of change or notification of change in enterprise registration as prescribed from Article 40 to Article 55 of this Decree, the enterprise shall send a notice of updating and supplementing information to the provincial-level Agency for Business Registration where the enterprise's head office is located.
After receiving the enterprise's registration dossier, the provincial-level Agency for Business Registration shall issue a receipt and an appointment for returning the results to the dossier submitter. Within 01 working day from the date of receipt of the dossier, the provincial-level Agency for Business Registration shall consider the validity of the dossier and update the information in the National Business Registration Database; in case the dossier is not yet valid, the provincial-level Agency for Business Registration shall notify in writing the details that need to be amended or supplemented to the enterprise.
In case an enterprise updates or supplements information on the Enterprise Registration Certificate, the provincial-level Agency for Business Registration shall issue a new Certificate to the enterprise.
2. In case a change in administrative boundaries leads to a change in the head office address, branch address, representative office address, or business location address of an enterprise, the enterprise is not required to carry out procedures for registering a change of address with the provincial-level Agency for Business Registration. The enterprise shall send a notice requesting supplementation and updating of information to the provincial-level Agency for Business Registration to be considered for the issuance of an Enterprise Registration Certificate, a Certificate of Registration of Operation of a Branch/Representative Office, or a Certificate of Registration of Business Location with updated address information upon request or when registering or notifying a change in enterprise registration details.
3. An enterprise is not required to pay the enterprise registration fee and the fee for publication of enterprise registration details in case the enterprise updates or supplements the following information:
a) Telephone number, fax number, email, website of the enterprise;
b) Head office address of the enterprise and address of the branch, representative office, or business location due to a change in administrative boundaries;
c) Cases where the enterprise updates or supplements information in the enterprise registration dossier without changing the details of the Enterprise Registration Certificate, the Certificate of Registration of Operation of a Branch/Representative Office, the Certificate of Registration of Business Location, and not falling into the cases of notification of change as prescribed from Article 49 to Article 54 of this Decree.
Article 58. Enterprise registration dossiers in case an enterprise approves a resolution or decision by soliciting written opinions
In case the Members' Council of a limited liability company or the General Meeting of Shareholders or the Board of Directors of a joint stock company approves a resolution or decision by soliciting written opinions as prescribed by the Law on Enterprises, the copy or original of the meeting minutes in the enterprise registration dossier as prescribed in this Decree shall be replaced with a copy or the original of the report on vote-counting results of the Members' Council for a limited liability company or the minutes of vote counting of the Board of Directors or the General Meeting of Shareholders for a joint stock company.
Article 59. Cases where the provincial-level Agency for Business Registration refuses to grant enterprise registration
1. The provincial-level Agency for Business Registration shall refuse to grant enterprise registration in one of the following cases:
a) The enterprise has been issued a notice by the provincial-level Agency for Business Registration regarding its violation falling into a case of revocation of the Enterprise Registration Certificate or has been issued a decision to revoke the Enterprise Registration Certificate;
b) The enterprise is in the process of dissolution according to its own decision;
c) The enterprise is in the legal status of "Not operating at the registered address".
2. The provincial-level Agency for Business Registration shall continue to process enterprise registration procedures for the cases prescribed in Clause 1 of this Article when:
a) The enterprise has taken remedial measures for the violation as requested in the notice of violation falling into a case of revocation of the Enterprise Registration Certificate and has been approved by the provincial-level Agency for Business Registration or has had its Enterprise Registration Certificate restored after a revocation decision was issued;
b) The enterprise must register a change in enterprise registration details to serve its dissolution as prescribed. In this case, the registration of change dossier must be enclosed with a written explanation from the enterprise on the reason for the registration of change and must be approved by the provincial-level Agency for Business Registration;
c) The enterprise is no longer in the legal status of "Not operating at the registered address".
3. In case a Court; a judgment enforcement agency; an investigation agency, the Head or Deputy Head of an investigation agency, or an investigator as prescribed by the Criminal Procedure Code requests in writing that an enterprise is not allowed to carry out one or more enterprise registration procedures, the provincial-level Agency for Business Registration shall refuse to grant enterprise registration when the enterprise carries out that procedure until there is a written approval from the above-mentioned organizations and individuals allowing the continued implementation of the enterprise registration procedure.
Chapter VI
DOSSIERS, ORDER, AND PROCEDURES FOR NOTIFICATION OF BUSINESS SUSPENSION, RE-ISSUANCE OF ENTERPRISE REGISTRATION CERTIFICATES, DISSOLUTION OF ENTERPRISES, REVOCATION OF ENTERPRISE REGISTRATION CERTIFICATES
Article 60. Notification of business suspension, resumption of business ahead of the notified schedule for enterprises, branches, business locations; notification of activity suspension, resumption of activity ahead of the notified schedule for representative offices
1. In case an enterprise, branch, or business location suspends business or resumes business ahead of the notified schedule, or a representative office suspends its activities or resumes its activities ahead of the notified schedule, the enterprise shall send a notification dossier to the provincial-level Agency for Business Registration where the enterprise, branch, representative office, or business location is located at least 03 working days before the date of suspension or resumption. In case an enterprise, branch, or business location wishes to continue its business suspension, or a representative office wishes to continue its activity suspension after the notified period has expired, it must send a suspension notification dossier to the provincial-level Agency for Business Registration at least 03 working days before the date of continued suspension. The suspension period for each notification shall not exceed 12 months.
2. The dossier for notification of business suspension of an enterprise, branch, or business location, or activity suspension of a representative office shall include the following documents:
a) A notice of business suspension or activity suspension;
b) A copy or the original of the resolution or decision of the company owner for a single-member limited liability company; of the Members' Council for a limited liability company with two or more members or a partnership; of the Board of Directors for a joint stock company on the business suspension in case of a business suspension notification by the enterprise.
3. The dossier for notification of resumption of business or activity ahead of the notified schedule of an enterprise, branch, representative office, or business location shall include a notice of resumption of business or activity ahead of the notified schedule.
4. After receiving the notification dossier, the provincial-level Agency for Business Registration shall issue a receipt and an appointment for returning the results to the dossier submitter. Within 01 working day from the date of receipt of the dossier, the provincial-level Agency for Business Registration shall consider the validity of the dossier and issue a certificate of notification of business/activity suspension, or a certificate of notification of resumption of business/activity ahead of the notified schedule; in case the dossier is not yet valid, the provincial-level Agency for Business Registration shall notify in writing the details that need to be amended or supplemented to the enterprise.
5. In case an enterprise notifies a business suspension, the provincial-level Agency for Business Registration shall update the legal status of the enterprise and its branches, representative offices, and business locations that are in "In operation" status to "Business/activity suspended" status.
6. An enterprise may notify the resumption of business ahead of the notified schedule concurrently with the notification of resumption of business/activity ahead of the notified schedule for its branches, representative offices, and business locations. The provincial-level Agency for Business Registration shall update the legal status of the enterprise concurrently with the legal status of the branches, representative offices, and business locations in the National Business Registration Database.
Article 61. Suspension of business, termination of activity, termination of business at the request of a competent state agency
1. Within 03 working days from the date the provincial-level Agency for Business Registration receives a written document from a competent state agency regarding an enterprise conducting conditional business investment lines or conditional market access lines for foreign investors without meeting the conditions as prescribed by law, the provincial-level Agency for Business Registration shall issue a notice requesting the enterprise to suspend or terminate business in such lines. In case the enterprise fails to suspend or terminate business in the conditional business investment lines or conditional market access lines for foreign investors as requested, the provincial-level Agency for Business Registration shall request the enterprise to report as prescribed at Point c, Clause 1, Article 216 of the Law on Enterprises.
2. Within 03 working days from the date the provincial-level Agency for Business Registration receives a written document from a competent state agency regarding an enterprise being requested by a competent state agency to suspend business, terminate activity, or terminate business, or having completed a penalty or judicial measure as prescribed by specialized law, the provincial-level Agency for Business Registration shall update the information in the National Business Registration Database and publish it on the National Business Registration Information Portal.
Article 62. Re-issuance of Enterprise Registration Certificates, Certificates of change in enterprise registration
In case an enterprise has been issued a paper copy of an Enterprise Registration Certificate, a Certificate of Change in Enterprise Registration Details, a Certificate of Registration of Operation of a Branch/Representative Office, a Certificate of Registration of Business Location, or a Certificate of Change in Operation registration details of a Branch/Representative Office/Business Location and wishes to have it re-issued due to loss, fire, tearing, damage, or destruction in another form, the enterprise shall send a written request for re-issuance to the provincial-level Agency for Business Registration where the enterprise, branch, representative office, or business location is located. The provincial-level Agency for Business Registration shall consider re-issuing it within 01 working day from the date of receipt of the written request.
Article 63. Handling of cases of failure to comply with regulations on dossiers, order, and procedures or where information declared in dossiers is untruthful or inaccurate
1. In case the provincial-level Agency for Business Registration carries out enterprise registration procedures that do not comply with regulations on dossiers, order, and procedures, the provincial-level Agency for Business Registration shall notify the enterprise and re-perform the enterprise registration procedures in accordance with regulations. The provincial-level Agency for Business Registration shall be held responsible before law for performing and re-performing enterprise registration procedures that do not comply with regulations.
2. The handling of untruthful or inaccurate information declared in an enterprise registration dossier shall be carried out as follows:
a) In case the information declared in the dossier for registration of establishment of an enterprise, registration of operation of a branch or representative office, or notification of establishment of a business location is untruthful or inaccurate, the provincial-level Agency for Business Registration shall issue a notice that the Enterprise Registration Certificate, Certificate of Registration of Operation of a Branch/Representative Office, or Certificate of Registration of Business Location issued on the basis of the registration dossier with untruthful or inaccurate information is invalid, and at the same time publish the notice on the National Business Registration Information Portal. The provincial-level Agency for Business Registration shall notify the Tax Administration Office and competent state agencies of the enterprise's untruthful or inaccurate declaration for coordination in management and handling as prescribed by law.
The provincial-level Agency for Business Registration shall request the enterprise to submit a new dossier to replace the dossier for registration of establishment of the enterprise, registration of operation of the branch or representative office, or notification of establishment of the business location with untruthful or inaccurate information within 30 days from the date of the notice to be considered for the issuance of an Enterprise Registration Certificate, a Certificate of Registration of Operation of a Branch/Representative Office, or a Certificate of Registration of Business Location. The enterprise may combine lawful changes from subsequent registrations of change into one dossier to be granted a new registration of change. In case the enterprise fails to submit the dossier, the provincial-level Agency for Business Registration shall request the enterprise to report as prescribed in Clause 5, Article 21 of this Decree;
b) In case the information declared in the dossier for registration of change in enterprise registration details, operation of a branch, representative office, business location, or notification of change in enterprise registration is untruthful or inaccurate, the provincial-level Agency for Business Registration shall notify the Tax Administration Office and competent state agencies for coordination in management and handling as prescribed by law. The provincial-level Agency for Business Registration shall issue a notice that the Enterprise Registration Certificate, Certificate of Registration of Operation of a Branch/Representative Office, Certificate of Registration of Business Location, Certificate of Change in Enterprise Registration Details, or Certificate of Change in Operation registration details of a Branch/Representative Office/Business Location issued on the basis of the registration of change or notification of change dossier with untruthful or inaccurate information is invalid, and at the same time publish the notice on the National Business Registration Information Portal. The provincial-level Agency for Business Registration shall issue an Enterprise Registration Certificate, a Certificate of Registration of Operation of a Branch/Representative Office, a Certificate of Registration of Business Location, a Certificate of Change in Enterprise Registration Details, or a Certificate of Change in Operation registration details of a Branch/Representative Office/Business Location on the basis of the valid dossier immediately preceding the dossier with untruthful or inaccurate information.
The enterprise may combine lawful changes from the registration of change dossier with untruthful or inaccurate information and subsequent registrations of change or notifications of change into one dossier to be granted a new registration of change or confirmation of change;
c) In case the handling of untruthful or inaccurate information involves multiple provincial-level Agencies for Business Registration, the provincial-level Agency for Business Registration where the enterprise's head office is currently located shall handle the approved change based on the untruthful or inaccurate information according to its competence, and at the same time, notify the handling results to the relevant Tax Office for updating and tax management monitoring. The provincial-level Agency for Business Registration where the enterprise has relocated to shall transfer the enterprise's information, handling results, and relevant documents to the provincial-level Agency for Business Registration where the enterprise relocated from for further handling as prescribed.
Article 64. Registration of enterprise dissolution for cases prescribed at Points a, b, and c, Clause 1, Article 207 of the Law on Enterprises 2020, as amended and supplemented in 2025
The registration of enterprise dissolution as prescribed at Points a, b, and c, Clause 1, Article 207 of the Law on Enterprises 2020, as amended and supplemented in 2025, shall be carried out according to the following order and procedures:
1. Within 07 working days from the date of approving the resolution or decision on dissolution as prescribed in Clause 1, Article 208 of the Law on Enterprises, the enterprise shall send to the provincial-level Agency for Business Registration where the enterprise's head office is located the following documents:
a) The resolution or decision on dissolution of the owner of the sole proprietorship for a sole proprietorship; of the company owner for a single-member limited liability company; of the Members' Council for a limited liability company with two or more members or a partnership; the resolution of the General Meeting of Shareholders for a joint stock company on the dissolution of the enterprise;
b) The minutes of the meeting of the Members' Council for a limited liability company with two or more members or a partnership; of the General Meeting of Shareholders for a joint stock company on the dissolution of the enterprise;
c) The debt settlement plan (if any).
2. Within 03 working days from the date of receipt of the resolution or decision on dissolution, the provincial-level Agency for Business Registration shall:
a) Publish the resolution or decision on dissolution and at the same time notify that the enterprise is undergoing dissolution procedures and that its branches, representative offices, and business locations are undergoing termination of operation procedures on the National Business Registration Information Portal;
b) Change the legal status of the enterprise to "undergoing dissolution procedures" and the legal status of its branches, representative offices, and business locations to "undergoing termination of operation procedures" in the National Business Registration Database;
c) Send information on the dissolution of the enterprise and information on the ongoing termination of operation of its branches, representative offices, and business locations to the Tax Office and the civil judgment enforcement agency.
3. Within 05 working days from the date of full payment of the enterprise's debts, the enterprise shall send a dossier for registration of enterprise dissolution to the provincial-level Agency for Business Registration where the enterprise's head office is located. The dossier for registration of enterprise dissolution shall include the documents prescribed in Clause 1, Article 210 of the Law on Enterprises.
4. Before submitting the dossier for registration of enterprise dissolution, the enterprise must carry out procedures for terminating the operation of its branches, representative offices, and business locations at the provincial-level Agency for Business Registration where the branches, representative offices, and business locations are located.
5. After receiving the dossier for registration of enterprise dissolution, the provincial-level Agency for Business Registration shall send information on the enterprise's registration of dissolution to the Tax Office. Within 02 working days from the date of receipt of the information, the Tax Office shall send its opinion on the enterprise's fulfillment of tax payment obligations to the provincial-level Agency for Business Registration. Within 05 working days from the date of receipt of the dossier for registration of enterprise dissolution, the provincial-level Agency for Business Registration shall change the legal status of the enterprise in the National Business Registration Database to "dissolved" if it does not receive any opinion from the Tax Office or receives an opinion from the Tax Office confirming that the enterprise has fulfilled its tax obligations, and at the same time publish a notice of the enterprise's dissolution on the National Business Registration Information Portal. In case the Tax Office objects because the enterprise has not yet fulfilled its tax obligations as prescribed, the provincial-level Agency for Business Registration shall issue a notice to the enterprise.
