Decree 01/2021/ND-CP on business and household business registration

DECREE

REGARDING BUSINESS REGISTRATION

Based on the Law on Organization of the Government dated June 19, 2015; and the Law amending and supplementing a number of articles of the Law on Organization of the Government and the Law on Organization of Local Government dated November 22, 2019;

Based on the Enterprise Law dated November 17, 2020;

Based on the Investment Law dated June 17, 2020;

Based on the Law on Tax Administration dated June 13, 2019;

Based on the Law on Credit Institutions dated January 16, 2010;

Based on the Law amending and supplementing a number of articles of the Law on Credit Institutions dated November 20, 2017;

Based on the Securities Law dated November 26, 2019;

Based on the Law on Science and Technology dated June 18, 2013;

Based on the Law on Execution of Criminal Judgments dated June 14, 2019;

Based on the Bankruptcy Law dated June 19, 2014;

Based on the Law on Electronic Transactions dated June 29, 2005;

Based on the Law on Cybersecurity dated November 19, 2015;

Based on the Law on Cybersecurity dated June 12, 2018;

As requested by the Minister of Planning and Investment;

The government has issued a Decree on business registration.

Chapter I

GENERAL RULES

Article 1. Scope

1. This Decree provides detailed regulations on the documents, procedures, and processes for business registration; household business registration; regulations on the Business Registration Authority and state management of business registration and household business registration.

2. The interconnection of procedures for registration of establishment of an enterprise, branch or representative office, declaration of the use of labor, issuance of the identification number of the unit participating in social insurance, and registration of the use of invoices of the enterprise. Enterprises shall comply with the provisions of the Government's Decree stipulating the coordination and interconnection of procedures for registration of establishment of enterprises, branches and representative offices, declaration of employment, and grant of unit codes. participate in social insurance, register to use invoices of enterprises.

Article 2. Subject of application

1. Domestic and foreign organizations and individuals shall register their businesses in accordance with Vietnamese law.

2. Individuals and household members shall register their business in accordance with the provisions of this Decree.

3. Business registration authority.

4. Tax administration agency.

5. Other organizations and individuals involved in the registration of businesses and household businesses.

Article 3. Explain words

In this Decree, the following terms are understood as follows:

1. Business registration is the process by which business founders register information about their planned business, and businesses register changes to their business registration information with the Business Registration Authority, and this information is stored in the National Business Registration Database. Business registration includes registration of business establishment, registration of branch operations, representative offices, business locations, and other registration and notification obligations as stipulated in this Decree.

2. The national enterprise registration information system specified in Clause 19, Article 4 of the Law on Enterprises is a professional information system on business registration chaired and coordinated by the Ministry of Planning and Investment. relevant agencies to build and operate to send, receive, store, display or perform other operations on data to serve business registration.

3. The National Business Registration Database is a collection of business registration data nationwide. Information in business registration files and the legal status of businesses stored in the National Business Registration Database has legal validity as original business information.

4. The applicant is a person authorized to sign the business registration application or a person authorized by that person to carry out the business registration procedures as stipulated in Article 12 of this Decree.

5. Digitizing records involves scanning existing paper-based data to convert it into electronic format.

Article 4. Principles for applying procedures in business registration.

1. The business founder or the business itself shall self-declare the business registration application and be legally responsible for the legality, truthfulness, and accuracy of the information declared in the business registration application and reports.

2. In the case of limited liability companies and joint-stock companies with more than one legal representative, the legal representative carrying out the business registration procedures must ensure and be responsible for the proper exercise of their rights and obligations as stipulated in Clause 2, Article 12 of the Enterprise Law.

3. The business registration authority is responsible for the validity of the business registration application, but is not responsible for any legal violations committed by the business before or after registration.

4. The business registration authority does not resolve disputes between members or shareholders of a company, or with other organizations or individuals, or between the enterprise and other organizations or individuals.

5. Businesses are not required to affix a seal to the application for business registration, notification of changes to business registration details, resolutions, decisions, or meeting minutes in the business registration dossier. The affixing of seals to other documents in the business registration dossier shall be carried out in accordance with relevant laws.

Article 5. Right to establish a business and obligation to register a business

1. Establishing a business in accordance with the law is a right of individuals and organizations and is protected by the State.

2. The business founder or the business itself has the obligation to fully and promptly fulfill its obligations regarding business registration and to publicly disclose information about the establishment and operation of the business in accordance with the provisions of this Decree and other relevant legal documents.

3. Business registration agencies and other agencies are strictly prohibited from causing inconvenience to organizations and individuals while receiving applications and processing business registration procedures.

4. Ministries, ministerial-level agencies, People's Councils, and People's Committees at all levels are prohibited from issuing regulations or documents on business registration that apply specifically to their respective sectors or localities. Regulations on business registration issued by ministries, ministerial-level agencies, People's Councils, and People's Committees at all levels that contradict the provisions of this Decree shall be invalid.

Article 6. Business Registration Certificate, Branch/Representative Office Registration Certificate, Business Location Registration Certificate

1. Business registration certificates, branch/representative office registration certificates, and business location registration certificates are issued to businesses, branches, representative offices, and business locations. The content of the business registration certificate, branch/representative office registration certificate, and business location registration certificate is recorded based on the information in the business registration dossier. The business registration certificate also serves as the business's tax registration certificate. The business registration certificate is not a business license.

2. In cases where the Certificate of Business Registration, Certificate of Branch/Representative Office Registration, or Certificate of Business Location Registration, stored electronically in the National Database on Business Registration at the same time, contains different information compared to the paper version of the Certificate of Business Registration, Certificate of Branch/Representative Office Registration, or Certificate of Business Location Registration, the certificate containing the information accurately reflected in the business's registration file shall have legal validity.

Article 7. Recording of business lines and activities

1. When registering a business, notifying of additions or changes to business lines or activities, or requesting a replacement business registration certificate, the business founder or the business shall select a four-digit economic sector code from the Vietnamese Economic Sector Classification System to record the business lines and activities in the Business Registration Application, Notification of Changes to Business Registration Content, or the application for a replacement business registration certificate. The business registration authority shall guide, verify, and record the business lines and activities of the enterprise in the National Database on Business Registration.

2. The specific content of the four-level economic sectors stipulated in Clause 1 of this Article shall be implemented in accordance with the Decision of the Prime Minister promulgating the System of Vietnamese Economic Sectors.

3. For business sectors and professions subject to conditional investment regulations as stipulated in other legal documents, the business sector and profession shall be recorded according to the regulations specified in those legal documents.

4. For business sectors and occupations not included in the Vietnamese Economic Sector Classification System but regulated by other legal documents, the business sector and occupation shall be recorded according to the regulations in those legal documents.

5. For business sectors and occupations not included in the Vietnamese Economic Sector Classification System and not regulated in other legal documents, the Business Registration Authority shall consider recording these business sectors and occupations in the National Database on Business Registration if they are not prohibited from investment and business activities, and simultaneously notify the Ministry of Planning and Investment (General Statistics Office) to add the new business sector or occupation.

6. If a business needs to specify its business activities in more detail than the four-digit economic sector classification, it should select a four-digit economic sector classification from the Vietnamese Economic Sector Classification System, then specify its business activities below the four-digit sector classification, ensuring that the detailed business activities are consistent with the chosen four-digit sector classification. In this case, the business activities are the detailed business activities that the business has specified.

7. The recording of business lines and occupations as stipulated in Clauses 3 and 4 of this Article shall be carried out in accordance with the provisions of Clause 6 of this Article, in which the detailed business lines and occupations shall be recorded according to the lines and occupations stipulated in specialized legal documents.

8. State management of conditional investment and business sectors, conditional market access sectors for foreign investors, and inspection of compliance with business conditions by enterprises falls under the authority of specialized agencies as prescribed by specialized laws.

Article 8. Enterprise code, subsidiary unit code, business location code

1. Each business is assigned a unique number called the business registration number. This number also serves as the business's tax identification number and social insurance participation number.

2. The business registration number remains valid throughout the business's operation and cannot be reissued to another organization or individual. When the business ceases operations, the business registration number becomes invalid.

3. The business registration number is automatically generated, sent, and received by the National Business Registration Information System and the Tax Registration Information System, and is recorded on the Business Registration Certificate.

4. State management agencies shall uniformly use enterprise identification numbers to carry out state management work and exchange information about enterprises.

5. The subsidiary unit code is assigned to the enterprise's branches and representative offices. This code also serves as the tax identification number for the branch or representative office.

6. The business location code is a 5-digit code assigned sequentially from 00001 to 99999. This code is not the tax identification number for the business location.

7. In cases where a business, branch, or representative office has its tax identification number terminated due to violations of tax laws, the business, branch, or representative office shall not be allowed to use the tax identification number in economic transactions from the date the Tax Authority publicly announces the termination of the tax identification number.

8. For branches and representative offices established before November 1, 2015, but not yet assigned a subsidiary unit code, businesses should contact the Tax Authority directly to obtain a 13-digit tax code, and then proceed with the procedures for changing the registration details at the Business Registration Authority as prescribed.

9. For businesses established and operating under an Investment License or Investment Certificate (which also serves as a Business Registration Certificate) or other legally equivalent documents, or a Securities Business Establishment and Operation License, the business code is the tax code issued to the business by the Tax Authority.

Article 9. Number of business registration dossiers

1. The business founder or the business entity submits one set of documents when carrying out the business registration procedure.

2. The business registration authority shall not require business founders or businesses to submit additional documents or papers other than those included in the business registration dossier as stipulated in the Enterprise Law and this Decree.

Article 10. Language used in business registration documents

1. The documents and papers in the business registration file must be prepared in Vietnamese.

2. If the business registration application includes documents in a foreign language, a notarized Vietnamese translation must be included with the foreign-language documents.

3. In cases where documents in the business registration application are in both Vietnamese and a foreign language, the Vietnamese version shall be used for the business registration procedure.

Article 11. Legal documents of individuals in the business registration dossier.

1. For Vietnamese citizens: Valid Vietnamese Citizen Identity Card, National Identity Card, or Vietnamese Passport.

2. For foreigners: A valid foreign passport or other document equivalent to a foreign passport.

Article 12. Authorization to carry out business registration procedures

The person authorized to sign the business registration application may authorize another organization or individual to carry out the business registration procedure in accordance with the following regulations:

1. In cases where an individual is authorized to carry out business registration procedures, the business registration application must include a written authorization for the individual to perform the procedures related to business registration and a copy of the authorized individual's legal documents. This authorization document does not require notarization or certification.

2. In cases where authorization is given to an organization to carry out business registration procedures, the business registration dossier must include a copy of the service contract with the organization providing the services related to business registration, a letter of introduction from that organization to the individual directly carrying out the procedures related to business registration, and a copy of the legal documents of the individual being introduced.

3. In cases where authorization is given to a public postal service provider to carry out the business registration procedure, when performing the business registration procedure, the postal employee must submit a copy of the document submission form issued by the public postal service provider, bearing the signature of the postal employee and the person authorized to sign the business registration request.

4. In cases where authorization is given to a postal service provider other than a public postal service to carry out the business registration procedure, the authorization shall be carried out in accordance with the provisions of Clause 2 of this Article.

Article 13. Issuance of business registration under the contingency procedure.

1. Business registration under the contingency procedure refers to the issuance of business registration that is not carried out through the National Business Registration Information System. The contingency procedure is applied when one or more of the following situations occur:

a) The national information system for business registration is currently under construction and upgrading;

b) The national information system for business registration experienced a technical malfunction;

c) War, riot, natural disaster and other force majeure circumstances.

Based on the estimated time for resolving issues or upgrading the National Information System on Business Registration, except in cases of force majeure, the Ministry of Planning and Investment will notify the Business Registration Authority in advance to carry out business registration according to the contingency procedure.

2. The coordination of business registration procedures between the Business Registration Authority and the Tax Authority shall be carried out using a paper-based document circulation process.

3. Within 15 working days from the date of completion of the business registration issuance under the contingency procedure, the Business Registration Authority must update the newly issued data and information for the business into the National Database on Business Registration.

Chapter II

DUTIES AND POWERS OF THE BUSINESS REGISTRATION AUTHORITY AND STATE MANAGEMENT OF ENTERPRISE REGISTRATION AND HOUSEHOLD BUSINESS REGISTRATION

Article 14. Business Registration Authority

1. Business registration agencies are organized at the provincial level (hereinafter referred to as the provincial level) and at the district, town, and city level (hereinafter referred to as the district level), including:

a) At the provincial level: The Business Registration Office under the Department of Planning and Investment (hereinafter referred to as the Business Registration Office).

The Business Registration Office may organize locations for receiving applications and returning results at various points within the province.

b) At the district level: The Finance and Planning Department under the District People's Committee (hereinafter referred to as the District Business Registration Authority).

2. The business registration agency has its own account and seal.

Article 15. Duties and powers of the Business Registration Office

1. The business registration office directly receives business registration applications; is responsible for the validity of business registration applications; and grants or refuses business registration.

2. Provide guidance to businesses and business founders on the documents, procedures, and steps for business registration; and guide district-level business registration agencies on the documents, procedures, and steps for household business registration.

3. Coordinate the development, management, and operation of the National Information System on Business Registration; standardize data and update local business registration data into the National Business Registration Database.

4. Provide information on business registrations stored in the National Business Registration Database within the local jurisdiction to the Provincial People's Committee, the local tax authority, and at the request of the Anti-Money Laundering Agency of the State Bank of Vietnam, relevant agencies, and organizations and individuals as prescribed by law.

5. Require businesses to report on their compliance with the provisions of the Enterprise Law as stipulated in point c, clause 1, Article 216 of the Enterprise Law.

6. Directly or request competent state agencies to inspect and supervise the enterprise according to the contents of the enterprise registration dossier.

7. Inspect and supervise the district-level business registration agency in the performance of its duties and powers regarding the registration of household businesses.

8. Require businesses to temporarily suspend operations in conditional investment and business sectors, or sectors with conditional market access for foreign investors, as stipulated in Clause 1, Article 67 of this Decree.

9. Withdraw the Certificate of Business Registration, Certificate of Operation Registration of the branch or representative office in accordance with the law.

10. Registering businesses for other organizations and individuals in accordance with the law.

Article 16. Duties and powers of the district-level business registration agency

1. Directly receive business registration applications; review the validity of the applications and grant or refuse business registration.

2. Guidance for household businesses and those establishing household businesses on the documents, procedures, and steps for registering a household business.

3. Coordinate the development, management, and operation of an information system on household businesses operating within the locality; periodically report to the district People's Committee, the Business Registration Department, and the district tax authority on the status of household business registration in the area.

4. Provide information on business household registration within the locality to the district-level People's Committees, local tax administration agencies, relevant agencies, and organizations and individuals upon request. according to regulations of the Law.

5. Directly inspect or request the competent state agency to inspect the business household according to the contents of the business household registration file.

6. Require business households to report on their compliance with the regulations in this Decree when necessary.

7. Require business households to temporarily suspend business activities in conditional investment and business sectors when it is discovered that the business household does not meet the business conditions.

8. Revoke the business registration certificate in accordance with the law.

9. Registering businesses for other organizations and individuals in accordance with the law.

Article 17. State management of business registration

1. Ministry of Planning and Investment:

a) To submit to competent authorities for promulgation, and to promulgate within their authority, legal documents on business registration, household business registration, professional and technical guidance documents, forms, and reporting regimes serving the work of business registration, household business registration, and online business registration;

b) Providing guidance, training, and professional development for business registration agencies, business registration officers, and organizations and individuals upon request; guiding the Business Registration Office in digitizing records, standardizing data, and updating local business registration data into the National Business Registration Database;

c) To urge, direct, monitor, inspect, and supervise the registration of businesses;

d) Providing information on business registration details, legal status, financial statements, and other business information stored in the National Business Registration Information System to relevant government agencies, organizations, and individuals upon request;

d) To organize the construction, management, and development of the National Information System on Business Registration; to support the Business Registration Office, businesses, business founders, and other individuals and organizations in using the National Information System on Business Registration; and to guide the development of funding for the operation of the National Information System on Business Registration at the local level.

e) To chair and coordinate with the Ministry of Finance in connecting the National Business Registration Information System and the Tax Information System;

g) To chair and coordinate with the Ministry of Finance to research and develop a plan for implementing integrated business registration and tax registration procedures for household businesses, in accordance with the actual situation;

h) International cooperation in the field of business registration.

2. Ministry of Finance:

a) Coordinate with the Ministry of Planning and Investment in connecting the National Business Registration Information System and the Tax Information System to provide business registration numbers, subsidiary unit registration numbers, business location registration numbers, and exchange information about businesses;

b) The State Securities Commission is responsible for converting the data of securities companies, securities investment fund management companies, branches of foreign securities companies and branches of foreign fund management companies in Vietnam and providing a list of securities companies, securities investment fund management companies, branches of foreign securities companies and branches of foreign fund management companies in Vietnam that meet the conditions stipulated in Clause 1, Article 135 of the Securities Law to the Business Registration Authority for the purpose of registering enterprises for the above-mentioned entities in accordance with the provisions of the Securities Law.

3. Ministries, ministerial-level agencies, and government agencies, within their assigned functions, tasks, and powers, are responsible for guiding the implementation of laws on business conditions; inspecting, auditing, and handling violations of compliance with business conditions under their state management authority; reviewing and publishing on their websites the list of conditional investment and business sectors and business conditions under their state management, and sending it to the Ministry of Planning and Investment for publication on the National Business Registration Portal.

4. The People's Committees of provinces and centrally-administered cities shall allocate sufficient human resources, funding, and other resources to the Business Registration Agency to ensure the performance of the tasks and powers stipulated in this Decree.

Chapter III

REGISTERING BUSINESS NAME, BRANCH, REPRESENTATIVE OFFICE, BUSINESS LOCATION

Article 18. Business Name Registration

1. Business founders or businesses are not allowed to register a business name that is identical to or confusingly similar to the name of another business already registered in the National Business Registration Database nationwide, except for businesses that have been dissolved or have a valid court decision declaring them bankrupt.

2. The Business Registration Office has the right to approve or reject the proposed business name in accordance with the law. To avoid duplication, confusion, and violations of business naming regulations, the opinion of the Business Registration Office is final. If the business disagrees with the decision of the Business Registration Office, it may file a lawsuit in accordance with the law on administrative litigation.

