Nghi dinh 88-2006 - DECREE 88-2006 Business registration

Nghị định 88/2006/NĐ-CP về đăng ký kinh doanh

GOVERNMENT

No. 88-2006-ND-CP

SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness

Hanoi, 29 August 2006

DECREE ON
Business registration

The Government

Pursuant to the Law on Organization of the Government dated 25 December 2001;

Pursuant to the Law on Enterprises dated 29 November 2005;

Having considered the proposal of the Minister of Planning and Investment;

Decrees:

Chapter I

General Provisions

Article 1. Governing scope

This Decree provides detailed regulations on business registration bodies; and on files, order and procedures for business registration and for registration of changes in registered items for enterprises operating pursuant to the Law on Enterprises and for household businesses.

Article 2. Applicable entities

This Decree applies to the following entities:

1. Domestic organizations and individuals; and foreign organizations and individuals undertaking business registration pursuant to the Law on Enterprises.

2. Other organizations and individuals related to business registration.

Article 3. Right to establish enterprises and obligation of persons establishing enterprises to conduct business registration

1. Individuals and organizations have the right to establish an enterprise in accordance with law, which right shall be protected by the State.

2. A person establishing an enterprise shall have the obligation to conduct business registration in accordance with the provisions of this Decree and other relevant legal instruments.

3. It shall be strictly prohibited for business registration bodies and other bodies to cause difficulties to organizations and individuals while receiving files for business registration and while resolving business registration or registration of changes in registered items.

4. Ministries, ministerial equivalent bodies, people's councils and people's committees at all levels shall not be permitted to issue regulations on business registration for specific application within their respective branches or localities.

5. Any person establishing an enterprise shall be liable for the legality, truthfulness and accuracy of information declared in a file for business registration.

Article 4. Business registration certificates

1. Business registration certificates shall be issued to enterprises operating pursuant to the Law on Enterprises and to household businesses.

2. The contents of a business registration certificate shall be as stipulated in article 25 of the Law on Enterprises, and shall be recorded on the basis of the information in the file for business registration declared by the person establishing the enterprise and for which such person shall be liable before the law. The Ministry of Planning and Investment shall stipulate the sample form for a business registration certificate, which shall be uniformly applicable nationwide.

3. Enterprises which were issued with a business registration certificate prior to the date of effectiveness of this Decree shall not be required to exchange their business registration certificate and shall be issued with a new business registration certificate when they register changes in registered items.

4. Any business registration certificate issued by a business registration body shall be valid nationwide.

Article 5. Lines of business

1. With the exception of prohibited lines of business, lines of business shall be recorded in business registration certificates in accordance with the system of national economic lines.

2. If any line of business does not appear in the system of national economic lines but is provided for in other legal instruments, such line of business shall be recorded in business registration certificates in accordance with the line of business provided for in such legal instruments.

3. With respect to any line of business not appearing in the system of national economic lines and not yet provided for in other legal instruments, the business registration body shall give consideration to recording such line of business in the business registration certificate and, at the same time, notify the Ministry of Planning and Investment and the General Department of Statistics to add a new code number.

4. In the case of lines of business which require practising certificates, any one individual shall be permitted to use his or her practising certificate in order to conduct business registration of only one enterprise.

5. Conditional lines of business shall be as stipulated in Laws, Ordinances or Decrees of the Government. The issuance and provision of regulations on conditional lines of business not in accordance with authority shall be strictly prohibited.

Chapter II

Duties and Powers of Business Registration Bodies and State Administration of Business Registration

Article 6. Business registration bodies

1. Business registration bodies shall be organized at the level of cities and provinces under central authority (hereinafter referred to as provincial level) and at the level of districts, townships and towns under provincial authority (hereinafter referred to as district level) and shall comprise:

(a) At the provincial level:

Business registration offices within Departments of Planning and Investment (hereinafter referred to as provincial business registration offices).

Hanoi City and Ho Chi Minh City may establish one or two additional provincial business registration offices, which shall be consecutively numbered. The Municipal People's Committee shall make a decision on establishment of any additional provincial business registration offices.