6. After a period of 180 days from the date the provincial-level Agency for Business Registration receives the resolution or decision on dissolution of the enterprise without receiving the dossier for registration of dissolution of the enterprise, the dossier for registration of termination of operation of the branch, representative office, or business location, and any written objection from the Tax Administration Office or other relevant organizations or individuals, the provincial-level Agency for Business Registration shall change the legal status of the enterprise, branch, representative office, or business location in the National Business Registration Database to "dissolved" or "operation terminated", and at the same time issue a notice that the enterprise has been dissolved or the branch, representative office, or business location has terminated its operation within 03 working days from the end of the above-mentioned period.
7. Within 180 days from the date the provincial-level Agency for Business Registration receives the resolution or decision on dissolution as prescribed in Article 208 of the Law on Enterprises and the legal status of the enterprise has not yet been changed to "dissolved" in the National Business Registration Database, if the enterprise does not continue with the dissolution, the enterprise shall send a notice of cancellation of the resolution or decision on dissolution to the provincial-level Agency for Business Registration where the enterprise's head office is located. The notice must be enclosed with the resolution or decision of the owner of the sole proprietorship for a sole proprietorship, of the company owner for a single-member limited liability company, of the Members' Council for a limited liability company with two or more members or a partnership; the resolution of the General Meeting of Shareholders for a joint stock company on the cancellation of the resolution or decision on dissolution. Within 01 working day from the date of receipt of the notice of cancellation of the resolution or decision on dissolution, the provincial-level Agency for Business Registration must publish the notice and the resolution or decision on the cancellation on the National Business Registration Information Portal, and at the same time restore the legal status of the enterprise, branch, representative office, or business location in the National Business Registration Database and send the information to the Tax Office.
8. For an enterprise using a seal issued by a public security agency, the enterprise is responsible for returning the seal and the Certificate of Seal Specimen Registration to the public security agency.
Article 65. Registration of enterprise dissolution in case of revocation of the Enterprise Registration Certificate or under a court decision
1. Within 03 working days from the date of issuing a decision to revoke the Enterprise Registration Certificate or receiving a legally effective court decision on dissolution, the provincial-level Agency for Business Registration shall:
a) Publish the decision to revoke the Enterprise Registration Certificate or the legally effective court decision on dissolution on the National Business Registration Information Portal; notify that the enterprise is undergoing dissolution procedures and that its branches, representative offices, and business locations are undergoing termination of operation procedures on the National Business Registration Information Portal, unless the enterprise's Enterprise Registration Certificate is revoked at the request of the Tax Administration Office;
b) Change the legal status of the enterprise to "undergoing dissolution procedures"; change the legal status of its branches, representative offices, and business locations to "undergoing termination of operation procedures" in the National Business Registration Database, unless the enterprise's Enterprise Registration Certificate is revoked at the request of the Tax Administration Office;
c) Send information on the dissolution of the enterprise and the termination of operation of its branches, representative offices, and business locations to the Tax Office and the civil judgment enforcement agency.
2. Within 05 working days from the date of full payment of the enterprise's debts, the at-law representative of the enterprise shall send a dossier for registration of enterprise dissolution to the provincial-level Agency for Business Registration where the enterprise's head office is located. The dossier, order, and procedures for registration of enterprise dissolution shall be carried out in accordance with Clauses 3, 4, and 5 of Article 64 of this Decree.
3. After a period of 180 days from the date the provincial-level Agency for Business Registration notifies that the enterprise is undergoing dissolution procedures on the National Business Registration Information Portal without receiving the dossier for registration of dissolution of the enterprise, the dossier for registration of termination of operation of the branch, representative office, or business location, and any written objection from the Tax Administration Office or other relevant organizations, individuals, and parties, the provincial-level Agency for Business Registration shall change the legal status of the enterprise, branch, representative office, or business location in the National Business Registration Database to "dissolved" or "operation terminated", and at the same time issue a notice of enterprise dissolution or termination of operation of the branch, representative office, or business location within 03 working days from the end of the above-mentioned period.
Article 66. Registration of termination of operation of branches, representative offices, and business locations
1. Before registering the termination of operation of a branch or representative office, the enterprise, branch, or representative office must carry out procedures with the Tax Office to fulfill its tax payment obligations as prescribed by the tax law.
2. Within 10 days from the date of deciding to terminate the operation of a branch, representative office, or business location, the enterprise shall send a dossier for registration of termination of operation of the branch, representative office, or business location to the provincial-level Agency for Business Registration where the branch, representative office, or business location is located.
The dossier for registration of termination of operation of a branch, representative office, or business location shall include the following documents:
a) A notice of termination of operation of the branch, representative office, or business location;
b) A copy or the original of the resolution or decision on the termination of operation of the branch or representative office of the owner for a single-member limited liability company; of the Members' Council for a limited liability company with two or more members or a partnership; of the Board of Directors for a joint stock company in case of termination of operation of a branch or representative office.
3. After receiving the dossier for registration of termination of operation of a branch or representative office, the provincial-level Agency for Business Registration shall send information on the termination of operation of the branch or representative office to the Tax Office. Within 02 working days from the date of receipt of the information, the Tax Office shall send its opinion on the fulfillment of tax payment obligations of the branch or representative office to the provincial-level Agency for Business Registration. Within 05 working days from the date of receipt of the dossier for registration of termination of operation of a branch or representative office, the provincial-level Agency for Business Registration shall change the legal status of the branch or representative office in the National Business Registration Database to "operation terminated" if it does not receive any opinion from the Tax Office or receives an opinion from the Tax Office on the branch or representative office's fulfillment of its tax obligations, and at the same time issue a notice of termination of operation of the branch or representative office. In case the Tax Office objects because the branch or representative office has not yet fulfilled its tax obligations as prescribed, the provincial-level Agency for Business Registration shall issue a notice to the enterprise.
4. In case of termination of operation of a business location, the provincial-level Agency for Business Registration shall consider the validity of the dossier and change the legal status of the business location to "operation terminated" within 03 working days from the date of receipt of the registration dossier. Information on the termination of operation of the business location shall be transmitted from the National Business Registration Information System to the Tax Registration Application System for updating.
5. Before terminating the operation of a branch, an enterprise must carry out procedures for terminating the operation of all business locations directly under the branch at the provincial-level Agency for Business Registration where the business locations are located.
6. The termination of operation of an enterprise's branch or representative office abroad shall be carried out in accordance with the law of that country. Within 30 days from the date of officially terminating the operation of a branch or representative office abroad, the enterprise shall send a written notice of the termination of operation of the enterprise's branch or representative office abroad to the provincial-level Agency for Business Registration where the enterprise's head office is located. The provincial-level Agency for Business Registration shall update the enterprise's information in the National Business Registration Database within 03 working days from the date of receipt of the notice.
7. In case a branch, representative office, or business location has been issued a notice by the provincial-level Agency for Business Registration that it is undergoing termination of operation procedures as prescribed in this Decree, then at the end of the 180-day period from the date the provincial-level Agency for Business Registration notifies the status of the branch, representative office, or business location undergoing termination of operation procedures on the National Business Registration Information Portal without receiving the dossier for registration of termination of operation of the branch, representative office, or business location and any written objection from the Tax Administration Office or other relevant organizations, individuals, and parties, the provincial-level Agency for Business Registration shall terminate the operation of the branch, representative office, or business location in the National Business Registration Database, and at the same time issue a notice of termination of operation of the branch, representative office, or business location. Information on the termination of operation of the branch, representative office, or business location shall be transmitted from the National Business Registration Information System to the Tax Registration Application System for updating.
Article 67. Termination of existence of divided companies, consolidated companies, and merged companies
1. After a new company is established on the basis of a company division, a consolidated company, or a merging company is granted enterprise registration, the provincial-level Agency for Business Registration shall change the legal status of the divided, consolidated, or merged enterprise to "Undergoing dissolution, being divided, consolidated, or merged" and change the legal status of its branches, representative offices, and business locations to "undergoing termination of operation procedures”. The provincial-level Agency for Business Registration shall send information to the Tax Office. The Tax Office is responsible for sending information to the provincial-level Agency for Business Registration on the enterprise, branch, representative office, or business location having completed tax finalization and transfer of tax obligations.
2. Within 03 working days from the date of receipt of information from the Tax Office on the divided, consolidated, or merged enterprise and its branches, representative offices, and business locations having completed tax finalization and transfer of tax obligations, the provincial-level Agency for Business Registration shall terminate the existence of the enterprise and terminate the operation of its branches, representative offices, and business locations in the National Business Registration Database.
3. Before the termination of existence of a divided, consolidated, or merged enterprise, all of its branches, representative offices, and business locations must have their operations terminated.
4. In case the enterprise registration details of the merging company do not change after the merger, within 10 working days from the date of completion of the merger, the merging company shall send a written notice to the provincial-level Agency for Business Registration where the merging company's head office is located to terminate the existence of the merged company. The notice must be enclosed with the documents prescribed at Points a, b, and c, Clause 2, Article 55 of this Decree.
Article 68. Determination of forged information declared in enterprise registration dossiers
1. In case there are grounds to determine that the information declared in an enterprise registration dossier is forged, the relevant organization or individual shall send a written request to the provincial-level Agency for Business Registration for revocation as prescribed.
The requesting organization or individual is responsible for providing the provincial-level Agency for Business Registration with one of the documents prescribed in Clause 2 of this Article. Within 03 working days from the date of receipt of the written request as prescribed in this Clause, the provincial-level Agency for Business Registration shall handle it as prescribed in Clause 1, Article 69 and Clause 2, Article 71 of this Decree.
2. Documents determining that the information declared in an enterprise registration dossier is forged include:
a) A copy or the original of a written reply from a competent state agency on the forgery of a document issued by that competent agency;
b) A copy or the original of a written reply from a public security agency on the forgery of the information declared in the enterprise registration dossier.
3. In case it is necessary to determine that the information declared in an enterprise registration dossier is forged, the provincial-level Agency for Business Registration shall send a written request together with the enterprise registration dossier to the agency prescribed at Points a and b, Clause 2 of this Article in accordance with the law on judicial expertise. The agency prescribed at Points a and b, Clause 2 of this Article is responsible for providing a written reply on the determination results at the request of the provincial-level Agency for Business Registration within 30 days from the date of receipt of the written request.
Article 69. Order and procedures for revocation of Enterprise Registration Certificates, Certificates of change in enterprise registration, Certificates of Notification of Business Suspension, Certificates of Notification of Resumption of Business Ahead of the Notified Schedule, Notices of an Enterprise Undergoing Dissolution Procedures, and Notices of Enterprise Dissolution
1. In case the information declared in an enterprise registration dossier is forged
a) In case the information declared in the dossier for registration of establishment of a new enterprise is forged, the provincial-level Agency for Business Registration shall issue a notice of the enterprise's violation and a decision to revoke the Enterprise Registration Certificate within 03 working days from the date of receipt of the documents prescribed in Clause 2, Article 68 of this Decree;
b) In case the information declared in the dossier for registration of change or notification of change in enterprise registration is forged, the provincial-level Agency for Business Registration shall issue a notice of the enterprise's violation and a decision to revoke the Enterprise Registration Certificate of the registration of change or the Certificate of Change in Enterprise Registration Details issued on the basis of the forged information within 03 working days from the date of receipt of the documents prescribed in Clause 2, Article 68 of this Decree. The provincial-level Agency for Business Registration shall issue an Enterprise Registration Certificate or a Certificate of Change in Enterprise Registration Details on the basis of the valid dossier immediately preceding the registration dossier with forged information.
The enterprise may combine lawful changes from the registration of change or notification of change dossier with forged information and subsequent registrations of change or notifications of change into one dossier to be granted a new registration of change or confirmation of change;
c) In case the information declared in the dossier for notification of business suspension, the resolution or decision on dissolution of the enterprise, or the dossier for registration of dissolution of the enterprise is forged, the provincial-level Agency for Business Registration shall issue a notice of the enterprise's violation and a decision to revoke the Certificate of Notification of Business Suspension, the Certificate of Notification of Resumption of Business Ahead of the Notified Schedule, the Notice of an Enterprise Undergoing Dissolution Procedures, or the Notice of Enterprise Dissolution issued on the basis of the forged information within 03 working days from the date of receipt of the documents prescribed in Clause 2, Article 68 of this Decree. The provincial-level Agency for Business Registration shall restore the legal status of the enterprise, branch, representative office, or business location in the National Business Registration Database.
d) In case the handling of forged information involves multiple provincial-level Agencies for Business Registration, the provincial-level Agency for Business Registration where the enterprise's head office is currently located shall handle the approved change based on the forged information according to its competence, and at the same time, notify the handling results to the relevant Tax Office for updating and tax management monitoring. The provincial-level Agency for Business Registration where the enterprise has relocated to shall transfer the enterprise's information, handling results, and relevant documents to the provincial-level Agency for Business Registration where the enterprise relocated from for further handling as prescribed.
2. In case an enterprise is established by persons who are prohibited from establishing enterprises as prescribed in Clause 2, Article 17 of the Law on Enterprises 2020, as amended and supplemented in 2025
a) For a sole proprietorship or a single-member limited liability company:
The provincial-level Agency for Business Registration where the enterprise's head office is located shall issue a notice of the violation and at the same time issue a decision to revoke the Enterprise Registration Certificate;
b) For a limited liability company with two or more members, a joint stock company, and a partnership:
The provincial-level Agency for Business Registration where the enterprise's head office is located shall issue a notice requesting the enterprise to register a change of the member or notify a change of the shareholder being a foreign investor who is not entitled to establish an enterprise within 30 days from the date of the notice. For a shareholder who is not a foreign investor, the provincial-level Agency for Business Registration shall request the enterprise to report on the change of the shareholder as prescribed in Clause 5, Article 21 of this Decree. Within 03 working days from the end of the above-mentioned period, if the enterprise does not register the change of the member or does not report on the change of the shareholder, the provincial-level Agency for Business Registration shall issue a notice of the violation and at the same time issue a decision to revoke the Enterprise Registration Certificate.
3. In case an enterprise ceases business operations for 01 year without notifying the Agency for Business Registration and the Tax Office, the provincial-level Agency for Business Registration shall issue a written notice of the violation and request the at-law representative to come to the office of the provincial-level Agency for Business Registration to provide an explanation. If, at the end of the explanation period stated in the notice, the requested person does not come or the explanation is not accepted, the provincial-level Agency for Business Registration shall issue a decision to revoke the Enterprise Registration Certificate within 03 working days from the end of the explanation period. The provincial-level Agency for Business Registration is responsible for coordinating with relevant state management agencies in considering the explanation of the enterprise's violation.
In case it is necessary to clearly determine the enterprise's violation falling into a case of revocation under this Clause, the provincial-level Agency for Business Registration shall perform the tasks and powers prescribed in Clause 6, Article 21 of this Decree.
4. In case an enterprise fails to send a report as prescribed at Point c, Clause 1, Article 216 of the Law on Enterprises, within 10 working days from the end of the period prescribed at Point d, Clause 1, Article 212 of the Law on Enterprises, the provincial-level Agency for Business Registration shall issue a written notice of the violation and request the at-law representative to come to the office of the provincial-level Agency for Business Registration to provide an explanation. If, at the end of the explanation period stated in the notice, the requested person does not come or the explanation is not accepted, the provincial-level Agency for Business Registration shall issue a decision to revoke the Enterprise Registration Certificate within 03 working days from the end of the explanation period. The provincial-level Agency for Business Registration is responsible for coordinating with relevant state management agencies in considering the explanation of the enterprise's violation.