3. Businesses operating under an Investment License or Investment Certificate (which also serves as a Business Registration Certificate) or other legally equivalent documents issued before July 1, 2015, may continue to use their registered business name and are not required to register a name change if their name is identical to or confusingly similar to a business name already registered in the National Business Registration Database.

4. Encourage and facilitate businesses with identical or confusingly similar names to negotiate with each other to register a change of business name.

Article 19. Handling of cases where a business name infringes on industrial property rights.

1. Trade names, trademarks, and geographical indications of organizations or individuals that have already been protected may not be used to form the private name of a business, except with the consent of the owner of that trade name or trademark. Before registering a business name, the business founder or the business itself must consult the registered trademarks and geographical indications stored in the Trademark and Geographical Indication Database of the state management agency for industrial property.

2. The basis for determining whether a business name infringes on industrial property rights is governed by the provisions of the law on intellectual property.

Businesses are held legally responsible if their business name infringes on industrial property rights. If a business name infringes on industrial property rights, the infringing business must register a change of business name.

3. The holder of industrial property rights has the right to submit a written request to the Business Registration Office to require the enterprise whose name infringes on industrial property rights to change its name accordingly. The written request from the holder of industrial property rights must be accompanied by copies of the following documents:

a) A written conclusion from a competent authority stating that the use of the business name infringes on industrial property rights;

b) Trademark registration certificate, geographical indication registration certificate; extract from the National Register of protected trademarks and geographical indications issued by the state management agency for industrial property; certificate of internationally registered trademark protected in Vietnam issued by the state management agency for industrial property; contract for the use of industrial property rights in cases where the applicant is the transferee of the right to use that industrial property object.

4. Within 10 working days from the date of receiving all the documents as prescribed in Clause 3 of this Article, the Business Registration Office shall issue a notice requiring the enterprise whose name infringes on industrial property rights to change its name and proceed with the registration procedure for the name change within 02 months from the date of the notice. The notice must be accompanied by the documents prescribed in Clause 3 of this Article. After the above deadline, if the enterprise does not register the name change as required, the Business Registration Office shall notify the competent state agency to handle the matter in accordance with the law on intellectual property.

5. In cases where the competent authority issuing a decision on administrative sanctions imposes remedial measures such as requiring a change of business name or removal of the infringing element from the business name, but the violating organization or individual fails to comply within the legally prescribed time limit, the competent authority shall notify the Business Registration Office to request the business to report as prescribed in point c, clause 1, Article 216 of the Enterprise Law. For businesses that fail to report, the Business Registration Office shall revoke the Business Registration Certificate as prescribed in point d, clause 1, Article 212 of the Enterprise Law.

6. The Business Registration Office shall notify the industrial property rights holder, as stipulated in Clause 3 of this Article, of the results of handling cases where a business name infringes on industrial property rights.

7. The Ministry of Planning and Investment, in coordination with the Ministry of Science and Technology, shall provide detailed guidance on this Article.

Article 20. Registration of names of branches, representative offices, and business locations.

1. The names of branches, representative offices, and business locations shall comply with the provisions of Article 40 of the Enterprise Law.

2. In addition to the Vietnamese name, branches, representative offices, and business locations of enterprises may register foreign names and abbreviations. The foreign name is a translation of the Vietnamese name into one of the foreign languages ​​using the Latin alphabet. The abbreviation is a shortened version of either the Vietnamese name or the foreign name.

3. The proper noun portion of the name of a branch, representative office, or business location of an enterprise must not use the phrases "company" or "enterprise".

4. For enterprises that are 100% state-owned and are converted into dependent accounting units due to reorganization requirements, they are allowed to retain the original state-owned enterprise name from before the reorganization.

Chapter IV

DOCUMENTS, PROCEDURES, AND PROCESSES FOR REGISTERING A BUSINESS, REGISTERING BRANCHES, REPRESENTATIVE OFFICES, AND BUSINESS LOCATIONS

Article 21. Business registration documents for private enterprises

1. Application for business registration.

2. Copies of the individual's legal documents for the owner of a private business.

Article 22. Business registration documents for partnerships.

1. Application for business registration.

2. Company charter.

3. List of members.

4. Copies of the following documents:

a) Legal documents of individuals for company members who are individuals; Legal documents of organizations for company members who are organizations; Legal documents of individuals for authorized representatives and the document appointing the authorized representative.

For foreign organizations, a copy of the organization's legal documents must be legalized by the consular office.

b) Investment registration certificate for cases where the enterprise is established or co-established by a foreign investor or an economic organization with foreign investment capital as stipulated in the Investment Law and its implementing regulations.

Article 23. Business registration documents for limited liability companies with two or more members and joint-stock companies.

1. Application for business registration.

2. Company charter.

3. List of members for limited liability companies with two or more members; list of founding shareholders and list of foreign investor shareholders for joint-stock companies.

4. Copies of the following documents:

a) Legal documents of the individual acting as the legal representative of the business;

b) Legal documents of individuals who are members of the company, founding shareholders, or foreign investor shareholders who are individuals; Legal documents of organizations who are members, founding shareholders, or foreign investor shareholders who are organizations; Legal documents of individuals who are authorized representatives of members, founding shareholders, or foreign investor shareholders who are organizations, and the document appointing the authorized representative.

For members or shareholders that are foreign organizations, copies of the organization's legal documents must be legalized by the consular office.

c) Investment registration certificate for cases where the enterprise is established or co-established by a foreign investor or an economic organization with foreign investment capital as prescribed in the Investment Law and its implementing regulations.

Article 24. Business registration documents for a single-member limited liability company.

1. Application for business registration.

2. Company charter.

3. Copies of the following documents:

a) Legal documents of the individual acting as the legal representative of the business;

b) Legal documents of the individual owner of the company (if individual); Legal documents of the organization owner of the company (except when the company owner is the State); Legal documents of the authorized representative and the document appointing the authorized representative.

For companies owned by foreign organizations, copies of the organization's legal documents must be legalized by the consular office.

c) Investment registration certificate for enterprises established by foreign investors or economic organizations with foreign investment capital as stipulated in the Investment Law and its implementing regulations.

Article 25. Business registration documents for companies established on the basis of company division, separation, or merger.

1. In the case of dividing a limited liability company or a joint-stock company as stipulated in Article 198 of the Enterprise Law, in addition to the documents specified in Articles 23 and 24 of this Decree, the business registration dossier for the new company must include the following documents:

a) Resolutions and decisions on the division of the company as stipulated in Article 198 of the Enterprise Law;

b) A copy of the minutes of the meeting of the Board of Members for limited liability companies with two or more members, or of the General Meeting of Shareholders for joint-stock companies, regarding the division of the company.

2. In case of separation of a limited liability company or a joint-stock company according to the provisions of Article 199 of the Law on Enterprises, in addition to the papers specified in Articles 23 and 24 of this Decree, the enterprise registration dossier for the company The separated company must have the following documents:

a) Resolutions and decisions on the separation of companies as stipulated in Article 199 of the Enterprise Law;

b) A copy of the minutes of the meeting of the Board of Members for limited liability companies with two or more members, or of the General Meeting of Shareholders for joint-stock companies, regarding the company separation.

3. In the case of merging several companies into a new company, in addition to the documents specified in Articles 22, 23, and 24 of this Decree, the business registration dossier for the merged company must include the following documents:

a) Merger contract as stipulated in Article 200 of the Enterprise Law;

b) Resolutions and decisions on the approval of the company merger agreement of the merged companies, and copies of the minutes of the meeting of the Board of Members for limited liability companies with two or more members, partnerships, or of the General Meeting of Shareholders for joint-stock companies, regarding the approval of the merger agreement to establish the new company.

Article 26. Business registration documents for cases of business type conversion.

1. In the case of converting a private enterprise into a partnership, limited liability company, or joint-stock company, the conversion registration dossier includes the documents specified in Articles 22, 23, and 24 of this Decree, excluding the Investment Registration Certificate specified in point b, clause 4, Article 22, point c, clause 4, Article 23, and point c, clause 3, Article 24 of this Decree. The dossier must be accompanied by the following documents:

a) A written commitment from the owner of a private enterprise to assume personal liability with all of their assets for all outstanding debts and to pay the full amount due;

b) A written agreement between the owner of the private enterprise and the parties to the unfulfilled contracts regarding the conversion of the company to take over and continue performing those contracts;

c) A written commitment or agreement between the owner of the private enterprise and other contributing members regarding the retention and employment of the private enterprise's existing workforce;

d) Transfer contract or documents proving the completion of the transfer in the case of transferring capital of a private enterprise; Gift contract in the case of gifting capital of a private enterprise; Copy of the document confirming the legal inheritance rights of the heir in the case of inheritance according to the provisions of law;

d) A document from the Investment Registration Authority approving the capital contribution, share purchase, or equity purchase by a foreign investor or economic organization with foreign investment capital, in cases where the registration procedure for capital contribution, share purchase, or equity purchase is required according to the Investment Law.

2. In the case of converting a single-member limited liability company into a limited liability company with two or more members, the conversion registration dossier shall include the documents specified in Article 23 of this Decree, excluding the Investment Registration Certificate specified in point c, clause 4, Article 23 of this Decree. The dossier must be accompanied by the following documents:

a) Transfer contract or documents proving the completion of the transfer in the case of transferring capital contributions; Gift contract in the case of gifting capital contributions; Copy of the document confirming the legal inheritance rights of the heir in the case of inheritance according to the provisions of law;

b) Resolutions and decisions of the company owner regarding the mobilization of additional capital contributions from other individuals or organizations, and documents confirming the capital contribution of new members in the case of mobilizing capital contributions from new members;

c) A document from the Investment Registration Authority approving the capital contribution, share purchase, or equity purchase by foreign investors or economic organizations with foreign investment capital, in cases where the registration procedure for capital contribution, share purchase, or equity purchase is required according to the Investment Law.

3. In the case of converting a limited liability company with two or more members into a single-member limited liability company, the conversion registration dossier shall include the documents specified in Article 24 of this Decree, excluding the Investment Registration Certificate specified in point c, clause 3, Article 24 of this Decree. The dossier must be accompanied by the following documents:

a) Transfer contract or documents proving the completion of the transfer in the case of transfer of capital contributions; Gift contract in the case of gifting capital contributions; Copy of the document confirming the legal inheritance rights of the heir in the case of inheritance according to the law; Merger contract, consolidation contract in the case of merger or consolidation of companies;

b) Resolutions, decisions, and copies of minutes of meetings of the Board of Members of a limited liability company with two or more members regarding the conversion of operations to a single-member limited liability company model;

c) A document from the Investment Registration Authority approving the capital contribution, share purchase, or equity purchase by foreign investors or economic organizations with foreign investment capital, in cases where the registration procedure for capital contribution, share purchase, or equity purchase is required according to the Investment Law.

4. In the case of converting a limited liability company into a joint-stock company and vice versa, the conversion registration dossier includes the documents specified in Articles 23 and 24 of this Decree, excluding the Investment Registration Certificate specified in point c, clause 4, Article 23 and point c, clause 3, Article 24 of this Decree. The dossier must be accompanied by the following documents:

a) Resolutions and decisions of the company owner for a single-member limited liability company, or resolutions, decisions and a copy of the minutes of the meeting of the Board of Members for a limited liability company with two or more members, or resolutions and a copy of the minutes of the General Meeting of Shareholders for a joint-stock company regarding the conversion of the company;

b) Transfer contract or documents proving the completion of the transfer in the case of transferring shares or capital contributions; Gift contract in the case of gifting shares or capital contributions; Copy of the document confirming the legal inheritance rights of the heir in the case of inheritance according to the provisions of law;

c) Papers certifying capital contribution of new members or shareholders;

d) A document from the Investment Registration Authority approving the capital contribution, share purchase, or equity purchase by foreign investors or foreign-invested economic organizations in cases where registration procedures for capital contribution, share purchase, or equity purchase are required according to the Investment Law.

 5. Businesses may register to change their business type simultaneously with registering changes to their business registration details and notifying the changes to their business registration details. In this case, the business registration dossier shall be prepared in accordance with the provisions of Clauses 1, 2, 3, and 4 of this Article.

In cases where a business registers a change in its business type and simultaneously registers a change in its legal representative, the person signing the documents is the Chairman of the Board of Members for limited liability companies with two or more members, or partnerships; the Chairman of the company or the Chairman of the Board of Members for single-member limited liability companies; or the Chairman of the Board of Directors for joint-stock companies of the company after the conversion.

Article 27. Registration for conversion from household business to enterprise.

1. The registration of a business established through conversion from a household business is carried out at the Business Registration Office where the business intends to establish its head office.

2. The application dossier for establishing a business based on conversion from a household business includes the original Household Business Registration Certificate, a copy of the Tax Registration Certificate, and the documents specified in Articles 21, 22, 23, and 24 of this Decree, corresponding to each type of business, excluding the Investment Registration Certificate stipulated in point b, clause 4, Article 22; point c, clause 4, Article 23; and point c, clause 3, Article 24 of this Decree. In cases where the business converted from a household business has foreign investors or foreign-invested economic organizations participating in capital contribution, share purchase, or equity purchase that fall under the procedures for registering capital contribution, share purchase, or equity purchase as prescribed by the Investment Law, the dossier must include a document from the Investment Registration Authority approving the capital contribution, share purchase, or equity purchase by the foreign investor or foreign-invested economic organization.

3. Within 02 working days from the date of issuance of the Business Registration Certificate, the Business Registration Office shall send a copy of the Business Registration Certificate and the original Household Business Registration Certificate to the district-level Business Registration Authority where the household business is located to terminate the household business's operations.

Article 28. Documents, procedures, and formalities for business registration of social enterprises.

1. The dossier, procedures, and formalities for registering the establishment of social enterprises, branches, representative offices, and business locations of social enterprises shall be carried out in accordance with the provisions of this Decree corresponding to each type of enterprise. The dossier must be accompanied by a Commitment to achieving social and environmental goals signed by the following individuals:

a) For private enterprises: the owner of the private enterprise;

b) For a partnership company: the partners;

c) For limited liability companies: members are individuals; the legal representative or authorized representative is a representative for members that are organizations;

d) For joint-stock companies: founding shareholders who are individuals, other shareholders who are individuals, if these shareholders agree to the content of the commitment and wish to sign this commitment together with the founding shareholders; the legal representative or authorized representative for founding shareholders who are organizations, the legal representative or authorized representative for other shareholders who are organizations, if these shareholders agree to the content of the commitment and wish to sign this commitment together with the founding shareholders.

The Business Registration Office publishes the Commitment to Social and Environmental Objectives on the National Business Registration Portal when issuing the Business Registration Certificate to the enterprise.

2. In the case of a business converting into a social enterprise, the business must submit its application to the Business Registration Office where its head office is located. The application includes the following documents:

a) Commitment to achieving social and environmental goals, signed by the legal representative of the enterprise;

b) Resolutions, decisions, and copies of meeting minutes of the Board of Members for limited liability companies with two or more members, partnerships; of the General Meeting of Shareholders for joint-stock companies; resolutions and decisions of the company owner for single-member limited liability companies regarding the approval of the Commitment content.

The Business Registration Office updates the enterprise's information in the National Database of Business Registration and publishes the Commitment to Social and Environmental Objectives on the National Business Registration Portal within 03 working days from the date of receiving the application.

3. In case the content of the Commitment to achieving social and environmental goals changes, the social enterprise must notify the Business Registration Office where the enterprise is headquartered within 05 working days from the date of the decision to change. The notification must be accompanied by the following documents:

a) A commitment to achieving the revised and supplemented social and environmental objectives, signed by the legal representative of the enterprise;

b) Resolutions, decisions, and copies of the minutes of the meeting of the Board of Members for limited liability companies with two or more members, partnerships; resolutions of the General Meeting of Shareholders for joint-stock companies; resolutions and decisions of the company owner for single-member limited liability companies regarding the approval of the changes to the Commitment.

The Business Registration Office shall update the enterprise's information in the National Database on Business Registration and publish the revised and supplemented Commitment to Social and Environmental Objectives on the National Business Registration Portal within 03 working days from the date of receiving the notification.

4. In the event of termination of the Commitment to achieve social and environmental goals, the social enterprise must send a notification to the Business Registration Office where the enterprise is headquartered within 05 working days from the date of the termination decision. The notification must be accompanied by the following documents: Resolution, decision and copy of the meeting minutes of the Board of Members for limited liability companies with two or more members, partnerships; of the General Meeting of Shareholders for joint-stock companies; resolution, decision of the company owner for single-member limited liability companies; or decision of a competent state agency (if any) regarding the termination of the Commitment, clearly stating the reason for termination.

The Business Registration Office shall update the enterprise's information in the National Database on Business Registration and post the documents specified in Clause 4 of this Article on the National Business Registration Portal within 03 working days from the date of receiving the notification.

5. The dossier, procedures, and processes for dividing, separating, merging, and consolidating social enterprises shall be carried out in accordance with the provisions of this Decree. In the case of establishing a new social enterprise based on the division, separation, or consolidation of an existing enterprise, the dossier must include a Commitment to achieving social and environmental objectives as stipulated in Clause 1 of this Article. If the division, separation, consolidation, or consolidation of a social enterprise results in the termination of the Commitment to achieving social and environmental objectives, the dossier must include the documents stipulated in Clause 4 of this Article.

6. The dossier, procedures, and process for dissolving a social enterprise shall be carried out in accordance with the provisions of this Decree. If the social enterprise still has remaining assets or finances from received aid or grants, the dissolution dossier must include a copy of the documentation regarding the handling of these remaining assets or finances from the aid or grants received by the social enterprise.

7. The registration of establishment of a social enterprise on the basis of conversion from a social protection establishment, social fund or charity fund shall be carried out at the Business Registration Office where the social enterprise intends to have its head office. . An enterprise registration dossier includes the papers specified in Clause 1 of this Article, excluding the Investment Registration Certificate specified at Point b, Clause 4, Article 22, Point c, Clause 4, Article 23, and Point c. Clause 3, Article 24 of this Decree. The following documents must be attached to the application:

a) A written decision from the competent authority that issued the license for establishing the social welfare institution, social fund, or charity, permitting the conversion into a social enterprise;

b) Certificate of registration for social welfare institutions, establishment license and recognition of charter for social funds and charitable funds;

c) A copy of the Tax Registration Certificate;

d) A document from the Investment Registration Authority approving the capital contribution, share purchase, or equity purchase by foreign investors or foreign-invested economic organizations in cases where registration procedures for capital contribution, share purchase, or equity purchase are required according to the Investment Law.

