Highlights of Enterprise Law
Highlights of Enterprise Law
On September 14 2015, the Vietnamese Government issued Decree No. 78/2013/ND-CP ("Decree No. 78"), guiding the 2014 Enterprise Law on enterprise registration. Decree No. 78 will take effect from November 1 2015, replacing Decree No. 43/2010/ND-CP, issued on April 14, 2010 (amended and supplemented by Decree No. 05/2013/ND-CP, issued on January 9, 2013).
Decree No 78 includes new important details related to business, some of which have been summarised by PLF law firm:
1.Registering and cancelling seal samples
The registration and cancellation of seal samples have been clarified in Article 34 of Decree No. 78. Accordingly, before using, changing or cancelling seal samples, enterprises must inform the Business Registration Department to publish a notification of these seal samples on the National Portal of enterprise registration.
Upon receiving notification of seal samples from the enterprise, the Business Registration Office will grant a receipt to the enterprise and publish the seal samples on the National Portal of enterprise registration.
If the enterprise has repeatedly published notices of seal samples, the most recently published one will be considered valid.
PLF recommends that enterprises supplement clear regulations on the management, preservation and use of seals in the Company Charter.
2. Current codes of enterprises
Previously, domestic enterprises would operate under a Business Registration Certificate, and the business code would also be their tax code. Foreign-invested enterprises would operate under an Investment Certificate and Tax Registration Certificate, while their investment code would differ from their tax code.
However, under the new regulation, specifically, Clause 2 of Article 6 of Decree No. 78, foreign-invested enterprises newly established in Viet Nam will be granted a Business Registration Certificate and an Investment Registration Certificate instead of a Tax Registration Certificate, while their business code will be the same as their tax code.
3. The amount of time needed to change the information of foreign shareholders and business managers
Article 52 of Decree No. 78 has specified the provisions of the Enterprise Law related to the change of shareholders who are foreign investors in unlisted stock companies. Accordingly, when such shareholders are changed due to the transfer of shares, the enterprise must notify the Business Registration Office of the change within 10 working days of being informed of this change.
Enterprises are obliged to send a notification to the Business Registration Office within three working days of being informed of the change in the following cases: modification of the last name, first name, citizenship, passport number, permanent address and number and type of shares of foreign shareholders or modification of the enterprise name, enterprise code, head office's address and number and type of shares held, as well as the last name, first name, citizenship, passport number and permanent address of the authorised representative of shareholders that are foreign organisations.
If enterprises wish to modify the last name, first name, contact address, citizenship, ID or other legal personal identity document of business managers, members of the Control Board or the Controller, they must send a notification to the Business Registration Office within 5 working days of being informed of the adjustment.
4. When enterprises must change to the new form of Business Registration Certificate
Decree No. 78 has specific guidance on cases where enterprises were issued a Business Registration Certificate, Investment Certificate and so on before the decree took effect. These enterprises are allowed to continue to operate in accordance with the content of the issued certificates and are not obliged to go through the procedures of switching to a Business Registration Certificate. Enterprises are granted the new form of Business Registration Certificate upon registering to modify the details of their business registration.
Nowadays, PLF has noticed that when enterprises need to change the information on the Investment Certificate, it is mandatory to update their Business Registration Certificate with the business registration details on their Investment Certificate. As a result, upon completing these procedures, the enterprises will operate under both the Business Registration Certificate and the Investment Registration Certificate.