5. In case of receiving a court decision on the revocation of an Enterprise Registration Certificate, the provincial-level Agency for Business Registration shall issue a decision to revoke the Enterprise Registration Certificate within 03 working days from the date of receipt of the decision.
6. In case of receiving a request from a competent authority as prescribed by law for the revocation of an Enterprise Registration Certificate, the provincial-level Agency for Business Registration shall issue a notice of the enterprise's violation and a decision to revoke the Enterprise Registration Certificate within 10 days from the date of receipt of the written request for revocation from the competent authority as prescribed by law. An enterprise whose Enterprise Registration Certificate is revoked at the request of the Tax Administration Office shall not carry out dissolution procedures or procedures for termination of operation of its branches, representative offices, or business locations. In this case, the provincial-level Agency for Business Registration shall change the legal status of the enterprise, branch, representative office, or business location to "Revoked due to tax administration enforcement" in the National Business Registration Database.
7. Unless an enterprise's Enterprise Registration Certificate is revoked to enforce tax debt collection at the request of the Tax Administration Office, the provincial-level Agency for Business Registration shall notify that the enterprise is undergoing dissolution procedures and that its branches, representative offices, and business locations are undergoing termination of operation procedures on the National Business Registration Information Portal concurrently with the issuance of the decision to revoke the Enterprise Registration Certificate. After receiving the decision to revoke the Enterprise Registration Certificate, the enterprise must carry out dissolution procedures as prescribed in Article 209 of the Law on Enterprises and terminate the operation of its branches, representative offices, and business locations as prescribed in Article 66 of this Decree.
8. The provincial-level Agency for Business Registration shall notify the Tax Administration Office and competent state agencies of the enterprise's violation for consideration and handling as prescribed by law. The provincial-level Agency for Business Registration shall publish the notice of violation, the decision to revoke the Enterprise Registration Certificate, the Certificate of Change in Enterprise Registration Details, the Certificate of Notification of Business Suspension, the Certificate of Notification of Resumption of Business Ahead of the Notified Schedule, the Notice of an Enterprise Undergoing Dissolution Procedures, and the Notice of Enterprise Dissolution on the National Business Registration Information Portal. Within 03 working days from the date of issuance, the provincial-level Agency for Business Registration shall send the notice of violation and the decision to revoke the above-mentioned Certificates to the enterprise's head office.
9. An enterprise operating under an Investment License or an Investment Certificate (which is also an Enterprise Registration Certificate) or equivalent legal documents shall have its enterprise registration details revoked in the cases prescribed in Clause 1, Article 212 of the Law on Enterprises. The order and procedures for revocation shall be carried out in accordance with Clauses 1, 2, 3, 4, 5, 6, 7, and 8 of this Article.
The provincial-level Agency for Business Registration shall issue a decision to revoke the enterprise registration details without revoking the Investment License, the Investment Certificate (which is also an Enterprise Registration Certificate), or equivalent legal documents. The handling of the investment project details on the Investment License, the Investment Certificate (which is also an Enterprise Registration Certificate), or equivalent legal documents shall be carried out in accordance with the law on investment. Within 03 working days from the date of issuing the revocation decision, the provincial-level Agency for Business Registration shall send the revocation decision to the Agency for Investment Registration.
Article 70. Order and procedures for cancellation of revocation decisions and restoration of Enterprise Registration Certificates
1. The provincial-level Agency for Business Registration shall issue a decision to cancel the decision to revoke the Enterprise Registration Certificate and at the same time restore the Enterprise Registration Certificate on the National Business Registration Information System in the following cases:
a) The provincial-level Agency for Business Registration determines that the enterprise is not subject to revocation of the Enterprise Registration Certificate;
b) The provincial-level Agency for Business Registration receives a written request from the Tax Administration Office to restore the legal status of the enterprise after the enterprise has had its Enterprise Registration Certificate revoked at the request of the Tax Administration Office.
2. The provincial-level Agency for Business Registration shall issue a decision to cancel the revocation decision and restore the Enterprise Registration Certificate, and at the same time update the legal status of the enterprise, branch, representative office, and business location in the National Business Registration Database within 03 working days from the date of determining that the enterprise is not subject to revocation of the Enterprise Registration Certificate or receiving the written request from the Tax Administration Office. The provincial-level Agency for Business Registration shall be held responsible before law for the decision to cancel the decision to revoke the Enterprise Registration Certificate and the restoration of the Enterprise Registration Certificate on the National Business Registration Information System.
3. Within 03 working days from the date of issuing the decision to cancel the decision to revoke the Enterprise Registration Certificate, the provincial-level Agency for Business Registration shall send the decision to the enterprise's head office, and at the same time send a notice of the restoration of the Enterprise Registration Certificate to the Tax Administration Office, and publish the notice and decision on the National Business Registration Information Portal.
Article 71. Order and procedures for revocation of Certificates of Registration of Operation of Branches/Representative Offices, Certificates of Registration of Business Locations, Certificates of Notification of Business/Activity Suspension, Notifications of Resumption of Business/Activity, Notices of Branches/Representative Offices/Business Locations Undergoing Termination of Operation Procedures, Notices of Termination of Operation of Branches/Representative Offices/Business Locations, cancellation of revocation decisions and restoration of Certificates of Registration of Operation of Branches/Representative Offices, Certificates of Registration of Business Locations
1. A branch, representative office, or business location shall have its Certificate of Registration of Operation of a Branch/Representative Office or Certificate of Registration of Business Location revoked in one of the following cases:
a) The information declared in the dossier for registration of operation or the dossier for registration of change in operation registration details of the branch, representative office, or business location is forged;
b) It has ceased operations for over 12 months without notifying the provincial-level Agency for Business Registration and the Tax Office;
c) Under a court decision;
d) At the request of a competent state agency as prescribed by law.
2. In case the information declared in the dossier for registration of operation or the dossier for registration of change in operation registration details of a branch, representative office, or business location is forged
a) In case the information declared in the dossier for registration of operation of a branch, representative office, or business location is forged, the provincial-level Agency for Business Registration shall issue a notice of the enterprise's violation and a decision to revoke the Certificate of Registration of Operation of the Branch/Representative Office or the Certificate of Registration of Business Location within 03 working days from the date of receipt of the documents prescribed in Clause 2, Article 68 of this Decree;
b) In case the information declared in the dossier for registration of change in operation registration details of a branch, representative office, or business location is forged, the provincial-level Agency for Business Registration shall issue a notice of the enterprise's violation and a decision to revoke the Certificate of Registration of Operation of the Branch/Representative Office, the Certificate of Registration of Business Location of the registration of change, or the Certificate of Change in Operation registration details of the Branch/Representative Office/Business Location issued on the basis of the forged information in the registration of change dossier within 03 working days from the date of receipt of the documents prescribed in Clause 2, Article 68 of this Decree. The provincial-level Agency for Business Registration shall issue a Certificate of Registration of Operation of a Branch/Representative Office, a Certificate of Registration of Business Location, or a Certificate of Change in Operation registration details of a Branch/Representative Office/Business Location on the basis of the valid dossier immediately preceding the registration of change dossier with forged information.
The enterprise may combine lawful changes from the registration of change dossier with forged information and subsequent registrations of change or notifications of change into one dossier to be granted a new registration of change or confirmation of change;
c) In case the information declared in the dossier for notification of business suspension, notification of activity suspension, or the dossier for registration of termination of operation of a branch, representative office, or business location is forged, the provincial-level Agency for Business Registration shall issue a notice of the enterprise's violation and a decision to revoke the Certificate of Notification of Business/Activity Suspension, the Notification of Resumption of Business/Activity, the Notice of a Branch/Representative Office/Business Location Undergoing Termination of Operation Procedures, or the Notice of Termination of Operation of a Branch/Representative Office/Business Location issued on the basis of the forged information within 03 working days from the date of receipt of the documents prescribed in Clause 2, Article 68 of this Decree. The provincial-level Agency for Business Registration shall restore the legal status of the branch, representative office, business location, or business location under the branch in the National Business Registration Database;
d) In case the handling of forged information involves multiple provincial-level Agencies for Business Registration, the provincial-level Agency for Business Registration where the branch, representative office, or business location's head office is currently located shall handle the approved change based on the forged information according to its competence, and at the same time, notify the handling results to the relevant Tax Office for updating and tax management monitoring. The provincial-level Agency for Business Registration where the branch, representative office, or business location has relocated to shall transfer the information of the branch, representative office, or business location, the handling results, and relevant documents to the provincial-level Agency for Business Registration where the branch, representative office, or business location relocated from for further handling as prescribed.
3. In case a branch or representative office ceases operations for over 12 months without notifying the provincial-level Agency for Business Registration and the Tax Office, the provincial-level Agency for Business Registration shall issue a written notice of the violation and request the at-law representative of the enterprise to come to the provincial-level Agency for Business Registration to provide an explanation. If, at the end of the explanation period stated in the notice, the requested person does not come or the explanation is not accepted, the provincial-level Agency for Business Registration shall issue a decision to revoke the Certificate of Registration of Operation of the Branch/Representative Office within 03 working days from the end of the explanation period. The provincial-level Agency for Business Registration is responsible for coordinating with relevant state management agencies in considering the explanation of the at-law representative.
In case it is necessary to clearly determine the violation of the enterprise's branch or representative office falling into a case of revocation under this Clause, the provincial-level Agency for Business Registration shall perform the tasks and powers prescribed in Clause 6, Article 21 of this Decree.
4. In case of receiving a court decision on the revocation of a Certificate of Registration of Operation of a Branch/Representative Office or a Certificate of Registration of Business Location, the provincial-level Agency for Business Registration shall issue a decision to revoke the Certificate of Registration of Operation of the Branch/Representative Office or the Certificate of Registration of Business Location within 03 working days from the date of receipt of the decision.
5. In case of receiving a request from a competent authority as prescribed by law for the revocation of a Certificate of Registration of Operation of a Branch/Representative Office, the provincial-level Agency for Business Registration shall issue a notice of the enterprise's violation and a decision to revoke the Certificate of Registration of Operation of the Branch/Representative Office within 10 days from the date of receipt of the written request for revocation from the competent authority as prescribed by law.
6. The provincial-level Agency for Business Registration shall notify the Tax Administration Office and competent state agencies of the enterprise's violation for coordination in management and handling as prescribed by law. The provincial-level Agency for Business Registration shall publish the notice of violation, the decision to revoke the Certificate of Registration of Operation of a Branch/Representative Office, the Certificate of Registration of Business Location, the Certificate of Notification of Business/Activity Suspension, the Notification of Resumption of Business/Activity, the Notice of a Branch/Representative Office/Business Location Undergoing Termination of Operation Procedures, and the Notice of Termination of Operation of a Branch/Representative Office/Business Location on the National Business Registration Information Portal. Within 03 working days from the date of issuance, the provincial-level Agency for Business Registration shall send the notice of violation and the decision to revoke the above-mentioned Certificates to the enterprise's head office.
7. The provincial-level Agency for Business Registration shall issue a decision to revoke the Certificate of Registration of Operation of a Branch/Representative Office or the Certificate of Registration of Business Location, and at the same time issue a notice that the branch, representative office, business location, or business location under the branch is undergoing termination of operation procedures, and update the legal status of the branch, representative office, business location, or business location under the branch to "undergoing termination of operation procedures", unless the branch or representative office has its Certificate of Registration of Operation revoked to enforce tax debt collection at the request of the Tax Administration Office.
8. After the provincial-level Agency for Business Registration issues a decision to revoke the Certificate of Registration of Operation of a Branch/Representative Office or the Certificate of Registration of Business Location, the enterprise must carry out procedures for terminating the operation of the branch, representative office, business location, or business location under the branch as prescribed in Article 66 of this Decree, unless the branch or representative office has its Certificate of Registration of Operation revoked to enforce tax debt collection at the request of the Tax Administration Office.
9. A branch, representative office, or business location operating under an Investment License, an Investment Certificate (which is also an Enterprise Registration Certificate), or equivalent legal documents, or a Certificate of Registration of Operation of a Branch/Representative Office/Business Location issued by the Agency for Investment Registration shall have its operation registration details revoked in the cases prescribed in Clause 1 of this Article.
The order and procedures for revocation shall be carried out in accordance with Clauses 2, 3, 4, 5, 6, 7, and 8 of this Article. The provincial-level Agency for Business Registration shall issue a decision to revoke the business registration details without revoking the Investment License, the Investment Certificate (which is also an Enterprise Registration Certificate), or equivalent legal documents, or the Certificate of Registration of Operation of a Branch/Representative Office/Business Location issued by the Agency for Investment Registration. The handling of the investment project details on the Investment License, the Investment Certificate (which is also an Enterprise Registration Certificate), or equivalent legal documents, or the Certificate of Registration of Operation of a Branch/Representative Office/Business Location shall be carried out in accordance with the law on investment. Within 03 working days from the date of issuing the revocation decision, the provincial-level Agency for Business Registration shall send the revocation decision to the Agency for Investment Registration for coordination in state management.
10. The provincial-level Agency for Business Registration shall issue a decision to cancel the revocation decision and restore the Certificate of Registration of Operation of a Branch/Representative Office or the Certificate of Registration of Business Location according to the order and procedures prescribed in Article 70 of this Decree.
Article 72. Publication of court decisions on opening of bankruptcy procedures, lists of creditors, and decisions declaring enterprise bankruptcy
1. Within 03 working days from the date of receipt of a court decision on the opening of bankruptcy procedures, the provincial-level Agency for Business Registration shall publish the decision on the National Business Registration Information Portal, and change the legal status of the enterprise to "undergoing bankruptcy procedures" and the legal status of its branches, representative offices, and business locations to "undergoing termination of operation procedures" in the National Business Registration Database.
2. Within 03 working days from the date of receipt of the list of creditors, the provincial-level Agency for Business Registration shall publish the list of creditors on the National Business Registration Information Portal.
3. Within 03 working days from the date of receipt of a court decision declaring an enterprise bankrupt, the provincial-level Agency for Business Registration shall publish the decision on the National Business Registration Information Portal and change the legal status of the enterprise to "bankrupt" and the legal status of its branches, representative offices, and business locations to "operation terminated" in the National Business Registration Database.
4. Information on an enterprise undergoing bankruptcy procedures or having gone bankrupt and its branches, representative offices, and business locations undergoing termination of operation procedures or having terminated their operations shall be transmitted to the Tax Registration Application System for updating.
Chapter VII
PUBLICATION AND PROVISION OF ENTERPRISE REGISTRATION INFORMATION, INTER-AGENCY CONNECTION, AND SHARING OF INFORMATION
Article 73. Publication of enterprise registration details
1. The details for publication are prescribed in Clause 1 and Clause 2, Article 32 of the Law on Enterprises.
2. Information on enterprise registration details shall be published on the National Business Registration Information Portal.
3. The request for publication of enterprise registration details and payment of the fee for such publication shall be made at the time the enterprise submits its enterprise registration dossier. In case the enterprise is not granted enterprise registration, the fee for publication of enterprise registration details shall be refunded to the enterprise.