Within two working days from the date of issuance of the Business Registration Certificate, the Business Registration Office shall send a copy of the Business Registration Certificate and the original Certificate of Establishment Registration for social welfare facilities, and the establishment license and charter approval for social funds and charitable funds to the competent authority that issued the establishment license for the social welfare facility, social fund, or charitable fund, in order to terminate the operation of the social welfare facility, social fund, or charitable fund.

Article 29. Documents, procedures, and formalities for business registration of credit institutions, branches of foreign banks, representative offices of foreign credit institutions, and other foreign organizations engaged in banking activities.

1. The dossier, procedures, and formalities for business registration of credit institutions, branches, representative offices, and business locations of credit institutions shall be implemented in accordance with the provisions of this Decree corresponding to each type of enterprise. The dossier must be accompanied by a copy of the license or approval document issued by the State Bank of Vietnam.

2. The application dossier for registration of operation, or registration of changes to the registration of operation for branches of foreign banks, representative offices of foreign credit institutions, and other foreign organizations engaged in banking activities shall be prepared in accordance with the provisions of points a and c of Clause 1, Article 31 and Clause 2, Article 62 of this Decree, and shall be accompanied by a copy of the license or approval document issued by the State Bank of Vietnam.

3. Within 07 working days from the effective date of the license revocation decision, the credit institution, foreign bank branch, representative office of a foreign credit institution, or other foreign organization engaged in banking activities shall send a notice of business dissolution or termination of branch or representative office operations to the Business Registration Office where the credit institution, branch, or representative office is located. The notice must be accompanied by a copy of the liquidation termination decision and the license revocation decision of the State Bank of Vietnam in the case of dissolution of the credit institution or foreign bank branch; and a copy of the license revocation decision in the case of termination of operations of a representative office of a foreign credit institution or other foreign organization engaged in banking activities.

The Business Registration Office receives and processes applications for the dissolution of credit institutions, the termination of operations of branches of foreign banks, representative offices of foreign credit institutions, and other foreign organizations engaged in banking activities as stipulated in Clause 5 of Article 70 and Clause 3 of Article 72 of this Decree.

4. In cases where the State Bank of Vietnam designates a representative for a credit institution under special supervision, the application for changing the legal representative shall be carried out in accordance with the provisions of Article 50 of this Decree. Specifically, the resolution or decision of the company owner for a single-member limited liability company; the resolution or decision and a copy of the minutes of the meeting of the Board of Members for a limited liability company with two or more members; the resolution or decision and a copy of the minutes of the General Meeting of Shareholders or the resolution or decision and a copy of the minutes of the meeting of the Board of Directors for a joint-stock company shall be replaced by a copy of the decision of the State Bank of Vietnam appointing a replacement for the Chairman of the Board of Directors or the Chairman of the Board of Members or the General Director (Director) of the credit institution.

5. In cases where the State Bank of Vietnam directly or designates another credit institution to participate in contributing capital or purchasing shares of a credit institution under special control according to a decision of the Prime Minister or the State Bank of Vietnam, the application for changes to the business registration shall be carried out in accordance with the corresponding regulations in this Decree. In this case, the resolution or decision of the company owner for a single-member limited liability company; the resolution or decision and a copy of the minutes of the meeting of the Board of Members for a limited liability company with two or more members; the resolution and a copy of the minutes of the General Meeting of Shareholders or the resolution or decision and a copy of the minutes of the meeting of the Board of Directors for a joint-stock company, and the transfer contract or documents proving the completion of the transfer shall be replaced by a copy of the decision of the Prime Minister or the State Bank of Vietnam.

Article 30. Documents, procedures, and formalities for business registration of securities companies, securities investment fund management companies, securities investment companies, branches of foreign securities companies, and branches of foreign fund management companies in Vietnam.

1. The dossier, procedures, and formalities for business registration of securities companies, securities investment fund management companies, securities investment companies, branches, representative offices, and business locations of securities companies and securities investment fund management companies shall be implemented in accordance with the provisions of this Decree corresponding to each type of enterprise. The dossier must be accompanied by a copy of the establishment and operation license or a copy of the approval document from the State Securities Commission.

2. The application dossier for registration of operation and registration of changes to the registration content for branches of foreign securities companies and branches of foreign fund management companies in Vietnam shall be prepared in accordance with the provisions of points a and c of Clause 1, Article 31 and Clause 2, Article 62 of this Decree, respectively. The dossier must be accompanied by a copy of the establishment and operation license or a copy of the approval document from the State Securities Commission.

3. In cases where a securities company, securities investment fund management company, branch of a foreign securities company, or branch of a foreign fund management company in Vietnam has its establishment and operation license revoked, the State Securities Commission shall send a notification to the Business Registration Office where the securities company, securities investment fund management company, branch of a foreign securities company, or branch of a foreign fund management company is headquartered or has a branch, to revoke the Certificate of Business Registration and the Certificate of Branch Operation Registration as prescribed in Clause 4, Article 95 of the Securities Law. The Business Registration Office shall revoke the Certificate of Business Registration and the Certificate of Branch Operation Registration as prescribed in Clause 6, Article 75 and Clause 5, Article 77 of this Decree.

Article 31. Dossier, procedures, and formalities for registering the operation of branches, representative offices, and notifying the establishment of business locations.

1. Application dossier for operating a branch or representative office.

Businesses submit applications for registration of branches and representative offices to the Business Registration Office where the branch or representative office is located. The application includes the following documents:

a) Notification of establishment of a branch or representative office signed by the legal representative of the enterprise;

b) Copies of resolutions, decisions, and minutes of meetings of the Board of Members for limited liability companies with two or more members, partnerships; of the Board of Directors for joint-stock companies; resolutions and decisions of the company owner for single-member limited liability companies regarding the establishment of branches and representative offices;

c) Copies of the individual's legal documents for the head of the branch or representative office.

2. Notification of business location establishment

a) Businesses may establish business locations at addresses different from where their head office or branches are located;

b) Within 10 days from the date of the decision to establish a business location, the enterprise shall send a notification of the establishment of the business location to the Business Registration Office where the business location is situated;

c) The notice of establishment of a business location must be signed by the legal representative of the enterprise in the case where the business location is under the direct control of the enterprise, or by the head of the branch in the case where the business location is under the direct control of the branch.

3. Within 03 working days from the date of receiving a valid application, the Business Registration Department shall issue a Certificate of Registration for the branch or representative office, and update the business location information in the National Business Registration Database for the enterprise. If the enterprise so requests, the Business Registration Department shall issue a Certificate of Business Location Registration. If the application is incomplete or invalid, the Business Registration Department shall notify the enterprise in writing of the necessary amendments or additions.

4. The establishment of branches and representative offices of enterprises abroad shall be carried out in accordance with the laws of that country. Within 30 days from the date of officially establishing the branch or representative office abroad, the enterprise must notify the Business Registration Office where the enterprise's head office is located in writing. The notification must be accompanied by a copy of the Certificate of Registration of the branch or representative office or equivalent document. The Business Registration Office will update the information on the enterprise's branch or representative office in the National Database of Enterprise Registration within 03 working days from the date of receiving the notification.

Article 32. Receiving and processing business registration applications

1. Applicants for business registration as stipulated in this Decree shall submit their applications to the Business Registration Office where the business's head office is located.

2. Business registration applications are accepted for entry into the National Business Registration Information System when the following conditions are met:

a) Possess all the necessary documents as stipulated in this Decree;

b) The business name has been filled in on the Business Registration Application Form, the Business Registration Amendment Application Form, and the Business Registration Amendment Notification Form;

c) Includes the contact address of the person submitting the business registration application;

d) All required business registration fees and charges have been paid.

3. After receiving the business registration application, the Business Registration Department issues a receipt acknowledging receipt of the application to the applicant.

4. After issuing the receipt for the application, the Business Registration Department will accurately and completely enter the information from the business registration application, check the validity of the application, and upload the digitized documents from the business registration application to the National Business Registration Information System.

5. The business founder or the business itself may stop the business registration process if the registration application has not yet been approved on the National Business Registration Information System. In this case, the authorized signatory of the business registration application will send a request to stop the registration process to the Business Registration Office where the application was submitted. The Business Registration Office will review the request, issue a notice to the business regarding the suspension of the registration process, and cancel the registration application according to the procedure on the National Business Registration Information System within 03 working days from the date of receiving the request. If the request to stop the registration process is refused, the Business Registration Office will issue a written notice stating the reasons for the refusal to the business founder or the business itself.

Article 33. Time limit for issuing Certificates of Business Registration and Certificates of Changes to Business Registration Information

1. The Business Registration Office shall issue the Business Registration Certificate, the Confirmation of Changes to Business Registration Information, and update the changes to business registration information in the National Business Registration Database within 03 working days from the date of receiving a valid application.

2. If the application is incomplete or the requested business name does not comply with regulations, the Business Registration Office must notify the business founder or the business in writing of the necessary amendments and additions within 03 working days from the date of receiving the application. The Business Registration Office shall record all required amendments and additions to the business registration application for each application submitted by the business in a single Notice of Request for Amendments and Additions to the Business Registration Application.

3. If, after the above deadline, the business registration certificate, the confirmation of changes to business registration details, or the changes to business registration details are not issued, or the business registration details are not updated in the national database of business registration, or no notification requesting amendments or additions to the business registration dossier is received, the business founder or the business has the right to file a complaint or denunciation in accordance with the law on complaints and denunciations.

Article 34. Issuance of Business Registration Certificates

1. Businesses are granted a Certificate of Business Registration when they meet all the conditions stipulated in Clause 1, Article 27 of the Enterprise Law.

2. The information on the Business Registration Certificate is legally valid from the date the Business Registration Office issues the Business Registration Certificate. Businesses have the right to operate from the date the Business Registration Certificate is issued, except in cases where the business operates in conditional investment sectors. If a business registers its commencement date after the date the Business Registration Certificate is issued, the business has the right to operate from the date of registration, except in cases where the business operates in conditional investment sectors.

3. Businesses have the right to request the Business Registration Office to issue a copy of the Business Registration Certificate and must pay the prescribed fee.

4. If a business has been issued a new Business Registration Certificate, the Business Registration Certificates issued previously are no longer valid.

Article 35. Publication of business registration information

1. The contents to be disclosed are stipulated in Clauses 1 and 2 of Article 32 of the Enterprise Law.

2. Information regarding the business registration details is published on the National Business Registration Portal.

3. The request for publication of business registration information and payment of the publication fee are made at the time the business submits its registration application. If the business is not granted business registration, the business will be refunded the publication fee.

Article 36. Providing business registration information

1. Information is provided publicly and free of charge on the National Business Registration Portal at https://dangkykinh doanh.gov.vn, including: business name; business registration number; head office address; business lines and activities; full name of the legal representative; and legal status of the business.

2. Organizations and individuals needing to obtain business registration information as prescribed in Clause 1, Article 33 of the Enterprise Law shall send a request for information to the National Business Registration Portal or the State Management Agency for Business Registration or the provincial-level Business Registration Agency to receive the information.

The state agency responsible for business registration provides information about businesses stored on the National Business Registration Information System. Provincial business registration agencies provide information about businesses stored in the National Business Registration Database within their respective localities.

Article 37. Methods of payment of business registration fees and charges.

1. Applicants for business registration must pay the registration fee at the time of application. The registration fee can be paid directly at the Business Registration Office, transferred to the Business Registration Office's account, or paid electronically. The registration fee is non-refundable if the business is not granted registration.

2. Electronic payment methods for fees and charges are supported on the National Business Registration Portal. The fee for using electronic payment services is not included in the business registration fee, the fee for providing business registration information, and the fee for publishing business registration details.

3. When transaction errors occur during the use of electronic payment services, organizations and individuals paying fees and charges online should contact the intermediary organization providing the electronic payment service for resolution.

4. The Ministry of Finance shall preside over and coordinate with the Ministry of Planning and Investment to provide guidance on the rates, collection methods, management, and use of fees and charges for business registration, fees for providing information and publishing business registration content, ensuring the upgrading, maintenance, and operation of the National Business Registration Information System.

Article 38. Standardization and conversion of business registration data

1. Data standardization involves reviewing, verifying, cross-referencing, and supplementing or correcting business registration information and the legal status of businesses in the National Business Registration Database.

2. Information contained in the Business Registration Certificate, Business Registration and Tax Registration Certificates kept at all Business Registration Offices, and information on business registration content in the Investment License or Investment Certificate (which also serves as the Business Registration Certificate) or other legally equivalent documents, and the Securities Establishment and Operation License must all be converted into the National Information System on Business Registration. The registration information at the Business Registration Office, the Investment Registration Authority, and the State Securities Commission will be the original information about the enterprise when the data conversion process is completed.

3. In cases where the business registration information in the National Business Registration Database is incomplete or inaccurate compared to the Business Registration Certificate or the paper-based business registration file due to data conversion, the Business Registration Department will guide the business or directly supplement and update the information as prescribed.

4. The implementation of data standardization, record digitization, updating and supplementing business registration data is carried out according to the annual plan of the Business Registration Department.

5. The Ministry of Planning and Investment shall provide detailed guidance on the implementation of this Article.

Article 39. Correction of information on the Business Registration Certificate, Certificate of Change in Business Registration Content, Certificate of Branch/Representative Office Registration, and Business Location Registration Certificate.

1. If a business discovers inaccuracies in the information on its Business Registration Certificate compared to the information in its registration application, the business shall submit a written request for correction to the Business Registration Office where the business is headquartered. The Business Registration Office shall reissue the Business Registration Certificate within 03 working days from the date of receiving the business's written request if the information stated in the business's written request is accurate.

2. If the Business Registration Office discovers inaccuracies in the content of the Business Registration Certificate compared to the content of the business registration application, the Business Registration Office shall send a notice to the business requesting correction of the content on the Business Registration Certificate and issue the Business Registration Certificate to the business within 03 working days from the date of sending the notice.

3. The correction of information on the Certificate of Change in Business Registration, the Certificate of Branch/Representative Office Registration, the Certificate of Business Location Registration, and other business registration information stored in the National Business Registration Database shall be carried out in accordance with the provisions of Clauses 1 and 2 of this Article.

Article 40. Correction of business registration information due to data conversion into the National Business Registration Database

1. In cases where a business discovers that the information in its business registration database is incomplete or inaccurate compared to the paper versions of its Business Registration Certificate, Business Registration Certificate, Business Registration and Tax Registration Certificate, Investment Certificate (which also serves as a Business Registration Certificate), Investment License, or equivalent documents, or Securities Establishment and Operation License, due to data conversion into the National Business Registration Database, the business shall submit a written request for correction to the Business Registration Office where its head office is located. The request for correction must be accompanied by a copy of the Business Registration Certificate, Business Registration Certificate, Business Registration and Tax Registration Certificate, Investment Certificate (which also serves as a Business Registration Certificate), Investment License, or equivalent documents, or Securities Establishment and Operation License.

Within 03 working days from the date of receiving the enterprise's request for correction, the Business Registration Department is responsible for supplementing and correcting the enterprise registration information in the National Database on Enterprise Registration.

2. In cases where the Business Registration Office discovers that the business registration information in the National Business Registration Database is missing or inaccurate compared to the paper version of the Certificate due to the data conversion process into the National Business Registration Database, within 03 working days from the date of discovery, the Business Registration Office shall supplement and correct the business registration information in the National Business Registration Database.

Article 41. Legal status of enterprises

The legal status of businesses in the National Business Registration Database includes:

1. "Temporary suspension of business" refers to the legal status of a business that is in the process of temporarily suspending its operations as stipulated in Clause 1, Article 206 of the Enterprise Law. The date of transition to the legal status of "Temporary suspension of business" is the date the business registers to begin its temporary suspension of business. The date of termination of the legal status of "Temporary suspension of business" is the date the temporary suspension period announced by the business ends, or the date the business registers to resume operations before the announced period.

2. "No longer operating at the registered address" refers to the legal status of a business where, through inspection and verification by the Tax Authority and relevant units, the business cannot be found at the registered address. Information about businesses no longer operating at the registered address is provided by the Tax Authority to the Business Registration Authority. Changes, updates, the timing of changes in legal status, and the termination of legal status are decided by the Tax Authority. The Tax Authority is responsible for providing and updating the legal status of "No longer operating at the registered address" of businesses to the Business Registration Authority through the Tax Registration Information System connected to the National Business Registration Information System. The Business Registration Authority records and updates the legal status provided by the Tax Authority into the National Business Registration Database.

3. "Revocation of Business Registration Certificate due to tax enforcement" refers to the legal status of a business whose Business Registration Office issues a decision to revoke its Business Registration Certificate at the request of the tax authority regarding the enforcement of an administrative decision on tax management. The date of change to the legal status "Revocation of Business Registration Certificate due to tax enforcement" is the date the Business Registration Office issues the decision to revoke the Business Registration Certificate. The date of termination of the legal status "Revocation due to tax enforcement" is the date the Business Registration Office restores the business's legal status based on a written request from the tax authority in accordance with the law on tax management.

4. “Undergoing dissolution procedures, already divided, merged, or acquired” refers to the legal status of an enterprise that has had a resolution or decision to dissolve it according to Clause 3, Article 208 of the Enterprise Law; an enterprise whose Business Registration Certificate has been revoked by the Business Registration Office, except in cases where the revocation is due to enforcement measures related to tax management; an enterprise dissolved by a court decision according to Clause 1, Article 209 of the Enterprise Law; or an enterprise that has been divided, merged, or acquired and is undergoing tax settlement and transfer procedures with the Tax Authority due to the division, merger, or acquisition. The time of determining the change in legal status to “Undergoing dissolution procedures, already divided, merged, or acquired” is the time when the Business Registration Office announces the enterprise's dissolution status on the National Portal for Enterprise Registration; Companies that are divided, merged, or acquired through mergers are granted business registration based on the division, merger, or acquisition of the company.

5. "Undergoing bankruptcy proceedings" refers to the legal status of a business that has received a court decision to initiate bankruptcy proceedings in accordance with the law on bankruptcy. The time of determining the legal status of "Undergoing bankruptcy proceedings" is the time when the Business Registration Office updates the business's status to "undergoing bankruptcy proceedings" in the National Database of Business Registration.

