Latest changes on enterprise registration in VN

Latest changes on enterprise registration in VN

On September 14, 2015, the Vietnamese Government issued Decree No. 78/2013/ND-CP guiding the 2014 Enterprise Law about enterprise registration.

Decree No. 78 shall take effect from November 1, 2015, replacing Decree No. 43/2010/ND-CP issued on April 14th 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 summarized as follow:

1. Registering and canceling seal samples

The registration and cancellation of seal samples have been clarified in Article 34 of Decree No. 78. Accordingly, enterprises before using, changing or canceling seal samples must inform the Business Registration Department to publish a notification of such seal samples to the National Portal of enterprise registration.

Upon receiving notification of seal samples from the enterprise, the Business Registration Office shall grant a receipt to the enterprise and publish the seal samples to the National Portal of enterprise registration.

In case the enterprise has repeatedly published notices of seal samples, the most recently published one will be considered valid.

Enterprises should supplement clear regulations on the management, preservation and use of seals to the Company Charter.

2. Current codes of enterprises

Previously, domestic enterprises would operate under the Business Registration Certificate and the business code would also be the tax code. Foreign-invested enterprises would operate under the Investment Certificate and Tax Registration Certificate, while the investment code would differ from the tax code.

However, according to the new regulation at Clause 2 of Article 6 of Decree No. 78, foreign-invested enterprises newly established in Vietnam shall be granted a Business Registration Certificate and an Investment Registration Certificate instead of a Tax Registration Certificate, while the business code will be the same as the tax code.

3. The amount of time to change information of foreign shareholders and business managers

Article 52 of Decree No. 78 has specified the provisions of Enterprise Law on the change of shareholders being foreign investors in unlisted stock companies.

Accordingly, when there are changes in shareholders due to the transfer of shares, the Enterprise has to notify change of shareholders being foreign investors to the Business Registration Office within 10 working days since the date of obtaining the information or change.

Enterprises are obliged to send a notification to the Business Registration Office within 3 working days since the date of obtaining information or change regarding the following cases: modification of information concerning last name, first name, citizenship, passport number, permanent address, number and type of shares of foreign shareholders; name, enterprise code, head office’s address, number and type of shares and last name, first name, citizenship, passport number, permanent address of the authorized representative of shareholders being foreign organizations.

In the event where enterprises wish to modify the information concerning last name, first name, contact address, citizenship, ID or other legal personal identity document of business managers, member of the Control Board or Controller, Enterprises must send a notification to the Business Registration Office within 5 working days since the days of information adjustment.

4. When must enterprises change to the new form of Business Registration Certificate?

Decree No. 78 has specific guidance on cases where enterprises had been issued a Business Registration Certificate, an Investment Certificate,… before Decree No. 78 took effect.

Accordingly, said 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 changing to the Business Registration Certificate. Enterprises are granted the new form of Business Registration Certificate when registering to modify the business registration contents.

When enterprises need to adjust the information on the Investment Certificate according to which they operate, it is obligatory to perform the procedures of extracting the business registration contents from the Investment Certificate into the Business Registration Certificate. This means after finishing the procedures, enterprises will operate under both the Business Registration Certificate and the Investment Registration Certificate.

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