Article 74. Provision of enterprise registration information
1. Information shall be provided publicly and free of charge on the National Business Registration Information Portal at https://dangkykinhdoanh.gov.vn, including:
a) Name of the enterprise; enterprise identification number; head office address; business lines; full name of the at-law representative; legal status of the enterprise;
b) Name, identification number, address, full name of the head, and legal status of the branch, representative office, or business location; business lines of the branch or business location.
2. The state management agency in charge of business registration shall provide information on enterprises stored in the National Business Registration Information System. The provincial-level Agency for Business Registration shall provide information on enterprises stored in the National Business Registration Database within its local management scope.
3. Competent state agencies as prescribed by law may request the exploitation and use of information in the National Business Registration Database for the purpose of state management and performance of administrative procedures. Based on the information exploited from the National Business Registration Database, competent agencies shall not require enterprises to submit copies of Enterprise Registration Certificates, Certificates of Registration of Operation of Branches/Representative Offices, or Certificates of Registration of Business Locations when carrying out administrative procedures or public services related to enterprises.
4. Organizations and individuals wishing to be provided with enterprise registration information, except for information on beneficial owners of enterprises, shall send a request to the state management agency in charge of business registration or the provincial-level Agency for Business Registration and pay fees and charges as prescribed.
5. Competent state agencies as prescribed by law have the right to request the state management agency in charge of business registration to provide information on beneficial owners of enterprises stored in the National Business Registration Information System to serve anti-money laundering work and shall not be required to pay a fee.
Article 75. Conversion of enterprise registration data
1. Information in Business Registration Certificates, Business Registration and Tax Registration Certificates stored at all provincial-level Agencies for Business Registration, and information on business registration details in Investment Licenses or Investment Certificates (which are also Business Registration Certificates) or equivalent legal documents must all be converted into the National Business Registration Information System. The registration information at the provincial-level Agency for Business Registration and the Agency for Investment Registration shall be the primary-source information on the enterprise when data conversion is performed.
2. The implementation of the conversion and supplementation of enterprise registration data shall be carried out according to the plan of the provincial-level Agency for Business Registration.
Article 76. Standardization of enterprise registration data
1. Data standardization means the implementation of the steps of reviewing, checking, cross-checking, and supplementing, updating enterprise registration information and the legal status of enterprises for enterprises that have been stored in the National Business Registration Database.
2. Based on the enterprise registration information stored in the National Business Registration Database within the local management scope, the provincial-level Agency for Business Registration shall send a notice on the review of enterprise registration information and the legal status of the enterprise to the enterprise, requesting the enterprise to cross-check, supplement, and update the information.
In case the enterprise registration information and the legal status of the enterprise in the National Business Registration Database are incomplete or inaccurate compared to the Enterprise Registration Certificate or the paper enterprise registration dossier, the enterprise shall send a notice of supplementation and updating of information to the provincial-level Agency for Business Registration as prescribed in Clause 1, Article 57 of this Decree within 90 days from the date the provincial-level Agency for Business Registration sends the notice. The enterprise shall be held responsible for the truthfulness and accuracy of the information notified to the provincial-level Agency for Business Registration.
3. For data of enterprises converted into the National Business Registration Database for which the enterprise registration dossiers have not yet been digitized, the provincial-level Agency for Business Registration shall be responsible for digitizing, naming the e-documents corresponding to the names of the types of paper documents in the enterprise registration dossier, and fully storing the enterprise registration dossiers in the National Business Registration Database.
4. The implementation of dossier digitization, data standardization, and updating and supplementing of enterprise registration information shall be carried out according to the plan of the provincial-level Agency for Business Registration.
Article 77. Correction of enterprise registration information
1. In case an enterprise discovers that the details on its Enterprise Registration Certificate are inaccurate compared to the details of its enterprise registration dossier, the enterprise shall send a written request for correction of information to the provincial-level Agency for Business Registration where the enterprise's head office is located. The provincial-level Agency for Business Registration shall issue an Enterprise Registration Certificate within 03 working days from the date of receipt of the enterprise's written request if the information stated in the enterprise's written request is accurate.
2. In case an enterprise discovers that the enterprise registration information in the National Business Registration Database is incomplete or inaccurate compared to the enterprise's paper dossier due to the process of data conversion into the National Business Registration Database, the enterprise shall send a written request for correction to the provincial-level Agency for Business Registration where the head office is located. The written request for correction must be enclosed with a copy of the Enterprise Registration Certificate, Business Registration Certificate, Business Registration and Tax Registration Certificate, Investment Certificate (which is also a Business Registration Certificate), Investment License or equivalent legal documents, or License for establishment and securities business.
Within 03 working days from the date of receipt of the enterprise's written request for correction, the provincial-level Agency for Business Registration is responsible for supplementing and correcting the enterprise registration information in the National Business Registration Database.
3. In case the provincial-level Agency for Business Registration discovers that the details on the Enterprise Registration Certificate are inaccurate compared to the details of the enterprise registration dossier, the provincial-level Agency for Business Registration shall send a notice on the correction of the details on the Enterprise Registration Certificate to the enterprise and issue an Enterprise Registration Certificate to the enterprise within 03 working days from the date of sending the notice.
4. In case the provincial-level Agency for Business Registration discovers that the enterprise registration information in the National Business Registration Database is non-existent or inaccurate compared to the enterprise's paper dossier due to the process of data conversion into the National Business Registration Database, within 03 working days from the discovery, the provincial-level Agency for Business Registration shall supplement and correct the enterprise registration information in the National Business Registration Database.
5. For cases of correction of information on the Enterprise Registration Certificate mentioned in Clause 1 and Clause 3 of this Article, the information after correction will be publicly posted on the National Business Registration Information Portal.
6. The correction of information on the Certificate of Change in Enterprise Registration Details, the Certificate of Registration of Operation of a Branch/Representative Office, the Certificate of Registration of Business Location, and the enterprise registration information stored in the National Business Registration Database shall be carried out similarly to the provisions in Clauses 1, 2, 3, and 4 of this Article.
Article 78. Updating information of enterprises established and operating under specialized laws
1. Competent state agencies that grant, amend, supplement, or revoke business registration certificates or equivalent legal documents, or dissolve enterprises established and operating under specialized laws are responsible for updating enterprise information into the National Business Registration Information System within 03 working days from the date of granting the establishment registration, changing the details, or revoking, dissolving.
2. The updating of information of enterprises established under specialized laws shall be carried out through automatic connection, integration, and data sharing between the information systems of the state agencies prescribed in Clause 1 of this Article and the National Business Registration Information System.
Article 79. Principles of implementing information connection and sharing
1. Information connected and shared with the National Business Registration Database to enhance the effectiveness of state management of enterprises must ensure it is updated and accurate as prescribed by law.
2. The connection and sharing of information must not affect the rights and responsibilities of relevant organizations and individuals; it must be used for the right purpose and comply with regulations on confidentiality, security, and cybersecurity.
3. The managing agencies of national databases and specialized databases are responsible for performing information management, data governance, and ensuring the readiness for connection and information sharing with the National Business Registration Database as prescribed in this Decree, the law regulations on management, connection, and sharing of information, and relevant law regulations.
4. The data-owning agencies, managing agencies of national databases, and specialized databases are responsible for developing regulations on coordination in managing, sharing, and connecting information about enterprises between the National Business Registration Database and national and specialized databases. The regulations shall include the following main details:
a) A list of shared information fields;
b) Data format, definitions, and descriptions of relevant attributes of the information fields;
c) Method and frequency of information connection and sharing;
d) Conditions ensuring the connection and sharing, including: characteristics and technical standards of the information technology infrastructure, human and financial resources;
dd) Regulations on the use and confidentiality of the provided information.
Article 80. Scope and types of information to be provided and shared
1. State data managing agencies are responsible for organizing and implementing the connection and sharing of information with the National Business Registration Database to check, monitor, and synthesize the situation of enterprises after establishment registration in order to enhance the effectiveness of state management of enterprises. The information includes:
a) Information on the new issuance, change, revocation, or termination of operation of business licenses, certificates of satisfaction of business conditions, practice certificates, certificates or written approvals of business conditions granted to enterprises, and decisions on sanctioning administrative violations of enterprises from the date of recording on the system of the competent state management agency;
b) Information on the tax payment situation in tax declaration dossiers; information on import and export situation in customs dossiers; financial statements;
c) Information on the number of employees participating in social insurance and unemployment insurance of the enterprise; debt, late payment, or evasion of social insurance and unemployment insurance contributions of the enterprise;
d) Information on the employment situation in enterprises;
dd) Information on the investment situation of the enterprise;
e) Information on technology, digital transformation, intellectual property, innovation, and other information of the enterprise.
2. Relevant state management agencies are responsible for sharing information on the beneficial owners of enterprises (if any) with the National Business Registration Database to serve anti-money laundering work.
Article 81. Sharing of enterprise registration information with social security offices and agencies assigned with the competence for state management of labor
1. The provincial-level Agency for Business Registration is the focal point for receiving dossiers and returning results for the procedures of registering the establishment of enterprises, registering the operation of branches and representative offices, and declaring the use of labor. After establishment, in case of changes to relevant information, enterprises, branches, and representative offices shall register or notify the changes to the provincial-level Agency for Business Registration and the social security office as prescribed by law.
2. The sharing of information between the provincial-level Agency for Business Registration and the social security office shall be carried out as follows:
a) After granting the registration of establishment for an enterprise, branch, or representative office, the provincial-level Agency for Business Registration shall share information on the Enterprise Registration Certificate, the Certificate of Registration of Operation of a Branch/Representative Office, and information on the total number of expected employees, business lines, and method of social insurance contribution of the enterprise, branch, or representative office with the social security office;
b) When there is a change in the registration details of an enterprise, branch, or representative office, the provincial-level Agency for Business Registration shall share information on the Enterprise Registration Certificate or the Certificate of Registration of Operation of a Branch/Representative Office with the social security office.
3. The sharing of information between the provincial-level Agency for Business Registration and the agency assigned with the competence for state management of labor shall be carried out as follows:
The provincial-level Agency for Business Registration shall share information on the name, identification number, address, at-law representative of the enterprise, head of the branch or representative office, main business line, and total number of expected employees of the enterprise, branch, or representative office established in the locality with the provincial-level Department of Home Affairs and the Ministry of Home Affairs to serve the state management of labor.
4. State management agencies in charge of labor and social security offices shall not require enterprises, branches, or representative offices to provide copies of Enterprise Registration Certificates, Certificates of Registration of Operation of Branches/Representative Offices, or information on enterprise registration that has been shared from the provincial-level Agency for Business Registration, except for the name and identification number of the enterprise, branch, or representative office when carrying out relevant administrative procedures.
Chapter VIII
BUSINESS HOUSEHOLDS AND REGISTRATION OF BUSINESS HOUSEHOLDS
Article 82. Right to establish business households
1. A business household shall be established by an individual or household members who shall be liable with all of their assets for the business operations of the household. In case a business household is established by household members, the members shall authorize in writing one member to act as the representative of the business household during its business operations. The power of attorney of the household members for one member to act as the representative of the business household must be notarized or certified as prescribed by law.
2. Individuals and household members who are Vietnamese citizens with full civil act capacity as prescribed by the Civil Code have the right to establish a business household as prescribed in this Decree, except for the following cases:
a) Persons being prosecuted for criminal liability, being held in temporary detention, serving an imprisonment sentence, serving an administrative handling measure at a compulsory detoxification establishment or a compulsory education establishment, or being banned by a court from holding a certain position, practicing a certain profession, or doing a certain job;
b) Persons who are not allowed to establish a business household as prescribed by law.
3. Households engaged in agriculture, forestry, aquaculture, or salt production, and street vendors, snack sellers, itinerant traders, mobile businesses, seasonal businesses, and service providers with low incomes are not required to register as a business household, unless in cases of business in conditional business investment lines. Provincial-level People's Committees shall prescribe the low-income levels applicable in their localities.
4. In case of wishing to establish a business household, the subjects at Clause 3 of this Article shall register as a business household as prescribed in this Decree.
Article 83. Obligation to make business household registration
1. Individuals and household members prescribed in Clause 2, Article 82 of this Decree may only register one business household nationwide.
2. Business household founders and business households are obliged to register the business household, report, and fulfill other obligations as prescribed in this Decree, and are not allowed to operate under the name of a business household without registration.
3. In case a business household is registered for establishment by household members, the owner of the business household shall carry out the business household registration procedures when the registration details are approved by all members.
Article 84. Rights and obligations of owners of business households and household members participating in business household registration
1. The owner of a business household and the household members participating in the business household registration shall carry out the business activities of the business household in accordance with law and shall be jointly liable for the business activities of the business household.
2. The owner of a business household may directly manage and operate the business activities of the business household or hire another person to do so. In this case, the owner of the business household and the household members participating in the business household registration shall still be held responsible for the debts and other property obligations arising from the business activities of the business household.
3. The owner of a business household shall perform tax obligations, financial obligations, and represent the business household as a person requesting the resolution of a civil matter, a plaintiff, a defendant, a person with related interests and obligations before an Arbitration, a Court, enforce administrative violation sanctioning decisions, and exercise other rights and perform other obligations as prescribed by law.
4. The owner of a business household and the household members participating in the business household registration have the right to contribute capital to, purchase shares of, and purchase contributed capital amounts in an enterprise as individuals.
5. The owner of a business household and the household members participating in the business household registration shall not concurrently be the owner of a sole proprietorship.
6. The owner of a business household and the household members participating in the business household registration have other rights and obligations as prescribed by law.
7. The rights of the owner of a business household and the household members participating in the business household registration in some special cases:
a) In case the owner of a business household is in temporary detention, serving an imprisonment sentence, or serving an administrative handling measure at a compulsory detoxification establishment or a compulsory education establishment, the owner of the business household shall authorize another person to exercise his/her rights and perform his/her obligations in the case of a business household established by an individual, or the remaining members shall authorize another member to be the owner of the business household in the case of a business household established by household members. The person authorized by the owner of the business household shall exercise the rights and perform the obligations of the owner of the business household within the scope of authorization as prescribed by the civil law;
b) In case the owner of a business household is an individual who is declared by a court to have his/her civil act capacity restricted or lost, or has difficulty in perception and behavior control, the rights and obligations of the owner of the business household shall be exercised and performed through a representative in the case of a business household established by an individual; the remaining members shall authorize another member to be the owner of the business household in the case of a business household established by household members; in the case of a business household with two members, the remaining member shall be the owner of the business household. The representative of the owner of the business household shall exercise the rights and perform the obligations of the owner of the business household within the scope of representation as prescribed by the civil law.
Article 85. Business Household Registration Certificate
1. A Business Household Registration Certificate is a paper document or an e-document issued by a communal-level Agency for Business Registration to a business household, recording the business household registration information registered by the business household founder or the business household. The Business Household Registration Certificate is also the Tax Registration Certificate of the business household.
2. A Business Household Registration Certificate shall be issued to a business household. A business household shall be issued a Business Household Registration Certificate when it fully meets the following conditions:
a) Its business lines are not prohibited business investment lines;
b) The name of the business household is set in accordance with Article 86 of this Decree;
c) It has a valid business household registration dossier;
d) It has fully paid the fee as prescribed by the law on fees and charges.
3. A Business Household Registration Certificate shall be issued on the basis of the information in the business household registration dossier, which is self-declared and self-certified by the business household founder or the business household.
4. A business household has the right to conduct business activities from the date it is issued a Business Household Registration Certificate, unless in cases of business in conditional business investment lines. In case a business household registers a business commencement date after the date it is issued a Business Household Registration Certificate, the business household has the right to conduct business activities from the registered date, unless in cases of business in conditional business investment lines. A Business Household Registration Certificate is not a business license.