6. “Dissolved, bankrupt, or ceased to exist” refers to the legal status of an enterprise that has completed the dissolution procedures as prescribed and whose legal status has been updated by the Business Registration Office in accordance with Clause 8, Article 208 and Clause 5, Article 209 of the Enterprise Law; an enterprise that has received a bankruptcy declaration decision from the Court in accordance with the law on bankruptcy; or an enterprise whose existence has ceased due to division, merger, or acquisition in accordance with Clause 5, Article 198, Clause 5, Article 200, and Clause 4, Article 201 of the Enterprise Law. The time of determining the change of legal status to “Dissolved, bankrupt, or ceased to exist” is the time when the Business Registration Office updates the legal status in the National Database on Enterprise Registration.

 7. "Operating" refers to the legal status of a business that has been granted a Business Registration Certificate but does not fall under the legal status specified in Clauses 1, 2, 3, 4, 5, and 6 of this Article.

Chapter V

REGISTER YOUR BUSINESS ONLINE

Article 42. Business registration via electronic information network

1. Online business registration refers to the process by which business founders or businesses register their businesses through the National Business Registration Portal. Organizations and individuals have the right to choose to use digital signatures as prescribed by law on electronic transactions or to use a Business Registration Account to register their businesses online.

2. The business registration account stipulated in Clause 4, Article 26 of the Enterprise Law is an account used to verify business registration applications via electronic information networks in cases where the authorized signatory of the business registration application does not use a digital signature. The business registration account is created by the National Business Registration Information System and granted to individuals to carry out business registration via electronic information networks. Individuals access the National Business Registration Portal to declare information and create a business registration account. The personal information declared on the National Business Registration Portal to create the business registration account must be complete and accurate according to the information on the individual's legal documents and must comply with the level of authentication of the applicant set by the National Business Registration Information System.

3. A business registration account is granted to only one individual. The individual granted the business registration account is legally responsible for the accuracy and legality of the information provided in the registration process and for the use of the business registration account.

4. The Business Registration Office facilitates organizations and individuals in accessing information and registering businesses online.

Article 43. Business registration documents via electronic information network.

1. Online business registration dossiers include the data as prescribed by this Decree and are presented in electronic document form. Online business registration dossiers have the same legal validity as paper business registration dossiers.

2. An electronic document is a document in the form of a data message created or digitized from a paper document and accurately and completely representing the content of the paper document. Electronic documents can be in “.doc”, “.docx”, or “.pdf” format.

3. Online business registration applications are approved when they meet all of the following requirements:

a) The application for business registration must contain all necessary documents, and the contents of those documents must be fully declared as required in the paper application, presented in electronic format. The name of the electronic document must correspond to the name of the document type in the paper application. The authorized signatory of the business registration application, founding members, shareholders, foreign investor shareholders, or other individuals signing the business registration application may use digital signatures to sign directly on the electronic document or sign directly on the paper document and scan the paper document in the formats specified in Clause 2 of this Article;

b) The business registration information declared on the National Business Registration Portal must be complete and accurate according to the information in the paper application; including the telephone number and email address of the applicant;

c) Online business registration applications must be authenticated by a digital signature or business registration account of the person authorized to sign the business registration application or a person authorized by the authorized person to carry out the business registration procedure. In case of authorization to carry out the business registration procedure, the business registration application must include the documents and materials specified in Article 12 of this Decree.

4. The deadline for businesses to amend or supplement their business registration documents online is 60 days from the date the Business Registration Office issues a notice requesting amendments or supplements. After the above deadline, if the amended or supplemented documents are not received from the business, the Business Registration Office will cancel the business registration documents according to the procedure on the National Business Registration Information System.

Article 44. Procedures for registering businesses online using digital signatures.

1. Applicants declare information, upload electronic documents, and authenticate business registration documents online, and pay registration fees and charges according to the procedure on the National Business Registration Portal.

2. After completing the submission of the business registration application, the applicant will receive a Business Registration Application Receipt via electronic means.

3. If the application meets the requirements for business registration, the Business Registration Department will issue the business registration certificate and notify the business of the issuance. If the application does not meet the requirements for business registration, the Business Registration Department will send a notification via electronic means to the business requesting amendments and additions to the application.

4. The registration of branch offices, representative offices, and notification of the establishment of business locations of enterprises via electronic information networks shall be carried out according to the procedures stipulated in this Article.

Article 45. Procedures for online business registration using a Business Registration Account

1. Applicants use their Business Registration Account to declare information, upload electronic documents, and authenticate business registration documents online, and pay registration fees and charges according to the procedure on the National Business Registration Portal. In cases where authorization is given to perform business registration procedures online using the Business Registration Account, the authorization document must include the contact information of the authorizing person to verify the online submission of the business registration documents.

2. After completing the submission of the registration application, the applicant will receive an electronic receipt for the business registration application.

3. The Business Registration Office grants business registration to enterprises if the application meets the requirements and notifies the enterprise of the registration. If the application is incomplete, the Business Registration Office sends a notification via electronic means to the enterprise requesting amendments or additions to the application.

4. The online business registration process stipulated in this Article also applies to the registration of branches, representative offices, and notification of the establishment of business locations of enterprises.

Article 46. Handling violations, complaints, and dispute resolution related to digital signatures and business registration accounts.

1. The identification and handling of disputes, complaints, and violations related to the management and use of digital signatures and business registration accounts shall be carried out in accordance with the provisions of the law.

2. Business registration agencies, State management agencies in charge of business registration are not responsible for violations committed by enterprises, enterprise founders, and file applicants when declaring information for issuance. Business Registration Account and the use of Business Registration Account.

Chapter VI

DOCUMENTS, PROCEDURES, AND PROCESSES FOR REGISTERING CHANGES AND NOTIFYING CHANGES TO BUSINESS REGISTRATION CONTENT

Article 47. Registration of changes to the registered office address of enterprises.

1. Before registering a change of the registered office address to a different district, county, province, or centrally-governed city from where the registered office is located, resulting in a change of the tax authority, the enterprise must complete the procedures with the relevant tax authority regarding the relocation as prescribed by tax law.

2. In the case of changing the registered office address, the enterprise must submit the application for change of business registration details to the Business Registration Office where the new office is located. The application includes the following documents:

a) Notice of change of business registration information signed by the legal representative of the enterprise;

b) Resolutions and decisions of the company owner for a single-member limited liability company; resolutions, decisions, and copies of the minutes of the meeting of the Board of Members for a limited liability company with two or more members, a partnership, or of the General Meeting of Shareholders for a joint-stock company regarding the change of the company's head office address.

3. After receiving the business registration application, the Business Registration Department issues a receipt, checks the validity of the application, and issues a business registration certificate to the enterprise in accordance with regulations.

4. When a business changes its registered office address, its rights and obligations remain unchanged.

Article 48. Registration of business name change

1. In the case of a business name change, the business must submit an application for registration of the change to the Business Registration Office where the business's head office is located. The application includes the following documents:

a) Notice of change of business registration information signed by the legal representative of the enterprise;

b) Resolutions, decisions, and copies of meeting minutes of the Board of Members for limited liability companies with two or more members, partnerships; of the General Meeting of Shareholders for joint-stock companies; resolutions and decisions of the company owner for single-member limited liability companies regarding the change of the company name.

2. After receiving the business registration application, the Business Registration Department issues a receipt, checks the validity of the application, and issues a business registration certificate to the business if the registered business name change does not violate the regulations on business naming.

3. Changing the enterprise name does not change the rights and obligations of the enterprise.

Article 49. Registration of changes to general partners

1. In case of terminating the status of a general partner and accepting new general partners according to the provisions of Articles 185 and 186 of the Law on Enterprises, the partnership shall send an application for registration of changes in business registration contents. to the Business Registration Office where the company's head office is located. The application includes the following documents:

a) Notice of change of business registration information signed by the legal representative of the enterprise;

b) The list of members of a partnership company as stipulated in Article 25 of the Enterprise Law, excluding the declaration of capital-contributing members;

c) Copies of the individual's legal documents for the new partner.

2. After receiving the business registration application, the Business Registration Department issues a receipt, checks the validity of the application, and issues a business registration certificate to the business.

Article 50. Registration of changes to the legal representative of a limited liability company or joint-stock company.

1. In the event of a change in the company's legal representative, the company must submit a registration application for the change to the Business Registration Office where the company's head office is located. The application includes the following documents:

a) Notification of change of legal representative;

b) Copies of the individual's legal documents for the new legal representative;

c) Resolutions and decisions of the company owner for a single-member limited liability company; resolutions, decisions, and copies of the minutes of the meeting of the Board of Members for a limited liability company with two or more members regarding the change of the legal representative; resolutions and copies of the minutes of the General Meeting of Shareholders for a joint-stock company regarding the change of the legal representative in cases where the change of the legal representative alters the content of the company's charter; resolutions, decisions, and copies of the minutes of the meeting of the Board of Directors for a joint-stock company in cases where the change of the legal representative does not alter the content of the company's charter, except for the full name and signature of the company's legal representative as stipulated in Article 24 of the Enterprise Law.

2. The person signing the notice of change of legal representative is one of the following individuals:

a) Chairman of the Board of Members or Chairman of the company in the case of a single-member limited liability company;

b) The Chairman of the Board of Members for limited liability companies with two or more members. If the Chairman of the Board of Members is the legal representative, the person signing the notice is the new Chairman of the Board of Members elected by the Board of Members;

c) Chairman of the Board of Directors for joint-stock companies. If the Chairman of the Board of Directors is the legal representative, the person signing the notice must be the new Chairman of the Board of Directors elected by the Board of Directors;

d) In the event that the Chairman of the Board of Members or the Chairman of the Board of Directors is absent or unable to exercise their rights and obligations, the person signing the notice of change of legal representative shall be the person authorized by the Chairman of the Board of Members or the Chairman of the Board of Directors. If there is no authorized member, or if the Chairman of the Board of Members or the Chairman of the Board of Directors dies, goes missing, is detained, is serving a prison sentence, is undergoing administrative sanctions at a compulsory rehabilitation center or compulsory education facility, has absconded from their place of residence, is restricted or incapacitated, has difficulties in understanding or controlling their actions, or is prohibited by the Court from holding office, practicing a profession, or performing a specific job, then the person signing the notice of change of legal representative shall be the person temporarily elected as Chairman of the Board of Members or Chairman of the Board of Directors as stipulated in Clause 4 of Article 56, Clause 3 of Article 80, and Clause 4 of Article 156 of the Enterprise Law.

3. In the case of registering a change of legal representative as stipulated in Clause 6, Article 12 of the Enterprise Law, the registration dossier for changing the legal representative includes the documents specified in Clause 1 of this Article. In this case, the resolution, decision, and copy of the minutes of the Board of Members meeting are replaced by a copy of a document confirming that the company's legal representative has died, is missing, is under criminal investigation, is detained, is serving a prison sentence, is undergoing administrative sanctions at a compulsory rehabilitation center or compulsory education center, has fled their place of residence, has limited or lost civil capacity, has difficulties in understanding or controlling their behavior, or has been prohibited by the Court from holding a position, practicing a profession, or performing a specific job.

4. After receiving the business registration application, the Business Registration Department issues a receipt, checks the validity of the application, and issues a business registration certificate to the business.

Article 51. Registration of changes to charter capital, capital contributions, and capital contribution ratios.

1. In the case of a limited liability company, joint-stock company, or partnership registering a change in charter capital, the company must submit the application for registration of changes to its business registration to the Business Registration Office where the company's head office is located. The application includes the following documents:

a) Notice of change of business registration information signed by the legal representative of the enterprise;

b) Resolution, decision of the company owner, for one-member limited liability companies; resolutions, decisions and meeting minutes of the Members' Council, for limited liability companies with two or more members, partnerships, of the General Meeting of Shareholders, for joint-stock companies, on the change of capital regulations;

c) A document from the Investment Registration Authority approving the capital contribution, share purchase, or equity purchase by foreign investors or economic organizations with foreign investment capital, in cases where the registration procedure for capital contribution, share purchase, or equity purchase is required according to the Investment Law.

2. In cases where a company registers a change in capital contribution or the percentage of capital contribution of members in a limited liability company with two or more members, or in a partnership company, the company must submit the application for change of business registration details to the Business Registration Office where the company's head office is located. The application includes the following documents:

a) Notice of change of business registration information signed by the legal representative of the enterprise;

b) List of members of a limited liability company with two or more members; list of members of a partnership company, excluding information on contributing members. The lists must include the signatures of members whose capital contributions have changed; the signatures of members whose capital contributions have not changed are not required.

c) Transfer contract or documents proving the completion of the transfer in the case of transfer of capital contributions; Gift contract in the case of gifting of capital contributions;

d) A document from the Investment Registration Authority approving the capital contribution, share purchase, or equity purchase by foreign investors or foreign-invested economic organizations in cases where registration procedures for capital contribution, share purchase, or equity purchase are required according to the Investment Law.

3. In cases where the General Meeting of Shareholders approves the offering of shares to increase charter capital, and simultaneously assigns the Board of Directors to carry out the procedures for registering the increase in charter capital after the completion of each share offering, along with the Notice stipulated in point a, clause 1 of this Article, the registration dossier for increasing charter capital must include the following documents:

a) Resolution and copy of the minutes of the General Meeting of Shareholders regarding the offering of shares to increase charter capital, clearly stating the number of shares offered and authorizing the Board of Directors to carry out the procedures for registering the increase in charter capital after the completion of each share sale;

b) Resolutions, decisions, and copies of minutes of the joint-stock company's board of directors meeting regarding the registration of an increase in the company's charter capital after the completion of each share sale.

4. In the case of a reduction in charter capital, the enterprise must commit to ensuring full payment of all debts and other financial obligations after the capital reduction. If a limited liability company with two or more members reduces its charter capital as stipulated in points a and b of Clause 3, Article 68 of the Enterprise Law, the registration dossier for the reduction of charter capital must include the most recent financial statements prior to the decision to reduce the charter capital.

5. After receiving the business registration application, the Business Registration Department issues a receipt, checks the validity of the application, and issues a business registration certificate to the business.

Article 52. Registration of changes to members of a limited liability company with two or more members.

1. In cases where the admission of new members results in an increase in the company's charter capital, the company must submit an application for registration of changes to its business registration to the Business Registration Office where the company's head office is located. The application includes the following documents:

a) Notice of change of business registration information signed by the legal representative of the enterprise;

b) List of members of a limited liability company with two or more members. The list of members must include the signatures of new members and members whose capital contribution has changed; it is not mandatory to include the signatures of members whose capital contribution has not changed;

c) Resolutions, decisions, and copies of minutes of the Board of Members' meetings regarding the admission of new members;

d) Documents confirming the capital contribution of the new member of the company;

d) Copies of the individual's legal documents in the case of a new individual member, or copies of the organization's legal documents, copies of the individual's legal documents for the authorized representative, and copies of the document appointing the authorized representative in the case of a new organization member.

For foreign organizations, a copy of the organization's legal documents must be legalized by the consular office.

e) A document from the Investment Registration Authority approving the capital contribution, share purchase, or equity purchase by a foreign investor or economic organization with foreign investment capital, in cases where the registration procedure for capital contribution, share purchase, or equity purchase is required according to the Investment Law.

2. In the case of a change in membership due to the transfer of capital contributions, the business registration dossier includes the following documents:

a) Notice of change of business registration information signed by the legal representative of the enterprise;

b) List of members of a limited liability company with two or more members. The list of members must include the signatures of new members and members whose capital contribution has changed; it is not mandatory to include the signatures of members whose capital contribution has not changed;

c) The transfer contract or documents proving the completion of the transfer;

d) Copies of the individual's legal documents in the case of a new individual member, or copies of the organization's legal documents, copies of the individual's legal documents for the authorized representative, and copies of the document appointing the authorized representative in the case of a new organization member.

For foreign organizations, a copy of the organization's legal documents must be legalized by the consular office.

d) A document from the Investment Registration Authority approving the capital contribution, share purchase, or equity purchase by a foreign investor or economic organization with foreign investment capital, in cases where the registration procedure for capital contribution, share purchase, or equity purchase is required according to the Investment Law.

3. In the case of a change in membership due to inheritance, the business registration dossier includes the following documents:

a) Notice of change of business registration information signed by the legal representative of the enterprise;

b) List of members of a limited liability company with two or more members. The list of members must include the signatures of new members and members whose capital contribution has changed; it is not mandatory to include the signatures of members whose capital contribution has not changed;

c) A copy of the document confirming the legal inheritance rights of the heir;

d) Copies of the individual's legal documents in the case where the heir is an individual, or copies of the organization's legal documents, copies of the individual's legal documents for the authorized representative, and copies of the document appointing the authorized representative in the case where the heir is an organization.

For foreign organizations, a copy of the organization's legal documents must be legalized by the consular office.

4. In the case of registering a change of members due to a member failing to fulfill their capital contribution commitment as stipulated in Article 47 of the Enterprise Law, the business registration dossier shall include the following documents:

a) Notice of change of business registration information signed by the legal representative of the enterprise;

b) List of remaining members of the company. The list of members must include the signatures of members whose capital contributions have changed; it is not mandatory to include the signatures of members whose capital contributions have remained unchanged;

c) Resolutions, decisions, and copies of the minutes of the Board of Members' meeting regarding the change of members due to failure to fulfill capital contribution commitments.

5. Registration of changes in membership due to the donation of capital contributions.

a) In cases where the recipient of the capital contribution falls under the category specified in point a, clause 6, Article 53 of the Enterprise Law, the business registration dossier shall include the documents specified in clause 2 of this Article, in which the transfer contract or documents proving the completion of the transfer shall be replaced by the capital contribution donation contract;

b) In cases where the recipient of the capital contribution falls under the category specified in point b, clause 6, Article 53 of the Enterprise Law, the business registration dossier shall include the documents specified in clause 1 of this Article, in which the document confirming the capital contribution of the new member of the company shall be replaced by a contract for the donation of the capital contribution.

6. Registering changes in membership in cases where a member uses their capital contribution to repay debt.

a) In the case where a company registers a change in members due to a member using their capital contribution to repay debt, and the recipient of the payment is approved by the Board of Members to become a company member as stipulated in point a, clause 7, Article 53 of the Enterprise Law, the business registration dossier shall include the documents specified in clause 1 of this Article, in which the document confirming the capital contribution of the new member of the company is replaced by a loan agreement and documents showing the use of the capital contribution to repay debt;

b) In cases where a company registers a change in membership due to a member using their capital contribution to repay debt, and the recipient of the payment uses that capital contribution to offer for sale and transfer to another party as stipulated in point b, clause 7, Article 53 of the Enterprise Law, the business registration dossier shall include the documents specified in clause 2 of this Article, along with the loan agreement and documents showing the use of the capital contribution to repay debt.