5. In case a business household is issued a new Business Household Registration Certificate, the previous Business Household Registration Certificates shall no longer be valid.
6. In case, after the time limit prescribed in this Decree, the communal-level Agency for Business Registration does not issue a Business Household Registration Certificate or does not issue a notice requesting amendment and supplementation of the dossier, the business household founder or the business household has the right to file a complaint or denunciation in accordance with the law on complaints and denunciations.
Article 86. Naming of business households
1. A business household must have its own name. The name of a business household shall consist of two elements in the following order:
a) The phrase "Hộ kinh doanh" (Business household);
b) The proper name of the business household.
The proper name shall be written in letters of the Vietnamese alphabet, the letters F, J, Z, W, and may be accompanied by numerals and symbols.
2. It is prohibited to use words or symbols that violate the historical traditions, culture, ethics, and fine customs of the nation to set the proper name for a business household.
3. It is prohibited to use the phrases "công ty" (company), "tổng công ty" (corporation), "tập đoàn" (group), or "doanh nghiệp" (enterprise) to name a business household.
4. It is prohibited to use the trade name, trademark, or geographical indication of another organization, individual, or business household that has been protected to form the proper name of a business household, unless it is approved by the owner of that trade name, trademark, or geographical indication. The business household shall be held responsible before law if it names the business household in a way that infringes upon industrial property rights. The handling of a business household name that infringes upon industrial property rights shall be carried out in accordance with specialized law. A business household with an infringing name must register a change of its business household name within 15 days from the date the competent authority handling the violation requests it. In case the business household does not register a change of the name that infringes upon industrial property rights as requested, the communal-level Agency for Business Registration shall request the business household to report as prescribed in Clause 6, Article 22 of this Decree.
5. In addition to its Vietnamese name, a business household may register its name in a foreign language or an abbreviated name. The name of a business household in a foreign language is the name translated from the Vietnamese name into one of the foreign languages using the Latin alphabet. When translated into a foreign language, the proper name of the business household may be kept unchanged or translated into the corresponding meaning in the foreign language. The abbreviated name of a business household is abbreviated from its Vietnamese name or its name in a foreign language.
6. The Vietnamese name of a business household shall not be identical to the Vietnamese name of a business household that has been registered within the communal level, except for business households that have terminated their operation. An identical name is a Vietnamese name that is written exactly the same, regardless of capitalization.
7. The change of a business household's name shall not change the rights and obligations of the business household.
8. The communal-level Agency for Business Registration has the right to approve or reject the proposed registered name of a business household in accordance with law. The opinion of the communal-level Agency for Business Registration is the final decision on the name of the business household. In case of disagreement with the decision of the communal-level Agency for Business Registration, the business household founder or the business household may initiate a lawsuit in accordance with the law on administrative procedures.
Article 87. Head office and business locations of business households
1. The head office of a business household is the place where the business household carries out its business activities and is the contact address registered by the business household for state management agencies to contact, and is determined according to the administrative boundaries in the territory of Vietnam. A business household may conduct business activities outside its head office.
2. A business location of a business household is a place where the business household conducts specific business activities outside its head office. A business household may have multiple business locations nationwide. The business household must notify the Tax Administration Office and the market surveillance agency where the business location is located.
3. For a business household without a fixed business location, it shall choose an address to register as its head office and register that it does not conduct business activities at the head office. After establishment, if the business household has business activities at a fixed location, the business household must register its head office at the place where the fixed business activities are carried out.
Article 88. Principles applicable to business household registration
1. The business household founder or the business household shall self-declare the business household registration dossier and be held responsible before law for the legality, truthfulness, and accuracy of the information declared in the business household registration dossier and reports.
2. The business household founder or the business household may submit the business household registration dossier and receive the results at any communal-level Agency for Business Registration within the province or centrally-run city where the business household's head office is located. The settlement of the business household registration dossier shall be carried out by the communal-level Agency for Business Registration where the business household's head office is located.
3. The communal-level Agency for Business Registration shall be responsible for the validity of the business household registration dossier, but not for violations of law committed by the business household founder or the business household before and after the business household registration.
A valid business household registration dossier is a dossier that contains all the documents and the details of those documents are fully declared as prescribed in this Decree.
4. The communal-level Agency for Business Registration shall not settle disputes among household members who register a business household with each other or with other organizations or individuals, or between a business household and other organizations or individuals.
5. Communal-level Agencies for Business Registration and other agencies are strictly prohibited from causing difficulties for organizations and individuals when receiving dossiers and settling business household registration procedures.
Article 89. Business lines of business households
1. A business household has the right to freely conduct business in lines that are not prohibited by law. For conditional business investment lines, a business household may only conduct business when it fully meets the business investment conditions and must ensure that it maintains those conditions throughout its business operations.
2. When registering the establishment of a business household, registering a change in business lines, or requesting a conversion to a Business Household Registration Certificate, the business household founder or the business household shall write the business lines on the written request for business household registration and select a level-four economic sector in the Vietnam’s Standard Industrial Classification of Economic Activities to write the main business line. For business lines other than the main business line, the business household founder or the business household is not required to write them according to the level-four economic sector in the Vietnam’s Standard Industrial Classification of Economic Activities. For conditional business investment lines specified in other legal documents, the business lines shall be written according to the lines specified in those legal documents. The communal-level Agency for Business Registration shall provide guidance, cross-check, and record the business lines of the business household in the Database on business household registration.
3. The writing of the main business line of a business household shall be carried out as follows:
a) The specific details of the level-four economic sector shall be implemented according to the current Vietnam’s Standard Industrial Classification of Economic Activities;
b) For conditional business investment lines specified in other legal documents, the business lines shall be written according to the lines specified in those legal documents;
c) For business lines not yet specifically prescribed in the Vietnam’s Standard Industrial Classification of Economic Activities but prescribed in other legal documents, the business lines shall be written according to the lines specified in those legal documents;
d) For business lines not yet included in the Vietnam’s Standard Industrial Classification of Economic Activities and not yet prescribed in other legal documents, the communal-level Agency for Business Registration shall record these business lines in the Database on business household registration if they are not prohibited business investment lines, and at the same time notify the Ministry of Finance for research and supplementation when amending the Vietnam’s Standard Industrial Classification of Economic Activities;
dd) In case a business household wishes to write a business line in greater detail than a level-four economic sector, the business household shall select a level-four economic sector in the Vietnam’s Standard Industrial Classification of Economic Activities, then write the detailed business line of the business household under the level-four economic sector, provided that the detailed business line of the business household belongs to the selected level-four economic sector. In this case, the business line of the business household is the detailed business line the business household has written;
e) The writing of business lines as prescribed at Points b and c of this Clause shall be carried out in accordance with Point dd of this Clause, in which the detailed business line shall be written according to the business lines specified in specialized legal documents.
4. The state management of conditional business investment lines and the inspection of the observance of business investment conditions of business households fall under the competence of specialized agencies as prescribed by specialized law.
Article 90. Quantity of business household registration dossiers
1. The business household founder or the business household shall submit one dossier when carrying out business household registration procedures.
2. The communal-level Agency for Business Registration shall not request the business household founder or the business household to submit more dossiers or any papers other than those in a business household registration dossier as prescribed in this Decree.
Article 91. Business household identification number
1. The business household identification number is a sequence of numbers identified as the tax identification number transmitted from the Tax Registration Application System to the Information system on business household registration to be issued to a business household upon its registration. The business household identification number shall be recorded on the Business Household Registration Certificate.
2. The transmission and receipt of information on the business household identification number shall be carried out according to the following process:
a) When a business household registration dossier is eligible for the issuance of a Business Household Registration Certificate, the Information system on business household registration shall transmit the business household registration information to the Tax Registration Application System;
b) The Tax Registration Application System shall receive the business household registration information transmitted from the Information system on business household registration and automatically check the consistency of the information as prescribed by the law on tax registration.
In case the information is consistent as prescribed by the law on tax registration, the Tax Registration Application System shall transmit information on the business household identification number and the Tax Office directly managing the business household to the Information system on business household registration in case of establishment of a business household.
In case the information is not consistent as prescribed by the law on tax registration, the Tax Registration Application System shall automatically send a response on the inconsistent information and transmit it to the Information system on business household registration for the communal-level Agency for Business Registration to notify the business household;
c) Based on the information provided by the Tax Registration Application System, the communal-level Agency for Business Registration shall issue a Business Household Registration Certificate; and notify the Tax Office directly managing the business household in case of establishment of a business household.
3. State management agencies shall uniformly use the business household identification number to perform state management and exchange information about business households.
Article 92. Declaration of personal information in carrying out business household registration procedures
1. The owner of a business household is obliged to declare information on his/her full name, date of birth, personal identification number, and gender, and those of the household members registering the business household in the business household registration dossier accurately according to the information stored in the National Population Database and agrees to share personal information stored in the National Population Database with the communal-level Agency for Business Registration and state management agencies in charge of business registration to serve the state management of business household registration as prescribed. In case the declared personal information is inconsistent with the information stored in the National Population Database, the owner of the business household or the household members registering the business household are responsible for contacting the competent authority managing the National Population Database to correct the information before carrying out the business household registration procedures.
2. In case of submitting a business household registration dossier in paper form, the dossier submitter shall present his/her Citizen Identity Card or use an electronic identity card to carry out the business household registration procedures.
3. In case the connection between the Database on business household registration and the National Population Database is interrupted, the business household registration dossier that requires the declaration of personal information of the owner of the business household or household members must be enclosed with a copy of his/her valid Citizen Identity Card.
4. The personal information shared by the National Population Database with the Database on business household registration includes:
a) Full name;
b) Date of birth;
c) Personal identification number;
d) Gender;
dd) Ethnicity;
e) Nationality;
g) Place of permanent residence;
h) Current place of residence.
5. The communal-level Agency for Business Registration and state management agencies in charge of business registration have the right to exploit personal information in the National Population Database to settle business household registration procedures and must store and preserve information and data as prescribed by law, ensuring safety, security, and backup to ensure the completeness and integrity of dossiers, allowing access and use when necessary or for inspection, cross-checking, settlement of inquiries, complaints, and provision of information upon request from agencies and organizations as prescribed.
Article 93. Authorization for carrying out business household registration procedures
The owner of a business household may authorize another organization or individual to carry out business household registration procedures under the following regulations:
1. In case of authorizing an individual to carry out business household registration procedures, the business household registration dossier must be enclosed with a power of attorney for the individual to carry out procedures related to business household registration. This power of attorney is not required to be notarized or certified.
2. In case of authorizing an organization to carry out business household registration procedures, the business household registration dossier must be enclosed with a copy of the service provision contract with the organization providing the service of carrying out procedures related to business household registration, and a letter of introduction from that organization for the individual directly carrying out procedures related to business household registration.
3. In case of authorizing a public postal service provider to carry out business household registration procedures, when carrying out the procedures, the postal employee must submit a copy of the dossier submission form issued by the public postal service provider, bearing the signatures of the postal employee and the owner of the business household.
4. In case of authorizing a non-public postal service provider to carry out business household registration procedures, the authorization shall be carried out as prescribed in Clause 2 of this Article.
5. The authorizer and the authorized person carrying out business household registration procedures shall be held responsible before law for the legality, truthfulness, and accuracy of the authorization. The authorizer and the authorized person must perform electronic authentication to be granted business household registration. In case the electronic authentication is interrupted, the authorizer shall perform electronic authentication after being granted business household registration. In case the authorizer does not confirm or confirms not to authorize the carrying out of business household registration procedures, the communal-level Agency for Business Registration shall request the business household to report as prescribed in Clause 6, Article 22 of this Decree.
In case of not having an electronic identity account to perform electronic authentication, the business household registration dossier must be enclosed with a copy of the valid Citizen Identity Card of the authorizer.
Article 94. Modes of business household registration
The owner of a business household or an authorized person shall register the business household with the communal-level Agency for Business Registration in one of the following modes:
1. Direct registration at the communal-level Agency for Business Registration.
2. Registration via postal services.
3. Registration via the electronic information network.
Article 95. Receipt and processing of business household registration dossiers on the Information system on business household registration by direct submission and via postal services
1. The communal-level Agency for Business Registration shall receive a business household registration dossier into the Information system on business household registration when the dossier meets the following conditions:
a) It contains all the documents as prescribed in this Decree;
b) The information of the business household has been fully declared in the documents in the business household registration dossier;
c) The phone number of the person submitting the business household registration dossier is provided;
d) The prescribed fees have been fully paid as prescribed by the law on fees and charges.
2. The communal-level Agency for Business Registration shall enter all information in the business household registration dossier fully and accurately, digitize, and name the e-documents corresponding to the names of the types of paper documents in the paper business household registration dossier and attach them to the Information system on business household registration.
3. The business household registration information on the Information system on business household registration shall be transmitted to the Tax Registration Application System for coordination and information exchange between the communal-level Agency for Business Registration and the Tax Office.
4. The time limit for a business household to amend and supplement its business household registration dossier is 60 days from the date the communal-level Agency for Business Registration issues a notice requesting amendment and supplementation of the dossier. After this time limit, if the business household does not submit an amended or supplemented dossier, the business household registration dossier shall no longer be valid. The communal-level Agency for Business Registration shall cancel the business household registration dossier according to the process on the Information system on business household registration.
5. A business household may stop carrying out business household registration procedures when the business household registration dossier has not yet been approved on the Information system on business household registration. In this case, the owner of the business household shall send a written request to stop carrying out business household registration procedures to the communal-level Agency for Business Registration where the dossier was submitted. The communal-level Agency for Business Registration shall consider and issue a notice on stopping the business household registration procedures and cancel the business household registration dossier according to the process on the Information system on business household registration within 03 working days from the date of receipt of the written request. In case of refusal to stop the business household registration procedures, the communal-level Agency for Business Registration shall issue a written notice clearly stating the reason for refusal.
Article 96. Grant of business household registration according to standby procedures
1. Grant of business household registration according to standby procedures means the grant of business household registration not through the Information system on business household registration. The grant of business household registration according to standby procedures shall be applied in the following cases:
a) The Information system on business household registration is under construction or upgrade;
b) The Information system on business household registration encounters a technical incident;
c) Other force majeure events.
2. Based on the plan for construction and upgrade of the Information system on business household registration as prescribed at Point a, Clause 1 of this Article, and the expected time for remedying incidents as prescribed at Points b and c, Clause 1 of this Article, the Ministry of Finance shall notify the communal-level Agency for Business Registration in advance to carry out the grant of business household registration according to standby procedures.
3. The coordination in settling procedures for granting business household registration according to standby procedures between the communal-level Agency for Business Registration and the Tax Office shall be carried out according to the process of circulating dossiers in paper form.
4. Within 30 days from the date of receipt of the notice from the Ministry of Finance on the completion of the construction, upgrade, or remedy of the incident of the Information system on business household registration, the communal-level Agency for Business Registration must update and supplement the data and information granted to the business household according to the standby procedures into the Information system on business household registration.
Article 97. Payment of business registration fees
1. The person submitting the business household registration dossier shall pay the fee at the time of submitting the dossier. The fee may be paid directly at the dossier receiving section of the business household registration or transferred to the account of the communal-level Agency for Business Registration or by using the online payment service on the national public service portal. The fee shall not be refunded to the business household in case the business household is not granted business household registration.