7. In the case of changes in membership due to decisions on company division, separation, merger, or consolidation, the business registration dossier shall include the documents as prescribed in Clause 1 of this Article, in which the document confirming the capital contribution of the new member of the company shall be replaced by the resolution or decision on company division, the resolution or decision on company separation, the documents prescribed in points a and b of Clause 3, Article 25 of this Decree, and the documents prescribed in points a, b, and c of Clause 2, Article 61 of this Decree. The resolution or decision on company division, separation, merger, or consolidation must reflect the transfer of capital contributions in the company to the new member.

8. After receiving the business registration application, the Business Registration Department issues a receipt, checks the validity of the application, and issues a business registration certificate to the business.

Article 53. Registration of changes in ownership of a single-member limited liability company.

1. In the case where the owner of a company transfers all of its charter capital to an individual or organization, the transferee must submit an application for registration of changes to the business registration details to the Business Registration Office where the company's head office is located. The application includes the following documents:

a) Notice of change of ownership of a single-member limited liability company signed by the owner or legal representative of the former owner and the new owner or legal representative of the new owner;

b) Copies of the individual's legal documents in the case where the transferee is an individual, or copies of the organization's legal documents, copies of the individual's legal documents for the authorized representative, and copies of the document appointing the authorized representative in the case where the transferee is an organization.

For owners who are foreign organizations, copies of the organization's legal documents must be legalized by the consular office.

c) A copy of the company's amended and supplemented charter;

d) Contract for the transfer of capital contributions or documents proving the completion of the transfer of capital contributions;

d) A document from the Investment Registration Authority approving the capital contribution, share purchase, or equity purchase by a foreign investor or economic organization with foreign investment capital, in cases where the registration procedure for capital contribution, share purchase, or equity purchase is required according to the Investment Law.

2. In the case of a change in ownership of a single-member limited liability company as decided by a competent authority on the restructuring and reform of state-owned enterprises, the registration dossier for the change shall be prepared in accordance with the provisions of Clause 1 of this Article, in which the transfer contract or documents completing the transfer are replaced by the decision of the competent authority on the change of company ownership.

3. In the case of a single-member limited liability company changing ownership due to inheritance, the heir shall submit the application for registration of changes to the business registration details to the Business Registration Office where the company's head office is located. The application shall include the following documents:

a) Notification of change of ownership of a single-member limited liability company, signed by the new owner or the legal representative of the new owner;

b) A copy of the company's amended and supplemented charter;

c) Copies of the individual's legal documents in the case where the heir is an individual, or copies of the organization's legal documents, copies of the individual's legal documents for the authorized representative, and copies of the document appointing the authorized representative in the case where the heir is an organization.

For owners who are foreign organizations, copies of the organization's legal documents must be legalized by the consular office.

d) A copy of the document confirming the legal inheritance rights of the heir.

4. In the case of a change in ownership of a single-member limited liability company due to the donation of the entire capital contribution, the business 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 by the contract for the donation of the capital contribution.

5. In the case of a change in ownership of a single-member limited liability company due to a decision on division, separation, merger, or consolidation of the company, the business registration dossier shall include the documents as prescribed in Clause 1 of this Article. In this case, the capital contribution transfer contract or documents proving the completion of the capital contribution transfer shall be replaced by a resolution or decision on company division, a resolution or decision on company separation, the documents specified in points a and b of Clause 3, Article 25 of this Decree, and the documents specified in points a, b, and c of Clause 2, Article 61 of this Decree. The resolution or decision on company division, separation, merger, or consolidation must clearly state the transfer of all capital contributions in the single-member limited liability company to the new company.

6. After receiving the business registration application, the Business Registration Department issues a receipt, checks the validity of the application, and issues a business registration certificate to the business.

Article 54. Registration of changes in ownership of private enterprises in cases of sale, donation of the enterprise, or death of the enterprise owner.

1. In case the owner of a private enterprise sells or donates to the enterprise or the owner of a private enterprise dies, the buyer, the giftee, and the heir must submit the application for registration of change of the owner of the private enterprise to the Registration Office. business registration where the enterprise's head office is located. The application includes the following documents:

a) The notice of change in business registration details must be signed by the seller, donor, and buyer, or recipient of the donation of the private enterprise in the case of sale or donation; and by the heir in the case of death of the owner of the private enterprise;

b) Copies of legal documents of the individual for the buyer, recipient of the gift to the private enterprise, or heir;

c) Sales contract or documents proving the completion of the sale in the case of selling a private enterprise; gift contract in the case of gifting a private enterprise; copy of the document confirming the legal inheritance rights of the heir in the case of inheritance.

2. After receiving the business registration application, the Business Registration Department issues a receipt, checks the validity of the application, and issues a business registration certificate to the business.

Article 55. Registration of changes in investment capital of private enterprise owners.

In cases of increasing or decreasing registered investment capital, the owner of a private enterprise must send a Notice of Change in Investment Capital to the Business Registration Office where the enterprise's head office is located. After receiving the business registration application, the Business Registration Office issues a receipt, checks the validity of the application, and issues a Business Registration Certificate to the enterprise.

Article 56. Notification of changes in business lines and activities

1. In case of changes to business lines or activities, the enterprise must send a notification to the Business Registration Office where the enterprise's head office is located. The enterprise registration dossier includes the following documents:

a) Notice of change of business registration information signed by the legal representative of the enterprise;

b) Resolutions, decisions, and copies of meeting minutes of the Board of Members for limited liability companies with two or more members, partnerships; of the General Meeting of Shareholders for joint-stock companies; resolutions and decisions of the company owner for single-member limited liability companies regarding changes in business lines and activities.

2. After receiving the business registration application, the Business Registration Office issues a receipt, checks the validity of the application and the market access conditions for industries and professions with restricted market access for foreign investors as stipulated by investment law, and updates the information on the business's industry and profession in the National Business Registration Database. If the business so requests, the Business Registration Office issues a confirmation certificate regarding the change in business registration details.

Article 57. Notification of changes to information of founding shareholders of unlisted joint-stock companies.

1. Founding shareholders, as stipulated in Clause 4, Article 4 of the Enterprise Law, are shareholders who own at least one common share and sign the List of Founding Shareholders submitted to the Business Registration Office at the time of enterprise establishment registration.

2. The notification of changes to the information of founding shareholders to the Business Registration Office is only required if the founding shareholder has not paid or has only partially paid for the registered shares as stipulated in Article 113 of the Enterprise Law. The enterprise is responsible for notifying the changes to the information of founding shareholders within 30 days from the end of the deadline for full payment of the registered shares.

3. In the event of changes to the information of founding shareholders as stipulated in Clause 2 of this Article, the company shall submit a notification of changes to its business registration to the Business Registration Office where the company's head office is located. The dossier shall include the following documents:

a) Notice of change of business registration information signed by the legal representative of the enterprise;

b) A list of founding shareholders of the joint-stock company, excluding information on founding shareholders who have not yet paid for the shares they registered to purchase.

4. After receiving the business registration application, the Business Registration Office issues a receipt, checks the validity of the application, and updates the information of the founding shareholders in the National Business Registration Database. If the business so requests, the Business Registration Office issues a confirmation certificate regarding the change in business registration details.

Article 58. Notification of changes in foreign investor shareholders in unlisted joint-stock companies.

1. In the case of an unlisted joint-stock company changing its foreign investor shareholders as stipulated in Clause 3, Article 31 of the Enterprise Law, the enterprise shall submit a notification of changes to its business registration to the Business Registration Office where the enterprise's head office is located. The dossier includes the following documents:

a) Notice of change of business registration information signed by the legal representative of the enterprise;

b) List of foreign investor shareholders after changes. The list of foreign investor shareholders must include the signatures of shareholders whose share value has changed; it is not mandatory to include the signatures of shareholders whose share value has not changed;

c) Share transfer agreement or documents proving the completion of the transfer;

d) Copies of the individual's legal documents in the case where the transferee is an individual; copies of the organization's legal documents, copies of the individual's legal documents for the authorized representative, and copies of the document appointing the authorized representative in the case where the transferee is an organization.

For foreign institutional shareholders, copies of the organization's legal documents must be legalized by the consular office.

d) A document from the Investment Registration Authority approving the capital contribution, share purchase, or equity purchase by a foreign investor or economic organization with foreign investment capital, in cases where the registration procedure for capital contribution, share purchase, or equity purchase is required according to the Investment Law.

2. After receiving the business registration application, the Business Registration Office issues a receipt, checks the validity of the application, and updates the information on foreign investor shareholders in the National Business Registration Database. If the business so requests, the Business Registration Office issues a confirmation certificate regarding the change in business registration details.

Article 59. Notification of changes to tax registration information

1. In cases where a business changes its tax registration details but not its business registration details, except for changes in the tax calculation method, the business must send a notification of changes to its business registration details, signed by the legal representative of the business, to the Business Registration Office where the business's head office is located.

2. After receiving the notification, the Business Registration Office issues a receipt, checks the validity of the documents, enters the data into the National Business Registration Information System, and transmits the information to the Tax Registration Information System. If the business so requests, the Business Registration Office issues a confirmation certificate regarding the change in business registration details.

Article 60. Notification of changes to shareholder information of foreign investors, notification of changes to the information of authorized representatives of foreign institutional shareholders, notification of leasing of private enterprises, notification of changes to the information of authorized representatives.

1. Within 3 working days of receiving or changing information regarding the full name, nationality, passport number, contact address, number of shares and type of shares of foreign individual shareholders; the name, enterprise code, head office address, number of shares and type of shares of foreign organizational shareholders; and the full name, nationality, passport number, and contact address of the authorized representative of foreign organizational shareholders, the enterprise shall send a notification of the addition and updating of enterprise registration information to the Business Registration Office where the enterprise is headquartered, as prescribed in Clause 03, Article 176 of the Enterprise Law.

2. Within 03 working days from the effective date of the business lease contract, the owner of the private enterprise must send a notice to lease the private enterprise enclosed with a notarized copy of the lease contract to the Division. Business registration where the enterprise's head office is located according to the provisions of Article 191 of the Law on Enterprises.

3. Within 10 days of any change in the information of the authorized representative of the owner or member of a limited liability company that is an organization, the company shall send a notification to the Business Registration Office where the enterprise is headquartered.

4. After receiving the business registration application as stipulated in Clauses 1, 2, and 3 of this Article, the Business Registration Office shall issue a receipt, verify the validity of the application, and update the business information in the National Database on Business Registration. If the business so requests, the Business Registration Office shall issue a Certificate confirming the change in business registration details to the business.

Article 61. Registration of changes to business registration details for companies undergoing separation or merger.

1. In the case of splitting a limited liability company or a joint-stock company where the split company changes its charter capital, the number of members or shareholders who are foreign investors corresponding to the reduction in capital contribution, shares, or the number of members or shareholders who are foreign investors, the application for changing the business registration details of the split company must include the corresponding documents stipulated in this Chapter and the following documents:

a) Resolutions and decisions on the separation of companies as stipulated in Article 199 of the Enterprise Law;

b) A copy of the minutes of the meeting of the Board of Members for limited liability companies with two or more members, or of the General Meeting of Shareholders for joint-stock companies, regarding the company separation.

2. In the case of merging one or more companies into another company, the application for changes to the business registration of the acquiring company must include the corresponding documents specified in this Chapter and the following documents:

a) Merger agreement as stipulated in Article 201 of the Enterprise Law;

b) Resolutions and decisions approving the merger agreement and copies of the minutes of the meeting of the Board of Members for limited liability companies with two or more members, partnerships, or of the General Meeting of Shareholders for joint-stock companies regarding the approval of the merger agreement of the acquiring company;

c) Resolutions and decisions approving the merger agreement and copies of the minutes of the meeting of the Board of Members for limited liability companies with two or more members, partnerships, or of the General Meeting of Shareholders for joint-stock companies approving the merger agreement of the merged company, except in cases where the acquiring company is a member or shareholder owning more than 65% of the charter capital for limited liability companies, partnerships, or shares with voting rights for joint-stock companies of the merged company.

3. After receiving the business registration application, the Business Registration Department issues a receipt, checks the validity of the application, and issues a Business Registration Certificate and a Confirmation of Changes to the Business Registration Information to the enterprise.

Article 62. Registration of changes to the registration details of branches, representative offices, and business locations.

1. Before registering a change of address for a branch or representative office that results in a change of the tax authority responsible for its management, the enterprise must complete the tax procedures with the relevant tax authority regarding the relocation as prescribed by tax law.

2. When changing the registered details of a branch, representative office, or business location, the enterprise must send a Notice of Change in Registered Details of the Branch, Representative Office, or Business Location to the Business Registration Office where the branch, representative office, or business location is situated. In the case of a change in the head of the branch or representative office, the notice must be accompanied by a copy of the legal documents of the individual who will be the head of the branch or representative office.

Upon receiving the notification from the business, the Business Registration Office issues a receipt, verifies the validity of the application, updates the registration information of the branch, representative office, or business location in the National Business Registration Database, and issues a Certificate of Registration for the branch, representative office, or business location within 03 working days from the date of receiving a valid application. If the business so requests, the Business Registration Office may issue a confirmation certificate regarding the changes to the registration information of the branch, representative office, or business location.

3. In the case of relocating a branch, representative office, or business location to a different province or centrally-governed city from where the branch, representative office, or business location was originally registered, the enterprise must send a Notice of Change in Registration Details of the Branch, Representative Office, or Business Location to the Business Registration Office in the province or city where the branch, representative office, or business location is relocated to.

Upon receiving the notification from the business, the Business Registration Office where the branch, representative office, or business location moves to will issue a receipt, verify the validity of the documents, and issue a Certificate of Registration for the branch, representative office, or business location.

4. After a 100% state-owned enterprise is granted a Certificate of Business Registration and successfully converts into a limited liability company or a joint-stock company, its branches, representative offices, and business locations shall register changes to their business registration details in accordance with the provisions of this Article.

5. After a limited liability company is converted into a joint-stock company and vice versa, or a private enterprise is converted into a limited liability company, joint-stock company, or partnership, the branches, representative offices, and business locations of the aforementioned enterprises shall register changes to their business registration details in accordance with the provisions of this Article.

Article 63. Updating and supplementing information in business registration records.

1. When registering or notifying changes to business registration details, businesses are responsible for adding missing information about their business phone number to the application. If the business fails to add the phone number, the registration application or notification of changes to business registration details will be considered invalid.

2. Businesses are obligated to update and supplement information in their Business Registration Certificate and business registration documents as stipulated in Clause 3, Article 8 of the Enterprise Law, as follows:

a) In cases where a business updates or supplements information in its business registration dossier, resulting in changes to the content of the Business Registration Certificate, but these changes do not fall under the cases for registering changes to business registration content stipulated from Article 47 to Article 55 of this Decree, the business shall send a notification requesting the update or supplementation of business registration information to the Business Registration Office where the business is headquartered. The Business Registration Office shall receive the notification, review its validity, and issue a Business Registration Certificate to the business;

b) In cases where a business only updates or supplements information in its business registration file without changing the content of the Business Registration Certificate and does not fall under the cases for notifying changes to business registration content as stipulated in Articles 56 to 60 of this Decree, the business shall send a notification requesting the updating or supplementation of business registration information to the Business Registration Office where the business is headquartered. The Business Registration Office shall add the information to the business's file and update the information in the National Database on Business Registration.

3. Businesses are not required to pay registration fees in cases where they update or supplement information regarding their telephone number, fax number, email address, website, or business address due to changes in administrative boundaries and in cases specified in point b, clause 2 of this Article.

Article 64. Business registration dossier in cases where the business adopts a decision through written consultation.

In cases where the Board of Members of a limited liability company or the General Meeting of Shareholders, or the Board of Directors of a joint-stock company adopts resolutions and decisions through written consultation as prescribed by the Enterprise Law, the copy of the meeting minutes in the business registration dossier as stipulated in this Decree shall be replaced by a copy of the vote counting report of the Board of Members for a limited liability company or the vote counting minutes of the Board of Directors or General Meeting of Shareholders for a joint-stock company.

Article 65. Cases where registration or notification of changes to business registration is not permitted.

1. Businesses are not allowed to register or notify changes to their business registration in the following cases:

a) The Business Registration Office has issued a Notice regarding the violation of the business that falls under the cases for revocation of the Business Registration Certificate, or has issued a Decision to revoke the Business Registration Certificate;

b) Currently undergoing dissolution according to the company's dissolution decision;

c) At the request of the Court or the Enforcement Agency or the Investigation Agency, the Head, Deputy Head of the Investigation Agency, or the Investigator as prescribed in the Criminal Procedure Code;

d) The business is in a legal status of "No longer conducting business at the registered address".

2. Businesses may continue to register and notify changes to their business registration in the following cases:

a) Measures have been taken to remedy the violations as required in the Notice of Violations by the Enterprise that fall under the case of revocation of the Business Registration Certificate, and these measures have been accepted by the Business Registration Office;

b) It is necessary to register changes to certain aspects of the business registration to facilitate the dissolution process and complete the dissolution dossier as required. In this case, the registration change dossier must include a written explanation from the business regarding the reasons for registering the changes;

c) There must be written consent from the organizations or individuals submitting the request as stipulated in point c, clause 1 of this Article, regarding permission to continue registering changes to the business registration details;

d) The business's legal status has been changed from "No longer operating at the registered address" to "Operating".

Chapter VII

DOCUMENTS, PROCEDURES, AND PROCESSES FOR REGISTERING FOR TEMPORARY SUSPENSION OF BUSINESS OPERATIONS, RE-ISSUING BUSINESS REGISTRATION CERTIFICATES, DISSOLVING BUSINESSES, AND REVOKING BUSINESS REGISTRATION CERTIFICATES

Article 66. Registration for temporary suspension of business operations and resumption of business operations before the announced deadline for enterprises, branches, representative offices, and business locations.

1. In cases where a business, branch, representative office, or business location temporarily suspends operations or resumes operations before the announced deadline, the business must send a notification to the Business Registration Office where the business, branch, representative office, or business location is headquartered at least 03 working days before the date of temporary suspension or resumption of operations. If the business, branch, representative office, or business location wishes to continue the temporary suspension after the announced deadline, it must notify the Business Registration Office at least 03 working days before the date of continued suspension. The duration of each temporary suspension notification shall not exceed one year.

2. In cases where a business temporarily suspends operations, the notification must be accompanied by a resolution, decision, and a copy of the meeting minutes of the Board of Members for limited liability companies with two or more members, partnerships, or the Board of Directors for joint-stock companies; or a resolution or decision of the company owner for single-member limited liability companies regarding the temporary suspension of business.

3. After receiving the business registration application, the Business Registration Department issues a receipt, checks the validity of the application, and issues a confirmation certificate regarding the temporary suspension of business operations by the enterprise, branch, representative office, or business location, or a confirmation certificate regarding the resumption of business operations before the announced deadline, within 03 working days from the date of receiving a valid application.

4. In cases where a business registers for temporary suspension of operations, the Business Registration Office updates the legal status of the business and the status of all its branches, representative offices, and business locations in the National Business Registration Database to temporary suspension of operations.

5. Businesses may request to register for continued business operations before the announced deadline, simultaneously with registering for continued business operations before the announced deadline for their branches, representative offices, and business locations. The Business Registration Office will update the legal status of the business simultaneously with the status of its branches, representative offices, and business locations in the National Business Registration Database.

Article 67. Temporary suspension of business, cessation of operations, and termination of business at the request of competent state agencies.

1. In cases where the Business Registration Office receives a document from a competent state agency stating that an enterprise is operating in a conditional investment or business sector, or a sector with conditional market access for foreign investors, but does not meet the conditions stipulated by law, the Business Registration Office shall issue a notice requiring the enterprise to temporarily suspend or terminate business in the conditional investment or business sector or sector with conditional market access for foreign investors. If the enterprise does not temporarily suspend or terminate business in the conditional investment or business sector or sector with conditional market access for foreign investors as requested, the Business Registration Office shall require the enterprise to report as prescribed in point c, clause 1, Article 216 of the Enterprise Law.

2. Within 03 working days from the date the Business Registration Office receives a document from a competent state agency regarding the enterprise being required by a competent state agency to temporarily suspend business, cease operations, terminate business, or complete the execution of a penalty or judicial measure as prescribed by specialized laws, the Business Registration Office shall update the information in the National Database on Business Registration and publish it on the National Business Registration Portal.

Article 68. Reissuance of Business Registration Certificate, Confirmation of Changes to Business Registration Content

1. In cases where a business needs a replacement Business Registration Certificate, a confirmation of changes to business registration details, a branch or representative office registration certificate, or a confirmation of changes to branch or representative office registration details due to loss, fire, tearing, damage, or other destruction, the business shall submit a written request for replacement to the Business Registration Office where the business's head office is located. The Business Registration Office shall consider the request for replacement within 03 working days from the date of receipt of the written request.

2. In cases where a business needs a replacement Business Location Registration Certificate or a confirmation of changes to the business location registration due to loss, fire, tearing, damage, or destruction in any other form, the business or its branch with the business location shall send a written request for re-issuance to the Business Registration Office where the business location is situated. The Business Registration Office shall consider re-issuing the certificate within 03 working days from the date of receipt of the written request.

Article 69. Handling cases of business registration granted incorrectly in terms of documents, procedures, or where the information declared in the business registration application is untruthful or inaccurate.

1. Cases where business registration is granted without proper documentation, procedures, or formalities as prescribed by regulations.

a) In cases where the business registration is issued incorrectly according to regulations, the Business Registration Office will send a notification to the business and reissue the registration in accordance with the prescribed procedures;

b) In cases where the business registration certificate is issued with incorrect documentation as prescribed, the Business Registration Office shall notify the business that the incorrectly issued business registration certificate is invalid and require the business to complete and submit valid documentation within 30 days from the date of notification for consideration of issuing a new business registration certificate. The business may combine the legally valid changes from subsequent registrations and change notifications into a single set of documents to obtain a new registration certificate.

c) In cases where the registration of changes to business registration details and other registrations and notifications are not in accordance with regulations, the Business Registration Office shall notify that the approved business registration details are invalid and, at the same time, issue a Business Registration Certificate, Confirmation of Changes to Business Registration Details, and other registrations and notifications based on the valid documents from the most recent prior application. The Business Registration Office shall send a notification requesting the business to complete and submit valid documents within 30 days from the date of sending the notification for consideration of issuing the Business Registration Certificate, Confirmation of Changes to Business Registration Details, and other registrations and notifications. The business may combine the legitimate changes from subsequent registrations and notifications into a single set of documents to obtain a new registration of changes.

2. In cases where the information declared in the business registration application is untrue or inaccurate.

a) If the information declared in the business registration application is untruthful or inaccurate, the Business Registration Office will notify the competent state agency to handle the matter according to the law. Simultaneously, the Business Registration Office will notify that the Business Registration Certificate issued based on an application with untruthful or inaccurate information is invalid. The business will be required to complete and resubmit the application within 30 days from the date of notification for consideration of issuing a Business Registration Certificate or a Confirmation of Changes to the Business Registration. The business may combine the legitimate changes from subsequent registrations and notifications into a single application to obtain a new registration.

If a business fails to complete and resubmit its application as required, the Business Registration Office will request the business to report as stipulated in point c, clause 1, Article 216 of the Enterprise Law;

b) If the information declared in the application for changes to business registration is untrue or inaccurate, the Business Registration Office shall notify the competent state agency to handle the matter in accordance with the law, and at the same time notify that the issued Business Registration Certificate or Confirmation of Changes to Business Registration is invalid and issue a new Business Registration Certificate or Confirmation of Changes to Business Registration based on the most recent valid application.

The Business Registration Office hereby notifies businesses that they must complete and resubmit the required documents within 30 days from the date of this notification in order to be considered for the issuance of a Business Registration Certificate or a Confirmation of Changes to Business Registration Information. Businesses may combine the legally valid changes from subsequent registrations and change notifications into a single set of documents to obtain a new registration amendment.

3. The handling of cases involving the issuance of Certificates of Registration for Branches, Representative Offices, Business Locations, or Confirmation of Changes to the Registration of Branches, Representative Offices, or Business Locations that are not in accordance with the application, procedures, or where the information declared in the application is untruthful or inaccurate shall be carried out in accordance with the provisions of Clauses 1 and 2 of this Article.

Article 70. Registration of enterprise dissolution in cases stipulated in points a, b, and c of Clause 1, Article 207 of the Enterprise Law.

The registration of business dissolution as stipulated in points a, b, and c of Clause 1, Article 207 of the Enterprise Law shall be carried out according to the following procedures:

1. Within 07 working days from the date of adoption of the resolution or decision on dissolution as stipulated in Clause 1, Article 208 of the Enterprise Law, the enterprise shall send a notice of dissolution to the Business Registration Office where the enterprise's head office is located. The notice must be accompanied by the following documents:

a) Resolutions, decisions, and meeting minutes of the Board of Members for limited liability companies with two or more members, partnerships; of the General Meeting of Shareholders for joint-stock companies; resolutions and decisions of the company owner for single-member limited liability companies regarding the dissolution of the enterprise;

b) Debt settlement plan (if any).

2. Within one working day from the date of receiving the notification of business dissolution, the Business Registration Office must publish the documents specified in Clause 1 of this Article and notify the status of the business undergoing dissolution procedures on the National Business Registration Portal, change the legal status of the business in the National Business Registration Database to "undergoing dissolution procedures," and send information about the business dissolution to the Tax Authority. The business shall complete its tax obligations with the Tax Authority in accordance with the Law on Tax Administration.

3. Within 05 working days from the date of full payment of all debts of the enterprise, the enterprise shall submit the enterprise dissolution registration dossier to the Business Registration Office where the enterprise's head office is located. The enterprise dissolution registration dossier includes the documents specified in Clause 1, Article 210 of the Enterprise Law.

4. Before submitting the application for business dissolution, the business must complete the procedure for terminating the operations of its branches, representative offices, and business locations at the Business Registration Office where the branches, representative offices, and business locations are situated.

5. After receiving the business dissolution registration application, the Business Registration Office sends information about the business's dissolution registration to the Tax Authority. Within 02 working days from the date of receiving the information from the Business Registration Office, the Tax Authority sends its opinion on the business's fulfillment of tax obligations to the Business Registration Office. Within 05 working days from the date of receiving the business dissolution registration application, the Business Registration Office changes the legal status of the business in the National Business Registration Database to "dissolved" unless it receives a refusal opinion from the Tax Authority, and simultaneously issues a notice of the business's dissolution.

6. After 180 days from the date the Business Registration Office receives the notification accompanied by the resolution or decision on the dissolution of the enterprise, if the Business Registration Office does not receive the enterprise's dissolution registration dossier and written objections from relevant parties, the Business Registration Office shall change the legal status of the enterprise in the National Database on Business Registration to "dissolved", send information about the enterprise's dissolution to the Tax Authority, and simultaneously issue a notice of the enterprise's dissolution within 03 working days from the end of the aforementioned period.

7. Within 180 days from the date of receiving the notification accompanied by the resolution or decision on dissolution as stipulated in Article 208 of the Enterprise Law, and if the Business Registration Office has not yet changed the legal status of the enterprise to "dissolved" in the National Database of Enterprise Registration, and the enterprise does not proceed with the dissolution, the enterprise shall send a notification of the cancellation of the resolution or decision on dissolution to the Business Registration Office where the enterprise's head office is located. The notification must be accompanied by the resolution or decision of the owner of the company (for single-member limited liability companies), of the Board of Members (for multi-member limited liability companies and partnerships), or of the General Meeting of Shareholders (for joint-stock companies) regarding the cancellation of the resolution or decision on dissolution. Within 03 working days from the date of receiving notification of the cancellation of the resolution or decision to dissolve the enterprise, the Business Registration Office must publish the notification and the resolution or decision on the cancellation of the resolution or decision to dissolve the enterprise on the National Portal for Business Registration, restore the legal status of the enterprise on the National Information System for Business Registration, and send information on the cancellation of the resolution or decision to dissolve the enterprise to the Tax Authority.

8. For businesses using seals issued by the police, the business is responsible for returning the seal and the Certificate of Seal Registration to the police as prescribed when carrying out dissolution procedures.

Article 71. Registration of business dissolution in case of revocation of the Business Registration Certificate or by court decision.

1. Within one working day from the date of the decision to revoke the Business Registration Certificate or receiving a legally effective court decision, the Business Registration Office shall publish the decision and notify the status of the business undergoing dissolution procedures on the National Business Registration Portal, change the business's status in the National Business Registration Database to "undergoing dissolution procedures," and send information about the business dissolution to the Tax Authority, except in cases where the business's Business Registration Certificate is revoked to implement coercive measures at the request of the Tax Authority.

2. Within 05 working days from the date of full payment of all debts of the enterprise, the legal representative of the enterprise shall submit the enterprise dissolution registration dossier to the Business Registration Office where the enterprise's head office is located. The dossier, procedures, and process for enterprise dissolution registration shall be carried out in accordance with the provisions of Clauses 3, 4, and 5 of Article 70 of this Decree.

3. After 180 days from the date the Business Registration Office announces the dissolution status of the enterprise on the National Business Registration Portal, if the Business Registration Office does not receive the enterprise's dissolution registration documents and written objections from relevant parties, the Business Registration Office shall change the legal status of the enterprise in the National Business Registration Database to "dissolved," send information about the enterprise's dissolution to the Tax Authority, and issue a notice of the enterprise's dissolution within 03 working days from the end of the aforementioned period.

Article 72. Termination of operations of branches, representative offices, and business locations.

1. Before announcing the closure of a branch, representative office, or business location, the enterprise, branch, or representative office must register with the Tax Authority to fulfill its tax obligations as prescribed by tax law.

2. Within 10 days from the date of the decision to terminate the operation of a branch, representative office, or business location, the enterprise shall send a Notice of Termination of Operation of the branch, representative office, or business location to the Business Registration Office where the branch, representative office, or business location is located. In the case of termination of operation of a branch or representative office, the notice must be accompanied by a resolution, decision, and a copy of the meeting minutes of the Board of Members for limited liability companies with two or more members, partnerships, or of the Board of Directors for joint-stock companies; or a resolution or decision of the company owner for single-member limited liability companies regarding the termination of operation of the branch or representative office.

3. After receiving the application for termination of operations of a branch, representative office, or business location, the Business Registration Department sends information about the termination of operations of the branch, representative office, or business location to the Tax Authority. Within 02 working days from the date of receiving the information from the Business Registration Department, the Tax Authority sends its opinion on the completion of tax payment obligations of the branch, representative office, or business location to the Business Registration Department. Within 05 working days from the date of receiving the application for termination of operations of the branch, representative office, or business location, the Business Registration Department terminates the operations of the branch, representative office, or business location in the National Database on Business Registration if no objection is received from the Tax Authority, and simultaneously issues a notice of termination of operations of the branch, representative office, or business location.

4. The termination of operations of a branch or representative office of an enterprise abroad shall be carried out in accordance with the laws of that country. Within 30 days from the date of official termination of operations of the branch or representative office abroad, the enterprise shall send a written notice of termination of operations of the branch or representative office abroad to the Business Registration Office where the enterprise's head office is located. The Business Registration Office shall update the enterprise's information in the National Database of Enterprise Registration within 03 working days from the date of receiving the notice.

Article 73. Termination of the existence of a divided company, a merged company, or a company acquired.

1. After a company is divided, merged, or acquired, the acquiring company is granted business registration. The company that was divided, merged, or acquired then transitions to its current legal status as having been divided, merged, or acquired. The Business Registration Office where the company that was divided, merged, or acquired has its head office sends the information to the Tax Authority. The Tax Authority is responsible for sending information to the Business Registration Office regarding the completion of tax settlement and the transfer of tax obligations by the enterprise.

2. Within one working day from the date of receiving information from the Tax Authority regarding the completion of tax settlement and transfer of tax obligations by the company being divided, merged, or acquired, the Business Registration Office where the divided, merged, or acquired company has its head office shall update the legal status of these companies in the National Database of Business Registration to "ceased to exist" according to the procedure on the National Information System on Business Registration.

3. The Business Registration Office shall terminate the existence of branches, representative offices, and business locations of companies that are divided, merged, or acquired before terminating the existence of these companies in the National Business Registration Database according to the procedures on the National Business Registration Information System.

4. If, after the merger, the business registration details of the acquiring company remain unchanged, within 10 working days from the date of completion of the merger, the acquiring company shall send a written notice to the Business Registration Office where the acquiring company's head office is located to terminate the existence of the merged company. The notice must be accompanied by the documents specified in points a and b of Clause 2, Article 61 of this Decree.

5. In cases where a company is divided, merged, or acquired and its head office is located outside the province or centrally-governed city where the head office of the divided, merged, or acquired company is located, the Business Registration Office where the divided, merged, or acquired company is located shall send information to the Business Registration Office where the head office of the divided, merged, or acquired company is located to terminate the existence of these companies in the National Database of Business Registration according to the procedure on the National Business Registration Information System.

Article 74. Determining whether the information declared in the business registration application is fraudulent.

1. If there is evidence to determine that the information declared in the business registration application is fraudulent, the organization or individual has the right to request the Business Registration Office to revoke the Business Registration Certificate and is responsible for providing the Business Registration Office with one of the necessary documents as prescribed in Clause 2 of this Article.

2. Documents identifying the information declared in the business registration application as fraudulent include:

a) A forged copy of the document issued by the competent state agency responding to a document issued by that agency;

b) A copy of the police agency's response stating that the information declared in the business registration application is fraudulent.

3. In cases where it is necessary to determine whether the information declared in the business registration application is fraudulent, as a basis for revoking the Business Registration Certificate as stipulated in point a, clause 1, Article 212 of the Enterprise Law, the Business Registration Office shall send a document along with the business registration application to the agencies specified in points a and b, clause 2 of this Article. These agencies are responsible for responding in writing to the Business Registration Office regarding the results of the determination as requested by the Business Registration Office within 30 days from the date of receiving the request. Based on the conclusions of the aforementioned agencies, the Business Registration Office shall revoke the Business Registration Certificate according to the procedures stipulated in clause 1, Article 75 of this Decree if the information declared in the business registration application is fraudulent.

Article 75. Procedures for revoking the Certificate of Business Registration

1. In cases where the information declared in the business registration application is fraudulent.

a) If the information declared in the application for new business establishment is fraudulent, the Business Registration Office shall issue a notice regarding the violation committed by the business and simultaneously issue a decision to revoke the Business Registration Certificate;

b) In cases where the application for changes to business registration details or the notification of changes to business registration details is forged, the Business Registration Office shall issue a notice regarding the enterprise's violation and a decision to cancel the changes to business registration details made based on the forged information. A new Business Registration Certificate or Confirmation of Changes to Business Registration Details shall be issued based on the most recent valid application. The Business Registration Office shall require the enterprise to resubmit the application for consideration of the issuance of the Business Registration Certificate or Confirmation of Changes to Business Registration Details. The enterprise may combine the legitimate changes from subsequent registrations or notifications into a single application to obtain a new registration of changes.

c) The Business Registration Office shall notify the competent state agency about the fraudulent declaration of business registration documents for consideration and handling in accordance with the law.

2. In case a registered enterprise has individuals or organizations that are prohibited from establishing an enterprise according to the provisions of Clause 2, Article 17 of the Law on Enterprises

a) For private enterprises and limited liability companies with one member owned by an individual: The Business Registration Office where the enterprise is registered shall issue a notice of the violation and simultaneously issue a decision to revoke the Business Registration Certificate;

b) For limited liability companies with two or more members, single-member limited liability companies owned by organizations, joint-stock companies, and partnerships: The Business Registration Office where the enterprise is registered shall issue a written notice requiring the enterprise to change the members or shareholders who are ineligible to establish a business within 30 days from the date of the notice. If the enterprise fails to register the change of members or shareholders within the aforementioned period, the Business Registration Office shall issue a notice of violation and simultaneously issue a decision to revoke the Business Registration Certificate.