2. The business registration fee does not include the fee for using the electronic payment service.
3. The settlement of transaction errors arising during the use of the online payment service on the National Public Service Portal shall be carried out in accordance with the law on the settlement of administrative procedures via the electronic information network and the regulations on the management, operation, and exploitation of the national public service portal.
4. The communal-level Agency for Business Registration is responsible for coordinating with the intermediary payment organization or commercial bank in cross-checking payment data through the online payment system of the National Public Service Portal.
Article 98. Legal status of business households
The legal statuses of business households in the Database on business household registration include:
1. "In operation" is the legal status of a business household that has been granted a Business Household Registration Certificate and does not fall into the legal statuses prescribed in Clauses 2, 3, 4, 5, and 6 of this Article.
2. "Business operations suspended" is the legal status of a business household during the period of suspension of business operations as prescribed in this Decree.
3. "Revoked due to tax administration enforcement" is the legal status of a business household for which the communal-level Agency for Business Registration has issued a decision to revoke the Business Household Registration Certificate at the request of the Tax Administration Office to implement coercive measures to enforce administrative decisions on tax administration.
4. "Not operating at the registered address" is the legal status of a business household for which the Tax Office has made a verification record of its non-operation at the registered address. Information on a business household no longer operating at the registered address shall be provided by the Tax Office to the communal-level Agency for Business Registration. The change of legal status and the termination of this legal status shall be decided by the Tax Office, unless the business household is in the legal status prescribed in Clauses 2, 3, 5, and 6 of this Article. The Tax Office is responsible for sending information on the legal status "Not operating at the registered address" of the business household to the communal-level Agency for Business Registration. The communal-level Agency for Business Registration shall record and update the legal status provided by the Tax Office into the Database on business household registration.
5. "Undergoing termination of operation procedures" is the legal status of a business household for which the communal-level Agency for Business Registration has issued a notice that it is undergoing termination of operation procedures.
6. "Operation terminated" is the legal status of a business household for which the communal-level Agency for Business Registration has issued a notice of termination of operation of the business household.
Article 99. Dossiers, order, and procedures for registration of establishment of business households
1. The owner of a business household or an authorized person shall carry out the procedures for registration of establishment of a business household by sending a dossier to the communal-level Agency for Business Registration where the business household registers its head office.
2. The dossier for registration of a business household shall include:
a) A written request for business household registration;
b) A copy of the power of attorney of the household members for one member to act as the owner of the business household in case the business household is established by household members. This power of attorney must be notarized or certified as prescribed by law.
3. After receiving the business household registration dossier, the communal-level Agency for Business Registration shall issue a receipt and an appointment for returning the results, and check the conditions for granting a Business Household Registration Certificate as prescribed in Clause 2, Article 85 of this Decree. In case the dossier is eligible for granting, the communal-level Agency for Business Registration shall issue a Business Household Registration Certificate and send a notice to the Tax Office directly managing the business household for the business household within 03 working days from the date of receipt of the dossier. In case the dossier is not eligible for granting, the communal-level Agency for Business Registration shall notify in writing the dossier submitter within 03 working days from the date of receipt of the dossier. The notice must clearly state the reason and the requirements for amendment and supplementation of the dossier.
Article 100. Dossiers, order, and procedures for registration of changes in business household registration details
1. The owner of a business household is responsible for registering changes in the business household registration details with the communal-level Agency for Business Registration within 10 days from the date of a change in one of the following details:
a) Name of the business household;
b) Head office address;
c) Owner of the business household;
d) Household members registering the business household;
dd) Business capital;
e) Business lines;
g) Tax registration details of the business household, except for the tax calculation method.
2. When changing the business household registration details prescribed at Points a, b, dd, e, and g, Clause 1 of this Article, the business household shall send a dossier for registration of change to the communal-level Agency for Business Registration. The dossier shall include a written request for registration of change in business household registration details signed by the owner of the business household.
In case the change of head office address leads to a change in the Tax Office directly managing the business household, the business household must carry out procedures with the Tax Office related to the relocation as prescribed by the tax law before registering the change of head office address with the communal-level Agency for Business Registration.
3. In case of changing the owner of a business household because the household members registering the business household authorize one of the remaining members to be the owner of the business household, the business household shall send a dossier for registration of change in business household registration details to the communal-level Agency for Business Registration. The dossier shall include the following documents:
a) A written request for registration of change in business household registration details;
b) A copy of the power of attorney of the household members for one member to be the owner of the business household. This power of attorney must be notarized or certified as prescribed by law.
4. In case a business household established by household members changes its owner because the owner dies or is declared by a court to be dead, missing, to have his/her civil act capacity restricted or lost, or to have difficulty in perception and behavior control, the dossier for registration of change of the owner of the business household shall include the documents prescribed in Clause 3 of this Article, enclosed with a copy of the death certificate or the court's decision declaring the person dead, missing, to have his/her civil act capacity restricted or lost, or to have difficulty in perception and behavior control.
5. In case a business household has two members and the member who is the owner of the business household dies or is declared by a court to be dead, missing, to have his/her civil act capacity restricted or lost, or to have difficulty in perception and behavior control, the remaining member shall be the owner of the business household. The dossier for registration of change of the owner of the business household in this case shall include a written request for registration of change in business household registration details and a copy of the death certificate or the court's decision declaring the person dead, missing, to have his/her civil act capacity restricted or lost, or to have difficulty in perception and behavior control.
6. In case of changing the household members registering the business household, the business household shall send a dossier for registration of change to the communal-level Agency for Business Registration. The dossier shall include the following documents:
a) A written request for registration of change in business household registration details;
b) A copy of the power of attorney of the new member for the owner of the business household in case of admission of a new member. This power of attorney must be notarized or certified as prescribed by law.
7. After receiving the registration of change dossier, the communal-level Agency for Business Registration shall issue a receipt and an appointment for returning the results to the dossier submitter. Within 03 working days from the date of receipt of the dossier, the communal-level Agency for Business Registration shall consider the validity of the dossier and update the changed information of the business household in the Database on business household registration; in case the dossier is not yet valid, the communal-level Agency for Business Registration shall notify in writing the details that need to be amended or supplemented to the business household. In case of changing the details prescribed at Points a, b, c, d, dd, and e, Clause 1 of this Article, the communal-level Agency for Business Registration shall issue a Business Household Registration Certificate to the business household.
Article 101. Registration of updating and supplementing information in business household registration dossiers
1. When registering a change in business household registration details, the business household must supplement the missing information on the contact phone number in the registration dossier. In case the business household does not supplement the information on the contact phone number, the dossier for registration of change in business household registration details shall be considered invalid.
2. In case a business household updates or supplements information in the business household registration dossier that does not fall into the cases prescribed in Article 100 of this Decree, the business household shall send a written request for registration of change in business household registration details to the communal-level Agency for Business Registration. Within 01 working day from the date of receipt of the dossier, the communal-level Agency for Business Registration shall consider the validity of the dossier and update the information in the Database on business household registration; in case the dossier is not yet valid, the communal-level Agency for Business Registration must notify in writing the details that need to be amended or supplemented to the business household. In case the business household updates or supplements information on the Business Household Registration Certificate, the communal-level Agency for Business Registration shall issue a Business Household Registration Certificate to the business household.
3. In case a change in administrative boundaries leads to a change in the head office address of a business household, the business household may continue to operate under the issued Business Household Registration Certificate without being required to carry out procedures for registering a change of head office address. When there is a need or when registering a change in business household registration details, the business household shall send a written request for registration of change in business household registration details to the communal-level Agency for Business Registration to have the information on the head office address updated and to be issued a Business Household Registration Certificate.
Article 102. Cases where the communal-level Agency for Business Registration refuses to grant business household registration
1. The communal-level Agency for Business Registration shall refuse to grant business household registration in one of the following cases:
a) The business household has been issued a notice by the communal-level Agency for Business Registration regarding its violation falling into a case of revocation of the Business Household Registration Certificate or has been issued a decision to revoke the Business Household Registration Certificate;
b) The business household is in the legal status of "Not operating at the registered address".
2. The communal-level Agency for Business Registration shall continue to process business household registration procedures for the business household falling into the cases prescribed in Clause 1 of this Article when:
a) The business household has taken remedial measures for the violations as requested in the notice of violation falling into a case of revocation of the Business Household Registration Certificate and has been approved by the communal-level Agency for Business Registration or has had its legal status restored after a decision to revoke the Business Household Registration Certificate was issued;
b) The business household must register a change in business household registration details to serve the termination of the business household's operation as prescribed. In this case, the registration of change dossier must be enclosed with a written explanation from the business household on the reason for the registration of change and must be approved by the communal-level Agency for Business Registration;
c) The business household is no longer in the legal status of "Not operating at the registered address".
3. In case a Court; a judgment enforcement agency; an investigation agency, the Head or Deputy Head of an investigation agency, or an investigator as prescribed by the Criminal Procedure Code requests in writing that a business household is not allowed to carry out one or more business household registration procedures, the business household shall not be allowed to carry out that procedure until there is a written approval from the above-mentioned organizations and individuals allowing the continued implementation of the business household registration procedure.
Article 103. Dossiers, order, and procedures for registration of business suspension and resumption of business ahead of the registered schedule of business households
1. In case a business household suspends business for 15 days or more or resumes business ahead of the registered schedule, the business household shall send a registration dossier to the communal-level Agency for Business Registration at least 03 working days before the date of suspension or resumption. The registration dossier shall include a written request for registration of business suspension or resumption of business ahead of the registered schedule. In case a business household wishes to continue its business suspension after the registered period has expired, it must send a written request to the communal-level Agency for Business Registration at least 03 working days before the date of continued suspension. The suspension period for each registration shall not exceed one year.
2. After receiving the registration dossier, the communal-level Agency for Business Registration shall issue a receipt and an appointment for returning the results to the business household. Within 01 working day from the date of receipt of a valid dossier, the communal-level Agency for Business Registration shall issue a certificate of registration of business suspension or a certificate of registration of resumption of business ahead of the registered schedule to the business household.
3. In case a business household registers a business suspension, the communal-level Agency for Business Registration shall update the legal status of the business household in the Database on business household registration to "business operations suspended".
4. In case the communal-level Agency for Business Registration receives a written document from a competent state agency regarding a business household conducting conditional business investment lines without meeting the conditions as prescribed by law, the communal-level Agency for Business Registration shall issue a notice requesting the business household to suspend business in the conditional business investment lines. In case the business household does not suspend business in the conditional business investment lines as requested, the communal-level Agency for Business Registration shall request the business household to report as prescribed in Clause 6, Article 22 of this Decree.
Article 104. Dossiers, order, and procedures for registration of termination of operation of business households
1. Dossiers, order, and procedures for registration of termination of operation of business households
a) A business household is responsible for fully paying all debts, including tax debts and other financial obligations, before submitting a dossier for registration of termination of operation, unless the business household and the creditor have another agreement;
b) Within 05 working days from the date of full payment of the business household's debts, the business household shall send a dossier for registration of termination of operation to the communal-level Agency for Business Registration. The dossier for registration of termination of operation of a business household shall include a notice of termination of operation of the business household;
c) After receiving the dossier for registration of termination of operation of a business household, the communal-level Agency for Business Registration shall send information on the business household's registration of termination of operation to the Tax Office. Within 02 working days from the date of receipt of the information, the Tax Office shall send its opinion on the fulfillment of tax payment obligations of the business household to the communal-level Agency for Business Registration. Within 05 working days from the date of receipt of the dossier for registration of termination of operation of a business household, the communal-level Agency for Business Registration shall change the legal status of the business household in the Database on business household registration to "operation terminated" if it does not receive any opinion from the Tax Office or receives an opinion from the Tax Office confirming that the business household has fulfilled its tax obligations, and at the same time publish a notice of the termination of operation of the business household on the National Business Registration Information Portal. In case the Tax Office objects because the business household has not yet fulfilled its tax obligations as prescribed, the communal-level Agency for Business Registration shall issue a notice to the business household.
2. After 180 days from the date the communal-level Agency for Business Registration notifies that the business household is undergoing termination of operation procedures on the National Business Registration Information Portal as prescribed in Clause 8, Article 107 of this Decree without receiving the dossier for registration of termination of operation of the business household and any written objection from the Tax Administration Office or other relevant organizations, individuals, and parties, the communal-level Agency for Business Registration shall terminate the operation of the business household in the Database on business household registration, and at the same time issue a notice of the termination of operation of the business household. Information on the termination of operation of the business household shall be transmitted from the Information system on business household registration to the Tax Registration Application System for updating.
3. The owner of a business household shall be held responsible before law for the truthfulness and accuracy of the dossier for registration of termination of operation of the business household and the consequences arising from the untruthful or inaccurate dossier for registration of termination of operation of the business household.
4. In case a business household is established by an individual and that individual dies or is declared by a court to be dead, the business household shall terminate its operation. The heir or the property manager of the owner of the business household as prescribed by law shall submit a dossier for registration of termination of operation of the business household to the communal-level Agency for Business Registration. The dossier shall include a notice of termination of operation of the business household enclosed with a copy of the death certificate or a copy of the court's decision declaring the owner of the business household dead. The communal-level Agency for Business Registration shall consider the validity of the dossier and terminate the operation of the business household in the Database on business household registration within 03 working days from the date of receipt of a valid dossier. Information on the termination of operation of the business household shall be transmitted from the Information system on business household registration to the Tax Registration Application System for updating. The settlement of debts, including tax debts and other financial obligations of the business household, shall be carried out in accordance with this Decree, the civil law, and relevant law regulations.
Article 105. Cases of revocation of Business Household Registration Certificates
The communal-level Agency for Business Registration shall decide to revoke a Business Household Registration Certificate in the following cases:
1. The information declared in the dossier for registration of establishment of a business household is forged;
2. The business household is established by persons who are not entitled to establish a business household;
3. The business household fails to send a report as prescribed in Clause 6, Article 22 of this Decree to the communal-level Agency for Business Registration within 30 days from the end of the reporting period;
4. It has ceased business operations at the registered address for over 06 months without notifying the communal-level Agency for Business Registration or the Tax Office directly managing it;
5. At the request of a Court;
6. At the request of a competent authority as prescribed by law.
Article 106. Determination of forged information declared in business household registration dossiers
1. In case there are grounds to determine that the information declared in a business household registration dossier is forged, the relevant organization, individual, business household, or household member has the right to request the communal-level Agency for Business Registration to revoke it as prescribed. The requesting organization, individual, business household, or household member is responsible for providing the communal-level Agency for Business Registration with one of the documents prescribed in Clause 2 of this Article.
2. Documents determining that the information declared in a business household registration dossier is forged include:
a) A copy of a written reply from a competent state agency on the forgery of a document issued by that agency;
b) A copy of a written reply from a public security agency on the forgery of the information declared in the business household registration dossier.
3. In case it is necessary to determine that the information declared in a business household registration dossier is forged, the communal-level Agency for Business Registration shall send a written request together with the business household registration dossier to the agency prescribed in Clause 2 of this Article in accordance with the law on judicial expertise. The agencies are responsible for providing a written reply on the determination results at the request of the communal-level Agency for Business Registration within 30 days from the date of receipt of the written request.