3. If a business ceases operations for one year without notifying the Business Registration Authority and the Tax Authority, the Business Registration Office shall issue a written notice regarding the violation and request the legal representative of the business to appear at the Office's headquarters for explanation. If, after 10 working days from the end of the deadline specified in the notice, the person requested does not appear or the explanation is not accepted, the Business Registration Office shall issue a decision to revoke the Business Registration Certificate.

4. If an enterprise fails to submit the report as prescribed in point c, clause 1, Article 216 of the Enterprise Law, within 10 working days from the end of the deadline specified in point d, clause 1, Article 212 of the Enterprise Law, the Business Registration Office shall send a written notice regarding the violation and request the legal representative of the enterprise to come to the Office's headquarters to provide an explanation. After 10 working days from the end of the deadline specified in the notice, if the person requested does not appear or the explanation is not accepted, the Business Registration Office shall issue a decision to revoke the Enterprise Registration Certificate.

5. In cases where the Court decides to revoke the Business Registration Certificate, the Business Registration Office shall issue a decision to revoke the Business Registration Certificate based on the Court's decision within 03 working days from the date the Business Registration Office receives the Court's decision.

6. In cases where the Business Registration Office receives a written request from a competent state agency to revoke the Business Registration Certificate in accordance with the law, the Business Registration Office shall revoke the Business Registration Certificate according to the procedures stipulated in Clause 3 of this Article.

7. The Business Registration Office is responsible for coordinating with the relevant state management agencies in considering the explanations specified in Clauses 3 and 4 of this Article.

8. After receiving the decision to revoke the Business Registration Certificate, the enterprise shall carry out the dissolution procedures as prescribed in Article 209 of the Enterprise Law, except in cases where the enterprise's Business Registration Certificate is revoked to implement coercive measures at the request of the Tax Administration.

9. Information regarding the revocation of the Business Registration Certificate must be entered into the National Business Registration Information System and sent to the Tax Authority within one working day from the date of the decision to revoke the Business Registration Certificate.

10. Within 02 working days from the date of notification of the enterprise's violation that falls under the case for revocation of the Business Registration Certificate or the issuance of a decision to revoke the Business Registration Certificate, the Business Registration Office shall send the aforementioned notification and decision to the enterprise's head office address and publish the information on the National Portal for Business Registration.

11. Enterprises operating under an Investment License, Investment Certificate (which also serves as a Business Registration Certificate), or other legally equivalent documents may have their business registration revoked in the cases stipulated in Clause 1, Article 212 of the Enterprise Law. The revocation process and procedures shall be carried out in accordance with Clauses 1, 2, 3, 4, 5, and 6 of this Article. The Business Registration Office shall issue a decision to revoke the business registration without revoking the Investment License, Investment Certificate (which also serves as a Business Registration Certificate), or other legally equivalent documents. The handling of investment project content on the Investment License, Investment Certificate (which also serves as a Business Registration Certificate), or other legally equivalent documents shall be carried out in accordance with the provisions of the law on investment.

The Business Registration Office shall send the decision on withdrawal to the Investment Registration Authority for coordination in the state management of the enterprise.

Article 76. Restoration of the legal status of an enterprise after the revocation of its business registration certificate.

1. The Business Registration Office shall issue a decision to revoke the decision to withdraw the Business Registration Certificate and simultaneously restore the legal status of the enterprise on the National Information System on Business Registration in the following cases:

a) The Business Registration Office determines that the enterprise does not fall under the cases requiring the revocation of its Business Registration Certificate;

b) The Business Registration Office receives a document from the Tax Authority requesting the restoration of the business's legal status after its Business Registration Certificate was revoked due to tax debt enforcement, in cases where the business has not yet changed its legal status to dissolved in the National Business Registration Database.

2. The Business Registration Office is responsible for deciding to revoke the decision to withdraw the Business Registration Certificate and restoring the legal status of the business in the National Business Registration Database.

3. Within 01 working day from the date of issuance of the decision to cancel the decision on revocation of the Certificate of Business Registration, the Business Registration Office shall send the above decision to the address of the head office of the enterprise. Timely send information about the cancellation of the decision to revoke the Certificate of Business Registration and restore the legal status of the enterprise to the Tax Authority, and post the decision on the National Business Registration Portal.

Article 77. Revocation of the Certificate of Registration of Branches and Representative Offices

1. Branches and representative offices will have their Certificates of Registration revoked in the following cases:

a) The information declared in the application for registration of a branch or representative office is fraudulent;

b) The branch or representative office stops operating for 01 year without notifying the Business Registration Office and the tax authority;

c) By decision of the Court, or by request of a competent authority as prescribed by law.

2. In case the information declared in the application for registration of establishment of a new branch or representative office is forged, the Business Registration Office shall issue a notice of the enterprise's violation and issue a decision to revoke the Certificate. Certificate of operation registration of branches and representative offices.

If the application for changes to the registration details of a branch or representative office is fraudulent, the Business Registration Department will issue a notice regarding the enterprise's violation and a decision to cancel the changes to the branch or representative office's registration details made based on the fraudulent information. A new Certificate of Registration for the branch or representative office, or a Confirmation of Changes to the Registration Details, will be issued based on the most recent valid application. Simultaneously, the competent authority will be notified for consideration and handling in accordance with the law. The Business Registration Department will require the enterprise to resubmit the application for consideration and issuance of the Certificate of Registration for the branch or representative office, or the Confirmation of Changes to the Registration Details. The enterprise may combine the legitimate changes from subsequent registrations or notifications into a single application to obtain a new registration.

3. In cases where a branch or representative office ceases operations for one year without notification, the Business Registration Department shall notify the violation in writing and request the legal representative of the enterprise to appear at the Department's headquarters for explanation. If, after 10 working days from the end of the notification period, the person requested does not appear or the explanation is not accepted, the Business Registration Department shall issue a decision to revoke the Certificate of Registration of the branch or representative office.

4. In cases where the Court decides to revoke the Certificate of Registration of a branch or representative office, the Business Registration Department shall issue a decision to revoke the Certificate of Registration of the branch or representative office based on the Court's decision.

5. In cases where the Business Registration Office receives a written request from a competent state agency to revoke the Certificate of Registration of a branch or representative office in accordance with the law, within 10 working days from the date of receiving the request, the Business Registration Office shall revoke the Certificate of Registration of the branch or representative office in accordance with the procedures stipulated in Clause 3 of this Article.

6. Branches and representative offices operating under Investment Licenses, Investment Certificates (which also serve as Business Registration Certificates), or other legally equivalent documents, or Certificates of Registration of Branches and Representative Offices issued by the Investment Registration Authority, shall have their registration revoked in the cases specified in Clause 1 of this Article. The revocation process shall be carried out in accordance with Clauses 2, 3, 4, and 5 of this Article. The Business Registration Office shall issue a decision to revoke the business registration without revoking the Investment License, Investment Certificate (which also serves as Business Registration Certificate), or other legally equivalent documents, or Certificates of Registration of Branches and Representative Offices issued by the Investment Registration Authority. The processing of investment project content on the Investment License, Investment Certificate (which also serves as the Business Registration Certificate), or other legally equivalent documents shall be carried out in accordance with the provisions of investment law.

The Business Registration Office sends the revocation decision to the Investment Registration Authority for coordinated state management.

7. Within two working days from the date of notification of the violation by the branch or representative office that falls under the case of revocation of the Branch or Representative Office Registration Certificate, and the decision to revoke the Branch or Representative Office Registration Certificate, the Business Registration Department shall send the aforementioned notification and decision to the head office address of the enterprise and publish the information on the National Business Registration Portal.

8. Information regarding the revocation of the Certificate of Registration of a branch or representative office must be entered into the National Business Registration Information System and sent to the Tax Authority within one working day from the date of the decision to revoke the Certificate of Registration of the branch or representative office.

9. The Business Registration Office shall issue a decision to revoke the decision to withdraw and reinstate the Certificate of Registration of Branch or Representative Office in the following cases:

a) The Business Registration Office determines that the branch or representative office does not fall under the cases requiring the revocation of the Branch or Representative Office Registration Certificate;

b) The Business Registration Office receives a document from the Tax Authority requesting the cancellation of the decision to revoke and reinstate the Certificate of Registration of Branch or Representative Office after the Certificate of Registration of Branch or Representative Office was revoked due to tax debt enforcement.

The Business Registration Office is responsible for deciding on the cancellation of the revocation decision and the reinstatement of the Branch/Representative Office Registration Certificate. Within one working day from the date of issuing the decision to cancel the revocation and reinstate the Branch/Representative Office Registration Certificate, the Business Registration Office shall send the aforementioned decision to the enterprise's head office address, publish the decision on the National Business Registration Portal, and simultaneously send information about the cancellation of the revocation and reinstatement of the Branch/Representative Office Registration Certificate to the Tax Authority.

10. Businesses must complete the procedures for terminating the operation of their branches and representative offices within 15 days from the date of the decision to revoke the Certificate of Registration of the branch or representative office, except in cases where the branch or representative office's Certificate of Registration is revoked due to enforcement of tax debt.

Article 78. Procedures for publishing decisions to open bankruptcy proceedings and decisions declaring a business bankrupt issued by the Court.

1. Within 03 working days from the date of receiving the court's decision to open bankruptcy proceedings, the Business Registration Office shall publish the decision on the National Business Registration Portal and change the legal status of the enterprise in the National Business Registration Database to "in bankruptcy proceedings".

2. Within 03 working days from the date of receiving the court's decision declaring the enterprise bankrupt, the Business Registration Office shall publish the decision on the National Business Registration Portal and change the legal status of the enterprise in the National Business Registration Database to "bankrupt".

Chapter VIII

HOUSEHOLD BUSINESSES AND BUSINESS REGISTRATION

Article 79. Household businesses

1. A household business is established by an individual or members of a household who are liable for the business activities of the household with all their assets. If members of a household register a household business, they may authorize one member to act as their representative. The individual registering the household business, or the person authorized by the household members to act as their representative, is the head of the household business.

2. Households engaged in agriculture, forestry, fisheries, salt production, and those selling goods on the street, snacks, itinerant traders, mobile businesses, seasonal businesses, and service providers with low incomes are not required to register as business households, except in cases where the business involves conditional investment and business activities. The People's Committee of the province or centrally-governed city shall stipulate the low income threshold applicable within its locality.

Article 80. Right to establish a business household and obligation to register a business household.

1. Individuals and household members who are Vietnamese citizens with full legal capacity as prescribed by the Civil Code have the right to establish a business household as prescribed in this Chapter, except for the following cases:

a) Minors; persons with limited legal capacity; persons who have lost their legal capacity; persons with difficulties in understanding and controlling their behavior;

b) Persons who are being prosecuted for criminal offenses, are being held in temporary detention, are serving prison sentences, are undergoing administrative sanctions at compulsory rehabilitation centers or compulsory education facilities, or are prohibited by the Court from holding certain positions, practicing certain professions, or performing certain jobs;

c) Other cases as prescribed by relevant laws.

2. Individuals and household members as stipulated in Clause 1 of this Article may only register one business household nationwide and are entitled to contribute capital, purchase shares, or purchase capital contributions in enterprises in their individual capacity.

3. Individuals and household members registering as household businesses are not allowed to simultaneously be the owners of private enterprises or partners in partnerships, except with the unanimous consent of the remaining partners.

Article 81. Rights and obligations of business owners and household members participating in business registration.

1. The business owner fulfills tax obligations, financial obligations, and conducts business activities in accordance with the law.

2. The business owner represents the business as the person requesting the resolution of civil matters, as plaintiff, defendant, or party with related rights and obligations before arbitration panels, courts, and other rights and obligations as prescribed by law.

3. The business owner may hire others to manage and operate the business. In this case, the business owner and the household members registered as business owners remain responsible for debts and other financial obligations arising from the business activities.

4. The business owner and household members participating in the business registration are responsible for the business activities of the household.

5. Other rights and obligations as prescribed by law.

Article 82. Business Registration Certificate

1. A business registration certificate is issued to business households established and operating in accordance with the provisions of this Decree. A business household is granted a business registration certificate when it meets the following conditions:

a) The registered business sector or profession is not prohibited from investment or business activities;

b) The name of the business household is chosen in accordance with the regulations in Article 88 of this Decree;

c) Having a valid business registration file;

d) Pay all required business registration fees.

2. The business registration certificate is issued based on the information in the business registration application file, which is self-declared by the business founder, who is solely responsible for its accuracy.

3. The information on the Business Registration Certificate is legally valid from the date of issuance, and the business household has the right to conduct business from the date of issuance, except in cases where the business is in a conditional investment sector. If the business household registers its commencement date after the date of issuance of the Business Registration Certificate, the business household has the right to conduct business from the date of registration, except in cases where the business is in a conditional investment sector.

4. Household businesses can receive their Business Registration Certificate directly at the district-level Business Registration Authority or register and pay a fee to receive it by mail.

5. Household businesses have the right to request the District Business Registration Authority to issue a copy of their Household Business Registration Certificate and pay the prescribed fee.

Article 83. Business registration number

1. The district-level business registration authority records the business registration number on the Business Registration Certificate according to the following structure:

a) Provincial code: 02 numeric characters;

b) District code: 01 character using Vietnamese letters;

c) Type code: 01 character, 8 = household business;

d) Business registration number: 06 numerical characters, from 000001 to 999999.

2. Districts, counties, towns, and cities within provinces that are newly established after the effective date of this Decree shall have their codes inserted sequentially, in alphabetical order according to the Vietnamese alphabet.

3. In cases where districts, counties, towns, or cities within a province are divided after the effective date of this Decree, the unit being divided shall retain its old alphabetical code, and the newly formed unit shall have its code added, in alphabetical order according to the Vietnamese alphabet.

4. The Department of Planning and Investment shall notify the Ministry of Planning and Investment in writing of the new code for newly established or separated districts.

Article 84. Principles of application in business registration

1. Business households, the founders of business households shall self-declare the business household registration dossiers and take responsibility before law for the legality, truthfulness and accuracy of the information declared in the registration dossiers. household business.

2. The district-level business registration authority is responsible for the validity of business registration documents, but is not responsible for legal violations committed by the business founder or the business itself.

3. The district-level business registration agency does not resolve disputes between individuals within a business household or with other organizations or individuals.

4. The business owner may authorize another organization or individual to carry out the business registration procedures as prescribed in Article 12 of this Decree.

Article 85. Number of business registration dossiers

1. Individuals establishing a business household or the business household itself must submit one set of documents to the district-level business registration authority when carrying out the business household registration procedure.

2. District-level business registration authorities are not allowed to request business founders or business households to submit additional documents or papers other than those required in the business registration application file.

Article 86. Business location of household businesses

1. The business location of a household business is the place where the household business conducts its business activities.

2. A business household may operate at multiple locations, but must choose one location to register its business headquarters and must notify the tax authority and market management authority where the business is conducted for the remaining business locations.

Article 87. Registration of household businesses

1. Business registration is carried out at the district-level business registration authority where the business is located.

2. The business registration application includes:

a) Application form for business registration;

b) Legal documents of the individual for the business owner, or for household members registering a business in cases where household members register a business;

c) A copy of the minutes of the household members' meeting regarding the establishment of the household business in cases where household members register a household business;

d) A copy of the power of attorney from a household member authorizing another member to act as the head of the household business, in cases where household members register a household business.

3. Upon receiving the application, the district-level business registration authority shall issue an acknowledgment receipt and a business registration certificate to the business household within 03 working days from the date of receiving a valid application.

If the application is invalid, within 03 working days from the date of receipt, the district-level business registration authority must notify the applicant or the business founder in writing. The notification must clearly state the reasons and any required amendments or additions to the application (if any).

4. If, after 03 working days from the date of submitting the business registration application, the business registration certificate is not received or no notification requesting amendments or additions to the application is received, the business founder or the business itself has the right to file a complaint or denunciation in accordance with the law on complaints and denunciations.

5. Periodically, during the first working week of each month, the district-level business registration agency sends a list of business households registered in the previous month to the corresponding tax authority, the business registration office, and the provincial-level specialized management agency.

Article 88. Naming of household businesses

1. The business household has its own name. The business household name consists of two elements in the following order:

a) The phrase "Household business";

b) The proper name of the business household.

Proper names are written using letters from the Vietnamese alphabet, including the letters F, J, Z, and W, and may be accompanied by numbers or symbols.

2. Words and symbols that violate the historical traditions, culture, ethics, and customs of the nation must not be used to name business establishments.

3. Household businesses are not allowed to use the terms "company" or "enterprise" in their business names.

4. The business name must not be identical to the name of any business already registered within the district.

Article 89. Business lines and activities of household businesses

1. When registering for establishment or registration of changes to the registration details of a household business, the household business must specify the business lines and activities on the Application for Household Business Registration or the Notification of Changes to Household Business Registration Details. The district-level business registration authority will record the information on the business lines and activities on the Household Business Registration Certificate.

2. Household businesses are entitled to conduct business in conditional investment and business sectors from the time they meet all the conditions prescribed by law and must ensure that they meet those conditions throughout their operation. State management of conditional investment and business sectors and inspection of compliance with business conditions by household businesses falls under the authority of specialized agencies as prescribed by specialized laws.

3. In cases where the district-level business registration authority receives a document from a competent authority stating that a business household is engaged in conditional business activities but does not meet the conditions stipulated by law, the district-level business registration authority shall issue a notice requiring the business household to temporarily suspend business activities in the conditional business sector, and simultaneously notify the competent state agency for handling in accordance with the law.

Article 90. Registration of changes to business registration details

1. The business owner is responsible for registering changes to the Business Registration Certificate with the Business Registration Authority within 10 days of the change.

2. When changing the registered information of a business household, except for the cases specified in Clauses 3 and 4 of this Article, the business household shall submit a notification of changes to the registered information to the district-level business registration authority where it was originally registered. The dossier includes the following documents:

a) Notification of changes to business registration details signed by the business owner;

b) A copy of the minutes of the household members' meeting regarding the registration of changes to the business registration details, in cases where household members register a business.

3. In case of a change in the business owner, the business household must submit a notification of change in business registration details to the district-level business registration authority where it was originally registered. The dossier includes the following documents:

a) Notification of change of business owner signed by both the old and new business owners, or by the new business owner in the case of a change of business owner due to inheritance;

b) Sales contract or documents proving the completion of the sale in the case of selling a business household; gift contract in the case of gifting a business household; a copy of the document confirming the legal inheritance rights of the heir in the case of a change of business household owner due to inheritance;

c) A copy of the minutes of the household members' meeting regarding the change of the business owner in cases where household members register a household business;

d) A copy of the power of attorney from a household member authorizing another member to act as the head of the household business, in cases where household members register a household business.

After the sale, gift, or inheritance of a business household, the business household remains responsible for its debts and other financial obligations arising before the transfer date, unless the business household, the buyer, the recipient of the gift, the heir, and the creditors of the business household agree otherwise.

4. In cases where a business household moves its registered office address to a different district, town, or city within a province from where it was originally registered, the business household must submit a notification of address change to the district-level business registration authority where the new office is intended to be located. The application must include copies of the following documents:

a) Notification of changes to business registration details signed by the business owner;

b) A copy of the minutes of the household members' meeting regarding the registration of the change of registered office address in cases where household members register as a household business;

c) Copies of the individual's legal documents for the business owner, or for household members registering the business in cases where household members register the business.

5. Upon receiving the application, the district-level business registration authority shall issue a receipt and a business registration certificate to the business household within 03 working days from the date of receiving a valid application. In case the application is invalid, the district-level business registration authority shall notify the business household in writing of the necessary amendments and additions within 03 working days from the date of receiving the application.

Within 03 working days from the date of issuance of the Business Registration Certificate in the case of a business household registering a change of registered office address, the district-level business registration authority where the business household is located at the new address must notify the business registration authority where the business household was previously registered.

6. When a new business registration certificate is issued in the case of a change to the registered business details, the business household must return the old business registration certificate.

Article 91. Temporary suspension of business, resumption of business before the announced deadline by household businesses.

1. In cases of temporary suspension of business for 30 days or more, the business household must notify the district-level business registration authority where the business is registered and the tax authority directly managing it.

2. In cases where a business household temporarily suspends operations or resumes operations before the announced deadline, the business household must send a written notification to the district-level business registration authority where the business household is registered at least 03 working days before the temporary suspension or resumption of operations. The notification must be accompanied by a copy of the minutes of the household members' meeting regarding the registration of temporary suspension or resumption of operations before the announced deadline, in the case where all household members are registered as a business household. After receiving the notification, the district-level business registration authority will issue a receipt for the application to the business household. Within 03 working days from the date of receiving a valid application, the district-level business registration authority will issue a confirmation certificate regarding the business household's registration of temporary suspension of operations or a confirmation certificate regarding the business household's registration of resumption of operations before the announced deadline.

Article 92. Termination of household business operations

1. Upon ceasing business operations, the business household must send a notice of cessation of business operations to the district-level business registration authority where it was registered. The notice must be accompanied by the following documents:

a) Notification from the Tax Authority regarding the termination of the tax identification number;

b) A copy of the minutes of the household members' meeting regarding the termination of the household business in cases where the household members registered the household business;

c) Original Business Registration Certificate.

2. Household businesses are responsible for paying all outstanding debts, including taxes and other financial obligations, before submitting the application for business termination, unless the household business and the creditor have agreed otherwise. The district-level business registration authority will review the validity of the application and issue a notice of business termination to the household business.

Article 93. Revocation of Business Registration Certificate

1. Household businesses will have their business registration certificates revoked in the following cases:

a) The information declared in the business registration application is fraudulent;

b) Ceasing business operations for more than 06 consecutive months without notifying the district-level business registration authority where the business is registered and the tax authority;

c) Engaging in prohibited business activities or professions;

d) Household businesses established by individuals who are not entitled to establish household businesses;

d) Business households that fail to submit reports as prescribed in Clause 6, Article 16 of this Decree to the district-level business registration authority within 03 months from the deadline for submitting reports or from the date of a written request;

e) Other cases as decided by the Court, or at the request of a competent authority as prescribed by law.

2. In cases where the information declared in the business registration application is fraudulent, the district-level business registration authority shall issue a notice regarding the violation by the business household and issue a decision to revoke the business registration certificate.

If the application for changes to the business registration details is forged, the district-level business registration authority will issue a notice regarding the violation and cancel the changes made based on the forged information. A new business registration certificate will be issued based on the most recent valid application, and the competent authority will be notified for review and processing in accordance with the law. The district-level business registration authority will require the business to resubmit the application for consideration and issuance of the new business registration certificate. The business may combine the legitimate changes from subsequent registration changes into a single application to obtain a new registration certificate.

3. In cases where a business household ceases business operations for more than 06 consecutive months without notifying the district-level business registration authority where it is registered or without submitting the report as prescribed in point d, clause 1 of this Article, the district-level business registration authority shall notify the violation in writing and request the business household owner to appear at the district-level business registration authority for explanation. After 10 working days from the end of the period stated in the notification, if the person requested does not appear or the explanation is not accepted, the district-level business registration authority shall issue a decision to revoke the business household registration certificate. The district-level business registration authority is responsible for coordinating with relevant state management agencies in reviewing the business household's explanation.

4. In cases where a business household engages in a prohibited industry or profession, the district-level business registration authority shall issue a notice of the violation and a decision to revoke the business registration certificate.

5. In cases where a business household is established by individuals who are not eligible to establish a business household:

a) If a business household is established by an individual and that individual is not entitled to establish a business household, the district-level business registration authority shall issue a notice of the violation and issue a decision to revoke the business household registration certificate;

b) If a household business is established by a household member and that member is not entitled to establish a household business, the district-level business registration authority shall issue a notice requiring the household business to register the change of that individual within 15 working days from the date of the notice. If the household business fails to register the change within the above timeframe, the district-level business registration authority shall issue a notice of violation and a decision to revoke the household business registration certificate.

6. In case the Court decides to revoke the Certificate of business household registration, the business registration authority of the district shall issue a decision to revoke the Certificate of business household registration on the basis of the Court's decision within a period of time. within 03 working days from the date of receipt of the Court's decision.

7. In cases where the district-level business registration authority receives a written request from a competent state agency to revoke the business registration certificate, within 10 days from the date of receiving the written request to revoke the business registration certificate, the district-level business registration authority shall revoke the business registration certificate according to the procedures stipulated in Clause 3 of this Article.

8. After a decision is made to revoke the Business Registration Certificate, the business household must carry out the procedures for ceasing operations as prescribed in Article 92 of this Decree, except in cases where the Business Registration Certificate is revoked to enforce tax debt collection measures at the request of the Tax Administration.

9. In cases where the district-level business registration authority receives a document from the tax authority requesting the cancellation of the decision to revoke and reinstate the business registration certificate after the business household's certificate was revoked due to tax debt enforcement, the district-level business registration authority shall issue a decision to cancel the revocation decision and reinstate the business registration certificate for the business household within 03 working days from the date of receiving the request.

Article 94. Reissuance of Business Registration Certificate

1. In case the Business Registration Certificate is lost, burned, torn, damaged, or otherwise destroyed, the business household may submit a written request for re-issuance of the Business Registration Certificate to the District-level Business Registration Authority where the business household is located. The District-level Business Registration Authority will consider re-issuing the Business Registration Certificate within 03 working days from the date of receiving the written request.

2. The handling of cases where a business registration certificate is issued incorrectly in terms of documentation, procedures, and formalities shall be carried out according to the following regulations:

a) In cases where the Business Registration Certificate is issued incorrectly according to the prescribed procedures, the district-level Business Registration Authority shall send a notification to the business household and reissue the certificate in accordance with the prescribed procedures;

b) In cases where the business registration certificate is issued incorrectly according to regulations, the district-level business registration authority shall notify that the incorrectly issued business registration certificate is invalid and require the business household to complete and submit a valid application within 30 days from the date of notification for consideration of issuing a new business registration certificate. The business household may combine the legally valid changes from subsequent registration changes into a single application to obtain a new registration certificate.

c) In cases where the registration of changes to the business registration details is issued based on incorrect documentation, the district-level business registration authority shall notify that the business registration certificate issued based on incorrect documentation is invalid and issue a new business registration certificate based on the most recent valid documentation. The district-level business registration authority shall send a notice requesting the business to complete and submit valid documentation within 30 days from the date of the notice for consideration of issuing the new business registration certificate. The business may combine the legitimate changes from subsequent registration changes into a single set of documents to obtain a new registration certificate.

3. The handling of cases where a business registration certificate is issued based on untruthful or inaccurate information declared in the business registration application is carried out according to the following regulations:

a) In cases where the information declared in the business registration application is untruthful or inaccurate, the district-level business registration authority shall notify the competent state agency to handle the matter in accordance with the law. Simultaneously, the business registration certificate issued based on an application containing untruthful or inaccurate information shall be invalid. The business household shall be required to complete and resubmit the application within 30 days from the date of notification for consideration of issuing a new business registration certificate. The business household may combine the legally valid changes from subsequent registrations into a single application to obtain a new registration certificate.

In cases where a business household fails to complete and resubmit the application as required, the district-level business registration authority shall request the business household to submit a report as prescribed in Clause 6, Article 16 of this Decree;

b) If the information declared in the application for changes to the business registration details is untrue or inaccurate, the district-level business registration authority shall notify the competent state agency to handle the matter according to the law. Simultaneously, the authority shall notify that the business registration certificate issued based on the application with untrue or inaccurate information is invalid and that a new business registration certificate will be issued based on the most recent valid application. The district-level business registration authority shall notify the business to complete and resubmit the application within 30 days from the date of notification for consideration of the issuance of the business registration certificate. The business may combine the legitimate changes from subsequent registrations and notifications into a single application to obtain a new registration certificate.

4. If a business household is issued a new Business Registration Certificate, the Business Registration Certificates issued previously will no longer be valid.

Chapter IX

TERMS ENFORCEMENT

Article 95. Handling violations and awarding commendations

1. Officials and public employees who require business owners or household businesses to submit additional documents, impose additional procedures or conditions for business or household business registration contrary to this Decree; or who cause difficulties or inconvenience to organizations and individuals while handling business or household business registration or during the inspection of business or household business registration contents shall be dealt with according to the provisions of the law.

2. Business registration agencies and officials responsible for business registration and household business registration who perform their assigned duties well will be rewarded according to regulations.

Article 96. Transitional provisions for enterprises operating under a Business Registration Certificate or a Business Registration and Tax Registration Certificate.

 Businesses that have been granted a Business Registration Certificate or a Business Registration and Tax Registration Certificate may continue to operate according to the content of the aforementioned certificates and are not required to go through the procedure of changing to a Business Registration Certificate. Businesses may be granted a Business Registration Certificate upon request or upon registering changes to their business registration details as stipulated below:

1. In cases where a business needs to change its Business Registration Certificate or Business Registration and Tax Registration Certificate to a Business Registration Certificate without changing the business and tax registration details, the business must submit a request along with the original Business Registration Certificate and the original Tax Registration Certificate or the original Business Registration and Tax Registration Certificate to the Business Registration Office to obtain a new Business Registration Certificate.

2. In cases where a business registers, notifies of changes to its business registration, temporarily suspends business, or resumes business before the announced deadline, the business shall submit its application to the Business Registration Office where its head office is located. The application shall include the corresponding documents stipulated in this Decree, along with the original Business Registration Certificate and the original Tax Registration Certificate, or the original Business Registration Certificate and Tax Registration Certificate. The Business Registration Office shall consider granting business registration to the business within 03 working days from the date of receipt of a valid application.

Article 97. Transitional provisions for enterprises operating under Investment Licenses, Investment Certificates (which also serve as Business Registration Certificates) or other legally equivalent documents.

1. Businesses that have been granted an Investment License or Investment Certificate (which also serves as a Business Registration Certificate) or other legally equivalent documents may continue to operate according to the content of the aforementioned certificates and are not required to go through the procedure of exchanging them for a Business Registration Certificate.

2. Businesses operating under an Investment License, Investment Certificate (which also serves as a Business Registration Certificate), or other legally equivalent documents may switch to operating under a Business Registration Certificate in the following cases:

a) In case the enterprise wishes to change to the Certificate of Business Registration without changing the business registration contents. In this case, the enterprise submits the application to the Business Registration Office where the enterprise is headquartered. The dossier includes a written request for addition or update of business registration information; a copy of the Investment License, the Investment Certificate (also the Business Registration Certificate) or papers of equivalent legal validity; a copy of the enterprise's tax registration certificate;

b) In cases where a business registers, notifies of changes to its business registration, temporarily suspends business, resumes business before the previously announced deadline, or registers the establishment of a branch, representative office, or business location within the same province or centrally-governed city where its head office is located, the business shall submit the application to the Business Registration Office where its head office is located. The application shall include the documents corresponding to the registration and notification content as stipulated in this Decree and the documents specified in point a, clause 2 of this Article;

c) In cases where a business needs a Certificate of Registration for a branch, representative office, or business location to replace the registration details on the Investment License, Investment Certificate (which also serves as the Business Registration Certificate), or other legally equivalent documents, the Certificate of Registration for a branch or representative office issued by the Investment Registration Authority will not change the registration details for the branch, representative office, or business location within the same province or centrally-governed city where the business's head office is located. In this case, the business shall submit the application to the Business Registration Office where the business's head office is located. The dossier includes the documents specified in point a, clause 2 of this Article and a written request to supplement and update the registration information of the branch, representative office, or business location; a copy of the Certificate of Registration of the branch or representative office issued by the Investment Registration Authority in the case where 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 cases where an enterprise registers changes to its business registration details, temporarily suspends business, resumes business before the announced deadline, or terminates operations for branches, representative offices, or business locations listed on its Investment License, Investment Certificate (which also serves as its Business Registration Certificate), or other legally equivalent documents, or the Branch/Representative Office Registration Certificate issued by the Investment Registration Authority for branches, representative offices, or business locations in the same province or centrally-governed city where the enterprise's head office is located, the enterprise shall submit the application to the Business Registration Office where its head office is located. The application shall include the documents specified in this Decree and the documents specified in point c, clause 2 of this Article.

3. In cases where a branch, representative office, or business location is located in a different province or centrally-governed city from where the enterprise's head office is located, the enterprise must carry out the procedure for renewing the business registration certificate at the Business Registration Office where the enterprise's head office is located, as stipulated in point a, clause 2 of this Article, before carrying out the procedures for registration of establishment, registration of changes to registration of business activities, temporary suspension of business, resumption of business before the announced deadline, or termination of operations for the branch, representative office, or business location at the Business Registration Office where the branch, representative office, or business location is located. In this case, the registration dossier for establishment, registration of changes to registration of business activities, temporary suspension of business, resumption of business before the announced deadline, or termination of operations for the branch, representative office, or business location shall be prepared according to the provisions of points b, c, and d, clause 2 of this Article, excluding the documents stipulated in point a, clause 2 of this Article.

4. In cases where an enterprise operating under an Investment License, Investment Certificate (which also serves as a Business Registration Certificate), or other legally equivalent documents registers for dissolution, the enterprise is not required to go through the procedure of exchanging it for a Business Registration Certificate. The dissolution registration dossier in this case includes the corresponding documents as stipulated in Clause 1, Article 210 of the Enterprise Law and the documents specified in Point a, Clause 2 of this Article.

5. In cases where the Investment License, Investment Certificate (which also serves as the Business Registration Certificate), or other legally equivalent documents contain information about the business location, when converting to operating under the Business Registration Certificate, Branch Registration Certificate, or Representative Office Registration Certificate, the enterprise will be issued a Business Location Registration Certificate if needed.

6. Upon receiving the business's application, the Business Registration Department issues a receipt, reviews the validity of the application, and issues the Business Registration Certificate, Branch/Representative Office Registration Certificate, Business Location Registration Certificate, Confirmation of Changes to Business Registration Content, and other confirmations as prescribed in this Decree.

Article 98. Transitional provisions for securities companies, securities investment fund management companies, branches of foreign securities companies and branches of foreign fund management companies in Vietnam registered and operating under a Securities Business Establishment and Operation License.

Within two years from January 1, 2021, securities companies, securities investment fund management companies, branches of foreign securities companies, and branches of foreign fund management companies in Vietnam that were licensed to establish and operate by the State Securities Commission before January 1, 2021, and meet the provisions of Clause 1, Article 135 of the Securities Law, shall register their business and branch operations at the Business Registration Office where the company or branch is located. The application dossier includes a written request to supplement or update business registration information or a written request to supplement or update branch operation registration information; a copy of the establishment and operation license; and a copy of the tax registration certificate.

Article 99. Transitional provisions for business households established by households and groups of individuals.

1. Household businesses established by households or groups of individuals that were granted a Business Registration Certificate before the effective date of this Decree may continue to operate without being required to re-register as stipulated in this Decree.

2. In cases where a business household established by a group of individuals before the effective date of this Decree registers changes to its business registration, notifies of temporary suspension of business, notifies of resuming business before the previously announced deadline, or notifies of termination of business operations, the minutes of the meeting of the group of individuals participating in the business household shall be used in place of the minutes of the meeting of the household members in the dossier. The aforementioned business household shall only carry out the procedure for registering changes in members if a member no longer participates in the business household.

Article 100. Enforcement

1. This Decree shall take effect from July 1, 2021.

2. This Decree replaces Decree No. 78/2015/ND-CP dated September 14, 2015 of the Government on business registration and Decree No. 108/2018/ND-CP dated August 23, 2018 of the Government amending and supplementing a number of articles of Decree No. 78/2015/ND-CP dated September 14, 2015 of the Government on business registration.

Article 101. Responsible for implementing

1. The Ministry of Planning and Investment shall issue the forms applicable to business registration as prescribed in this Decree.

2. Ministers, heads of ministerial-level agencies, heads of government agencies, chairpersons of People's Committees of provinces and centrally-administered cities, and other subjects to whom this Decree applies are responsible for implementing this Decree.

Recipients: - Party Central Committee Secretariat; - Prime Minister, Deputy Prime Ministers; - Ministries, ministerial-level agencies and government-attached agencies; - People's Councils, People's Committees of provinces and centrally-run cities; - Central Office and Party Committees; - Office of the General Secretary; - Office of the President; - National Council and Committees of the National Assembly; - Congress office; - Supreme People's Court; - People's Procuratorate of the Supreme; - State audit; - National Financial Supervisory Committee; - Bank for Social Policy; - Vietnam Development Bank; - Central Committee of Vietnam Fatherland Front; - Central agency of unions; - The Office of the Office: Chairman, Vice Chairmen, Assistant to TTg, General Director of the portal, departments, agencies, units, Official Gazette; – Save: VT, ĐMDN (2b).

TM. GOVERMENT PRIME MINISTER Nguyen Xuan Phuc