Article 107. Order and procedures for revocation of Business Household Registration Certificates
1. In case the information declared in a business household registration dossier is forged
a) In case the information declared in the dossier for registration of establishment of a business household is forged, the communal-level Agency for Business Registration shall issue a notice of the violation and a decision to revoke the Business Household Registration Certificate within 03 working days from the date of receipt of the documents prescribed in Clause 2, Article 106 of this Decree.
b) In case the dossier for registration of change in business household registration details is forged, the communal-level Agency for Business Registration shall issue a notice of the business household's violation and a decision to revoke the Business Household Registration Certificates of the registrations of change issued on the basis of the forged information in the registration of change dossier within 03 working days from the date of receipt of the documents prescribed in Clause 2, Article 106 of this Decree. The communal-level Agency for Business Registration shall publish the notice of the business household's violation on the National Business Registration Information Portal, notify the Tax Administration Office and competent state agencies of the business household's violation for coordination in management and handling as prescribed by law, and at the same time issue a Business Household Registration Certificate on the basis of the valid dossier immediately preceding it.
The business household may re-submit a dossier to be considered for the issuance of a Business Household Registration Certificate. The business household may combine lawful changes from subsequent registrations of change into one dossier to be granted a new registration of change.
c) In case the handling of forged information involves multiple communal-level Agencies for Business Registration, the communal-level Agency for Business Registration where the business household's head office is currently located shall handle the approved change based on the forged information according to its competence, and at the same time, notify the handling results to the relevant Tax Office for updating and tax management monitoring. The communal-level Agency for Business Registration where the business household has relocated to shall transfer the business household's information, handling results, and relevant documents to the communal-level Agency for Business Registration where the business household relocated from for further handling as prescribed.
2. In case a business household is established by persons who are not entitled to establish a business household:
a) If the business household is established by an individual who is not entitled to establish a business household as prescribed in Clause 2, Article 82 of this Decree, the communal-level Agency for Business Registration shall issue a notice of the violation and a decision to revoke the Business Household Registration Certificate;
b) If the business household is established by household members and has a member who is not entitled to establish a business household as prescribed in Clause 2, Article 82 of this Decree, the communal-level Agency for Business Registration shall issue a notice requesting the business household to register a change of that individual within 15 days from the date of the notice. If, after that period, the business household does not register the change, the communal-level Agency for Business Registration shall issue a notice of the violation and a decision to revoke the Business Household Registration Certificate.
3. In case a business household fails to send a report as prescribed in Clause 6, Article 22 of this Decree, within 03 working days from the end of the period prescribed in Clause 3, Article 105 of this Decree, the communal-level Agency for Business Registration shall issue a written notice of the violation and request the owner of the business household to come to the communal-level Agency for Business Registration to provide an explanation. If, at the end of the explanation period stated in the notice, the requested person does not come or the explanation is not accepted, the communal-level Agency for Business Registration shall issue a decision to revoke the Business Household Registration Certificate within 03 working days from the end of the explanation period.
4. In case a business household ceases business operations at the registered address for over 06 months without notifying the communal-level Agency for Business Registration or the Tax Office directly managing it, the communal-level Agency for Business Registration shall issue a written notice of the violation and request the owner of the business household to come to the communal-level Agency for Business Registration to provide an explanation. If, at the end of the explanation period stated in the notice, the requested person does not come or the explanation is not accepted, the communal-level Agency for Business Registration shall issue a decision to revoke the Business Household Registration Certificate within 03 working days from the end of the explanation period. The communal-level Agency for Business Registration is responsible for coordinating with relevant state management agencies in considering the explanation of the business household's violation.
In case it is necessary to clearly determine the violation of the business household falling into a case of revocation under this Clause, the communal-level Agency for Business Registration shall perform the tasks and powers prescribed in Article 22 of this Decree.
5. In case a Court requests the communal-level Agency for Business Registration to revoke a Business Household Registration Certificate, the communal-level Agency for Business Registration shall issue a decision to revoke the Business Household Registration Certificate on the basis of the Court's request within 03 working days from the date of receipt of the request.
6. In case the communal-level Agency for Business Registration receives a written request for revocation of a Business Household Registration Certificate from a competent state agency as prescribed by law, within 10 days from the date of receipt of the written request for revocation, the communal-level Agency for Business Registration shall revoke the Business Household Registration Certificate according to the order and procedures prescribed at Point a, Clause 1 of this Article.
7. Within 01 working day from the date the communal-level Agency for Business Registration issues a notice of violation or a decision to revoke a Business Household Registration Certificate, the communal-level Agency for Business Registration shall send the notice of violation or the decision to revoke the Business Household Registration Certificate to the business household's head office, and at the same time send it to the Tax Office for updating and coordination in management.
8. The communal-level Agency for Business Registration shall issue a decision to revoke a Business Household Registration Certificate and at the same time issue a notice that the business household is undergoing termination of operation procedures, and update the legal status of the business household to "undergoing termination of operation procedures", unless the business household has its Business Household Registration Certificate revoked to enforce tax debt collection at the request of the Tax Administration Office. The communal-level Agency for Business Registration shall publish the notice of violation, the decision to revoke the Business Household Registration Certificate, and the notice that the business household is undergoing termination of operation procedures on the National Business Registration Information Portal.
9. After the communal-level Agency for Business Registration issues a decision to revoke a Business Household Registration Certificate, the business household shall not be allowed to continue its business operations. The business household must carry out procedures for terminating its operation as prescribed in Article 104 of this Decree.
Article 108. Restoration of Business Household Registration Certificates after a revocation decision has been issued
1. The communal-level Agency for Business Registration shall issue a decision to cancel the decision to revoke the Business Household Registration Certificate and at the same time restore the Business Household Registration Certificate on the Information system on business household registration in the following cases:
a) The communal-level Agency for Business Registration determines that the business household is not subject to revocation of the Business Household Registration Certificate;
b) The communal-level Agency for Business Registration receives a written request from the Tax Administration Office to restore the Business Household Registration Certificate after the business household has had its Business Household Registration Certificate revoked due to tax debt enforcement in case the business household has not yet been changed to the legal status of "operation terminated" in the Database on business household registration.
2. The communal-level Agency for Business Registration shall issue a decision to cancel the revocation decision and restore the Business Household Registration Certificate for the business household within 03 working days from the date of determining that the business household is not subject to revocation of the Business Household Registration Certificate or receiving the written request from the Tax Administration Office.
3. Within 01 working day from the date of issuing the decision to cancel the decision to revoke the Business Household Registration Certificate, the communal-level Agency for Business Registration shall send the decision to the business household's head office, and at the same time send a notice of the cancellation of the decision to revoke the Business Household Registration Certificate and the restoration of the legal status of the business household to the Tax Administration Office, and publish the notice and decision on the National Business Registration Information Portal.
Article 109. Handling of cases of failure to comply with regulations on dossiers, order, and procedures or where information in dossiers is untruthful or inaccurate
1. In case the communal-level Agency for Business Registration processes a business household registration dossier or issues a notice or decision that does not comply with the regulations on dossiers, order, and procedures in this Decree, the communal-level Agency for Business Registration shall notify the business household and re-perform it in accordance with the regulations on dossiers, order, and procedures in this Decree.
2. The handling of a business household registration dossier with untruthful or inaccurate information shall be carried out as follows:
a) In case the information declared in the dossier for registration of establishment of a business household is untruthful or inaccurate, the communal-level Agency for Business Registration shall notify the Tax Administration Office and competent state agencies for coordination in management and handling as prescribed by law, and at the same time notify that the Business Household Registration Certificate issued on the basis of the registration dossier with untruthful or inaccurate information is invalid. The communal-level Agency for Business Registration shall publish the notice that the Business Household Registration Certificate is invalid on the National Business Registration Information Portal.
The communal-level Agency for Business Registration shall request the business household to submit a new dossier to replace the dossier for registration of establishment with untruthful or inaccurate information as prescribed within 30 days from the date of the notice to be considered for the issuance of a Business Household Registration Certificate. The business household may combine lawful changes from subsequent registrations of change into one dossier to be granted a new registration of change. In case the business household does not submit the dossier, the communal-level Agency for Business Registration shall request the business household to report as prescribed in Clause 6, Article 22 of this Decree;
b) In case the information declared in the dossier for registration of change in business household registration details is untruthful or inaccurate, the communal-level Agency for Business Registration shall notify the Tax Administration Office and competent state agencies for coordination in management and handling as prescribed by law, and at the same time notify that the Business Household Registration Certificate issued on the basis of the registration dossier with untruthful or inaccurate information is invalid and issue a Business Household Registration Certificate on the basis of the valid dossier immediately preceding the dossier with untruthful or inaccurate information. The communal-level Agency for Business Registration shall publish the notice that the Business Household Registration Certificate is invalid on the National Business Registration Information Portal.
The business household may submit a new dossier to be considered for the issuance of a Business Household Registration Certificate. The business household may combine lawful changes from subsequent registrations of change immediately following the dossier with untruthful or inaccurate information into one dossier to be granted a new registration of change;
c) In case the handling of untruthful or inaccurate information involves multiple communal-level Agencies for Business Registration, the communal-level Agency for Business Registration where the business household's head office is currently located shall handle the approved change based on the untruthful or inaccurate information according to its competence, and at the same time, notify the handling results to the relevant Tax Office for updating and tax management monitoring. The communal-level Agency for Business Registration where the business household has relocated to shall transfer the business household's information, handling results, and relevant documents to the communal-level Agency for Business Registration where the business household relocated from for further handling as prescribed.
Article 110. Re-issuance of Business Household Registration Certificates
In case a business household has been issued a paper copy of a Business Household Registration Certificate and wishes to have it re-issued due to loss, fire, tearing, damage, or destruction in another form, the business household shall send a written request for re-issuance to the communal-level Agency for Business Registration. The communal-level Agency for Business Registration shall consider re-issuing the Business Household Registration Certificate within 01 working day from the date of receipt of the written request. When a Business Household Registration Certificate is re-issued, the business household must pay a fee as prescribed by law.
Article 111. Registration of business households via the electronic information network
1. Registration of a business household via the electronic information network means that the owner of the business household or an authorized person uses an electronic identity account to carry out the registration of the business household on the Information system on business household registration.
2. The communal-level Agency for Business Registration shall create favorable conditions for organizations and individuals to learn about information and carry out business household registration via the electronic information network.
Article 112. Dossiers for registration of business households via the electronic information network
1. A dossier for registration of a business household via the electronic information network shall include the documents as prescribed in this Decree and shall be presented in the form of e-documents. A dossier for registration of a business household via the electronic information network is as legally valid as a business household registration dossier in paper form.
2. A dossier for registration of a business household via the electronic information network must meet the following requirements:
a) It must contain all the documents and the details of those documents must be fully declared as prescribed for a paper dossier and must be presented in the form of e-documents. The name of an e-document must correspond to the name of the type of paper document in the business household registration dossier;
b) The business household registration information declared on the Information system on business household registration must be entered fully and accurately according to the information in the business household registration dossier;
c) It must contain information on the phone number and email address of the dossier submitter declared on the National Business Registration Information Portal;
d) It must be digitally signed by the owner of the business household or the person authorized by the owner of the business household to carry out the business household registration procedures. In case of authorization to carry out business household registration procedures, the dossier for registration of a business household via the electronic information network must be enclosed with the documents prescribed in Article 93 of this Decree, which are presented in the form of e-documents as prescribed in Clause 9, Article 3 of this Decree.
3. The time limit for a business household to amend and supplement its dossier for registration of a business household via the electronic information network is 60 days from the date the communal-level Agency for Business Registration issues a notice requesting amendment and supplementation of the dossier. After this time limit, if the business household does not submit an amended or supplemented dossier, the business household registration dossier shall no longer be valid. The communal-level Agency for Business Registration shall cancel the business household registration dossier according to the process on the Information system on business household registration.
Article 113. Order and procedures for registration of business households via the electronic information network
1. The dossier submitter shall use an electronic identity account to log in to the Information system on business household registration.
2. The dossier submitter shall declare information, upload e-documents, digitally sign the business household registration dossier via the electronic information network, and pay the fee according to the process on the Information system on business household registration.
3. After completing the submission of the business household registration dossier, the dossier submitter will receive a receipt and an appointment for returning the results of the business household registration dossier via the electronic information network.
4. The business household registration information on the Information system on business household registration shall be transmitted to the Tax Registration Application System for coordination and information exchange between the communal-level Agency for Business Registration and the Tax Office.
5. In case the dossier is eligible for granting business household registration, the communal-level Agency for Business Registration shall grant business household registration and notify the business household thereof. In case the dossier is not yet eligible for granting business household registration, the communal-level Agency for Business Registration shall send a notice via the electronic information network to the business household to request amendment and supplementation of the dossier.
6. A business household carrying out business household registration procedures via the electronic information network may stop carrying out the procedures as prescribed in Clause 5, Article 95 of this Decree.
Article 114. Standardization of business household registration data
1. Data standardization means the implementation of the steps of reviewing, checking, cross-checking, and supplementing, and correcting business household registration information in the Database on business household registration.
2. Based on the business household registration data that has been converted and stored in the Database on business household registration, the communal-level Agency for Business Registration shall send a notice on the review of business household registration information to the business household, requesting the business household to cross-check the information. In case the business household registration information in the notice is incomplete or inaccurate compared to the paper copy of the Business Household Registration Certificate, the business household shall send a written request for registration of change in business household registration details to the communal-level Agency for Business Registration within 90 days from the date the communal-level Agency for Business Registration issues the notice. The supplementation and correction of information shall be carried out in accordance with Clause 3, Article 115 of this Decree.
Article 115. Supplementation and correction of business household registration information
1. In case a business household discovers that the details on its Business Household Registration Certificate are inaccurate compared to the details of its business household registration dossier, the business household shall send a written request for registration of change in business household registration details to the communal-level Agency for Business Registration. The communal-level Agency for Business Registration shall issue a Business Household Registration Certificate within 03 working days from the date of receipt of the business household's written request if the information stated in the business household's written request is accurate.
2. In case the communal-level Agency for Business Registration discovers that the details on a Business Household Registration Certificate are inaccurate compared to the details of the business household registration dossier, the communal-level Agency for Business Registration shall send a notice on the correction of the details on the Business Household Registration Certificate to the business household and issue a Business Household Registration Certificate to the business household within 03 working days from the date of sending the notice.
3. In case a business household discovers that the business household registration information in the Database on business household registration is incomplete or inaccurate compared to the paper copy of the business household registration certificate or the tax registration certificate, the business household shall send a written request for registration of change in business household registration details to the communal-level Agency for Business Registration. The request must be enclosed with a copy of the Business Household Registration Certificate and the Tax Registration Certificate. Within 03 working days from the date of receipt of the business household's dossier, the communal-level Agency for Business Registration is responsible for supplementing and correcting the business household registration information in the Database on business household registration if the information stated in the business household's written request is accurate.
4. In case the communal-level Agency for Business Registration discovers that the business household registration information in the Database on business household registration is incomplete or inaccurate compared to the paper copy of the business household registration certificate or the tax registration certificate, within 03 working days from the discovery, the communal-level Agency for Business Registration shall supplement and correct the business household registration information in the Database on business household registration.
Article 116. Provision of business household registration information
Organizations and individuals may look up business household registration information free of charge on the National Business Registration Information Portal at www.dangkykinhdoanh.gov.vn, including: name of the business household; business household identification number; head office address; business lines; full name of the owner of the business household.
Chapter IX
IMPLEMENTATION PROVISIONS
Article 117. Handling of dossiers received before the effective date of this Decree
In case an enterprise registration dossier or a business household registration dossier has been received and has not yet been approved by the Agency for Business Registration before the effective date of this Decree, the settlement of the enterprise registration or business household registration procedures shall be carried out in accordance with this Decree.
Article 118. Transitional provisions for enterprises operating under Business Registration Certificates or Business Registration and Tax Registration Certificates
An enterprise that has been issued a Business Registration Certificate or a Business Registration and Tax Registration Certificate may continue to operate under the details of those certificates and is not required to carry out procedures for conversion to an Enterprise Registration Certificate. An enterprise shall be converted to an Enterprise Registration Certificate as prescribed in this Decree in the following cases:
1. In case an enterprise carries out procedures for registering a change or notifying a change in enterprise registration details, the enterprise shall submit a dossier to the provincial-level Agency for Business Registration where its head office is located. The dossier shall include the corresponding documents as prescribed in this Decree. For an enterprise that has been issued a Business Registration Certificate, the dossier must be enclosed with a copy of the Tax Registration Certificate. The provincial-level Agency for Business Registration shall receive, consider the validity of the dossier, and issue an Enterprise Registration Certificate or a Certificate of Change in Enterprise Registration Details as prescribed in this Decree.
2. In case an enterprise carries out procedures for notifying a business suspension, resumption of business ahead of the notified schedule; registering the operation of a branch, representative office, or notifying the establishment of a business location; registering a change in operation registration details, notifying a business suspension, activity suspension, resumption of business, or resumption of activity ahead of the notified schedule, or registering the termination of operation of a branch, representative office, or business location in the same province or centrally-run city where the enterprise's head office is located, the enterprise shall submit a dossier to the provincial-level Agency for Business Registration where its head office is located. The dossier shall include the corresponding documents as prescribed in this Decree, enclosed with a written request for conversion to an Enterprise Registration Certificate. For an enterprise that has been issued a Business Registration Certificate, the dossier must be enclosed with a copy of the Tax Registration Certificate. The provincial-level Agency for Business Registration shall receive, consider the validity of the dossier, and issue an Enterprise Registration Certificate, a Certificate of Registration of Operation of a Branch/Representative Office, a Certificate of Registration of Business Location, a Certificate of Change in Enterprise Registration Details, and other certificates as prescribed in this Decree.
3. In case a branch, representative office, or business location of an enterprise is located in a different province or centrally-run city from where the enterprise's head office is located, the enterprise must carry out the registration procedures prescribed in Clause 1 of this Article before carrying out the procedures for registering the operation, registering a change in operation registration details, notifying a business suspension, activity suspension, resumption of business, or resumption of activity ahead of the notified schedule, or terminating the operation of the branch, representative office, or business location.
Article 119. Transitional provisions for enterprises operating under Investment Licenses, Investment Certificates (which are also Business Registration Certificates), or equivalent legal documents
1. An enterprise that has been issued an Investment License or an Investment Certificate (which is also a Business Registration Certificate) or equivalent legal documents may continue to operate under the details of those certificates and is not required to carry out procedures for conversion to an Enterprise Registration Certificate.
2. An enterprise operating under an Investment License, an Investment Certificate (which is also a Business Registration Certificate), or equivalent legal documents shall convert to operate under an Enterprise Registration Certificate in the following cases:
a) In case an enterprise wishes to convert to an Enterprise Registration Certificate without changing its business registration details. In this case, the enterprise shall submit a dossier to the provincial-level Agency for Business Registration where its head office is located. The dossier shall include a written request for supplementation and updating of enterprise registration information; a copy of the Investment License, the Investment Certificate (which is also a Business Registration Certificate), or equivalent legal documents; and a copy of the enterprise's Tax Registration Certificate;
b) In case an enterprise registers or notifies a change in enterprise registration details, suspends business, resumes business ahead of the notified schedule, or registers the establishment of a branch, representative office, or business location in the same province or centrally-run city where its head office is located. In this case, the enterprise shall submit a dossier to the provincial-level Agency for Business Registration where its head office is located. The dossier shall include the corresponding documents for the registration or notification as prescribed in this Decree and the documents prescribed at Point a of this Clause;
c) In case an enterprise wishes to be issued a Certificate of Registration of Operation of a Branch/Representative Office or a Certificate of Registration of Business Location to replace the operation registration details on the Investment License, the Investment Certificate (which is also a Business Registration Certificate), or equivalent legal documents, or the Certificate of Registration of Operation of a Branch/Representative Office issued by the Agency for Investment Registration without changing the operation registration details for the branch, representative office, or business location in the same province or centrally-run city where the enterprise's head office is located. In this case, the enterprise shall submit a dossier to the provincial-level Agency for Business Registration where its head office is located. The dossier shall include the documents prescribed at Point a of this Clause and a written request for supplementation and updating of the operation registration information of the branch, representative office, or business location, a copy of the Certificate of Registration of Operation of the Branch/Representative Office issued by the Agency for Investment Registration in case the branch or representative office operates under this certificate, and a copy of the Tax Registration Certificate of the branch or representative office;
d) In case an enterprise registers a change in operation registration details, suspends business, resumes business ahead of the notified schedule, or terminates the operation of a branch, representative office, or business location on the Investment License, the Investment Certificate (which is also a Business Registration Certificate), or equivalent legal documents, or the Certificate of Registration of Operation of a Branch/Representative Office issued by the Agency for Investment Registration for a branch, representative office, or business location in the same province or centrally-run city where the enterprise's head office is located. In this case, the enterprise shall submit a dossier to the provincial-level Agency for Business Registration where its head office is located. The dossier shall include the corresponding documents as prescribed in this Decree and the documents prescribed at Point c of this Clause.
3. In case a branch, representative office, or business location is located in a different province or centrally-run city from where the enterprise's head office is located, the enterprise must carry out the procedures for conversion to an Enterprise Registration Certificate at the provincial-level Agency for Business Registration where its head office is located as prescribed at Point a, Clause 2 of this Article before carrying out the procedures for registering the establishment, registering a change in operation registration details, suspending business, resuming business ahead of the notified schedule, or terminating the operation of the branch, representative office, or business location at the provincial-level Agency for Business Registration where the branch, representative office, or business location is located. In this case, the dossier for registering the establishment, registering a change in operation registration details, suspending business, resuming business ahead of the notified schedule, or terminating the operation of the branch, representative office, or business location shall be carried out in accordance with Points b, c, and d, Clause 2 of this Article, which does not include the documents prescribed at Point a, Clause 2 of this Article.
4. In case an enterprise operating under an Investment License, an Investment Certificate (which is also a Business Registration Certificate), or equivalent legal documents registers for dissolution, the enterprise is not required to carry out the procedures for conversion to an Enterprise Registration Certificate. The dissolution registration dossier in this case shall include the corresponding documents as prescribed in Clause 1, Article 210 of the Law on Enterprises and the documents prescribed at Point a, Clause 2 of this Article.
5. In case an Investment License, an Investment Certificate (which is also a Business Registration Certificate), or equivalent legal documents contain information on a business location, when carrying out the conversion to operate under an Enterprise Registration Certificate or a Certificate of Registration of Operation of a Branch/Representative Office, the enterprise shall be issued a Certificate of Registration of Business Location if it so requests.
6. Upon receiving the enterprise's dossier, the provincial-level Agency for Business Registration shall issue a receipt and an appointment for returning the results, consider the validity of the dossier, and issue an Enterprise Registration Certificate, a Certificate of Registration of Operation of a Branch/Representative Office, a Certificate of Registration of Business Location, a Certificate of Change in Enterprise Registration Details, and other certificates as prescribed in this Decree.
Article 120. Transitional provisions for enterprise registration certificates and operation registration certificates issued to credit institutions, foreign bank branches, representative offices of foreign credit institutions, other foreign organizations with banking activities (foreign representative offices), and branches, representative offices, and business locations of credit institutions
1. Enterprise Registration Certificates and operation registration certificates issued by the Agency for Business Registration to credit institutions, foreign bank branches, and foreign representative offices as prescribed in Article 29 of Decree No. 01/2021/ND-CP before the effective date of the Law on Credit Institutions 2024 shall remain valid, except for the details that have been approved for change by the State Bank of Vietnam or have been changed in accordance with the law on credit institutions.
2. The Enterprise Registration Certificates and operation registration certificates prescribed in Clause 1 of this Article shall become fully invalid when the State Bank of Vietnam re-issues or revokes the Establishment and Operation License of the credit institution, the Establishment License of the foreign bank branch, or the Establishment License of the foreign representative office.
3. Certificates of Registration of Operation of Branches/Representative Offices and Certificates of Registration of Business Locations issued by the Agency for Business Registration to branches, representative offices, and business locations of credit institutions as prescribed in Article 29 of Decree No. 01/2021/ND-CP before the effective date of the Law on Credit Institutions 2024 shall remain valid, except for the details that have been approved for change by the State Bank of Vietnam or have been changed in accordance with the law on credit institutions.
Article 121. Transitional provisions for cases where Enterprise Registration Certificates, Business Registration and Tax Registration Certificates, Certificates of Registration of Operation of Branches/Representative Offices, and Certificates of Registration of Business Locations have been issued using information from people's identity cards or citizen identity cards
Enterprise Registration Certificates, Business Registration and Tax Registration Certificates, Certificates of Registration of Operation of Branches/Representative Offices, and Certificates of Registration of Business Locations that have been issued using information from the people's identity card or citizen identity card of the owner of a sole proprietorship, owner, member, founding shareholder, at-law representative of the enterprise, authorized representative of a member or founding shareholder being an organization, or head of a branch, representative office, or business location shall remain valid.
In case of need or when carrying out enterprise registration procedures as prescribed in this Decree, the enterprise shall send a written request for registration of change in enterprise registration details to the provincial-level Agency for Business Registration to update information on the Citizen Identity Card of the owner of the sole proprietorship, owner, member, founding shareholder, at-law representative of the enterprise, authorized representative of a member or founding shareholder being an organization, or head of a branch, representative office, or business location.
Article 122. Transitional provisions on the use of business registration accounts to carry out enterprise registration procedures via the electronic information network
Business registration accounts used to digitally sign enterprise registration dossiers via the electronic information network as prescribed at Point d, Clause 2, Article 38 and Clause 1, Article 39 of this Decree shall be used until the end of December 31, 2025.
Article 123. Transitional provisions on business household registration
1. A business household that has been issued a business registration certificate or a business household registration certificate before the effective date of this Decree may continue to operate under the details of those documents. A business household shall be issued a Business Household Registration Certificate as prescribed in this Decree in the following cases:
a) In case a business household carries out procedures for registering a change in business household registration details, the business household shall submit a dossier to the communal-level Agency for Business Registration. The dossier shall include the corresponding documents as prescribed in this Decree. The communal-level Agency for Business Registration shall consider issuing a Business Household Registration Certificate within 03 working days from the date of receipt of a valid dossier;
b) In case a business household carries out procedures for registering a business suspension or resumption of business ahead of the registered schedule, the business household shall submit a dossier to the communal-level Agency for Business Registration. The dossier shall include the corresponding documents as prescribed in this Decree, enclosed with a written request for registration of change in business household registration details. The communal-level Agency for Business Registration shall consider issuing a Business Household Registration Certificate within 03 working days from the date of receipt of a valid dossier.
2. In case the Tax Office uses the personal identification number instead of the tax identification number as prescribed by the tax law, a business household that has been issued a business registration certificate or a business household registration certificate may continue to operate under the details of those documents. The business household shall be issued a Business Household Registration Certificate as prescribed in this Decree, in which the new identification number transmitted from the Tax Registration Application System shall be recorded when the business household carries out the procedures mentioned at Points a and b, Clause 1 of this Article.
3. In case of purchase, sale, donation, or inheritance of a business household before the effective date of this Decree, the business household shall send a dossier for registration of change of the owner of the business household to the communal-level Agency for Business Registration. The dossier shall include the following documents:
a) A notice of change of the owner of the business household;
b) The purchase and sale contract or documents proving the completion of the purchase and sale in case of sale of the business household; the donation contract in case of donation of the business household; a copy of the document confirming the lawful inheritance right of the heir in case of change of the owner of the business household due to inheritance;
c) A copy of the power of attorney of the household members for one member to be the owner of the business household in case the business household is established by household members. This power of attorney must be notarized or certified as prescribed by law.
Within 03 working days from the date of receipt of the dossier, the communal-level Agency for Business Registration shall consider the validity of the dossier and issue a Business Household Registration Certificate to the business household; in case the dossier is not yet valid, the communal-level Agency for Business Registration shall notify in writing, stating the reason and the requirements for amendment and supplementation, to the business household.
4. A business household established by a household or a group of individuals that has been issued a business household registration certificate before the effective date of this Decree may continue to operate without being required to re-register as prescribed in this Decree.
5. A business household established by a group of individuals before the effective date of this Decree shall carry out procedures for registering a change in business household registration details, suspending business, resuming business ahead of the registered schedule, and terminating the operation of the business household as prescribed in this Decree. The registration dossier shall not include a copy of the power of attorney of the household members for one member to be the owner of the business household as prescribed in this Decree. The dossier must be enclosed with the minutes of the meeting of the group of individuals participating in the business household on the registration details. The above-mentioned business household shall only carry out procedures for registering a change of members if a member no longer participates in the business household.
6. A Business Household Registration Certificate that has been issued using information from the people's identity card or citizen identity card of the owner of the business household or a household member registering the business household shall remain valid.
In case of need or when carrying out business household registration procedures as prescribed in this Decree, the business household shall send a written request for registration of change in business household registration details to the communal-level Agency for Business Registration to update information on the Citizen Identity Card of the owner of the business household or a household member registering the business household.
Article 124. Implementation provisions
1. This Decree takes effect from July 01, 2025.
2. This Decree supersedes the Government’s Decree No. 01/2021/ND-CP dated January 04, 2021 on enterprise registration and the Government’s Decree No. 122/2020/ND-CP dated October 15, 2020 prescribing inter-agency coordination in settlement of procedures for registration of establishment of enterprises, branches and representative offices, declaration of labor use, grant of identification numbers of units participating in social insurance, and registration for use of invoices of enterprises.
3. To amend Point a, Clause 2, Article 66 of the Government’s Decree No. 31/2021/ND-CP dated March 26, 2021 detailing, and guiding the implementation of, a number of articles of the Law on Investment as follows: "A written registration for capital contribution or purchase of shares or contributed capital amounts includes the following details: information on the enterprise registration of the economic organization in which the foreign investor intends to contribute capital, purchase shares, or purchase contributed capital amounts; business lines; list of owners, members, founding shareholders, list of owners, members, shareholders being foreign investors (if any); the foreign investor's ownership ratio in the charter capital before and after contributing capital, purchasing shares, or purchasing contributed capital amounts in the economic organization; the actual transaction value of the contract for capital contribution, purchase of shares, or purchase of contributed capital amounts; information on the investment project of the economic organization (if any)".
4. Based on the conditions for connection and information sharing between the National Business Registration Information System and the electronic identification and authentication system, the application of electronic authentication as prescribed in Clause 5, Article 12 and Clause 5, Article 93 of this Decree shall be implemented according to the roadmap announced on the National Business Registration Information Portal.
5. The Minister of Finance shall issue forms used in enterprise registration and business household registration as prescribed in this Decree.
6. Ministers, heads of ministerial-level agencies, heads of government-attached agencies, Chairpersons of People's Committees of provinces and centrally-run cities, Chairpersons of People's Committees of communes, wards, and special zones, and the subjects of application of this Decree are responsible for the implementation of this Decree.
| ON BEHALF OF THE GOVERNMENT FOR THE PRIME MINISTER DEPUTY PRIME MINISTER Nguyen Chi Dung
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