(b) At the district level:

A business registration office shall be established in any district, township or town under provincial authority which has had, in the two most recent years, an average annual number of five hundred (500) or more household businesses and co-operatives registering new establishments.

If a provincial business registration office is not established at the district level, the duties of business registration stipulated in article 8 of this Decree shall be assigned to the planning and financial office (hereinafter referred to collectively as district business registration office), which shall have a separate seal to conduct business registration work.

2. Provincial business registration offices and district business registration offices shall have their own bank accounts and seals.

3. Provincial people's committees shall reach agreement with the management committees of economic zones established pursuant to a decision of the Prime Minister of the Government (hereinafter referred to as economic zones) in order to establish a business registration office in the economic zone.

Article 7. Duties, powers and responsibilities of provincial business registration offices

1. To receive directly files for business registration, to consider their validity, and to issue or refuse to issue business registration certificates to enterprises.

2. To co-ordinate in the formulation, management and operation of an information system on business registration within the locality; and to supply information on business registration within the locality to the provincial people's committee, to the local tax Division, to relevant bodies and to the Agency of Small and Medium Enterprise Development under the Ministry of Planning and Investment, and to organizations and individuals on request.

3. To require enterprises to report on their business status in accordance with article 163.1(c) of the Law on Enterprises; and to activate implementation of the regime on annual reporting by enterprises.

4. To inspect directly, or to request the authorized State body to inspect, enterprises on the basis of the items in their files for business registration; to provide guidance to enterprises and to persons establishing enterprises on the order and procedures for business registration.

5. To request an enterprise to suspend temporarily the conduct of business in a conditional line of business upon discovery that such enterprise fails to satisfy fully the conditions stipulated by law.

6. To revoke the business registration certificate of an enterprise in the circumstances stipulated in article 165.2 of the Law on Enterprises.

7. To provide business registration for other forms stipulated by law.

Article 8. Duties, powers and responsibilities of district business registration bodies[1]:

1. To receive directly files for business registration from household businesses and to consider their validity, and to issue or refuse to issue business registration certificates to household businesses.

2. To co-ordinate in the formulation, management and operation of an information system on household businesses operating within the locality; and to report periodically to the district people's committee, the provincial business registration office and the district tax office on household businesses and on enterprises, branches, representative offices and business locations of enterprises within the locality.

3. To check directly household businesses according to the contents of their files for business registration of within the locality, and to check enterprises in co-ordination with the authorized State body the contents of business registration of enterprises; to verify the contents of business registration of enterprises, branches and representative offices within the locality on request by the provincial business registration office.

4. To require household businesses to report on their business status when necessary.

5. To require a household business to suspend temporarily the conduct of business in a conditional line of business upon discovery that such household business fails to satisfy fully the conditions stipulated by law.

6. To revoke the business registration certificate of a household business in the circumstances stipulated in article 47 of this Decree.

7. To provide business registration for other forms stipulated by law.

Article 9. State administration of business registration

1. The Ministry of Planning and Investment shall have the following duties, powers and responsibilities:

(a) To issue in accordance with its authority, or to submit to the authorized level for issuance, legal instruments on business registration and guidelines on professional and technical matters, forms and reporting regime servicing the work of business registration;

(b) To provide guidance and professional training and development on business registration for staff carrying out the work of business registration;

(c) To organize the formulation and administration of a nationwide information system on business registration; to formulate a national database on business registration in order to assist the professional work of conducting business registration and in order to collate, retain and process information on business registration carried out throughout the country; to supply information on business registration to relevant Government bodies and to other organizations and individuals on request;

(d) To preside over co-ordination with the Ministry of Interior in stipulating the criteria required for staff carrying out the work of business registration and for managerial positions within the business registration system;

(dd) To issue an Enterprise Information Newsletter in which are announced establishment, changes in registered items; establishment of branches and representative offices; and any cases of dissolution, bankruptcy or breaches of the law by enterprises on a nationwide basis;

(e) To conduct international co-operation in the business registration sector.

2. The Ministry of Interior shall preside over co-ordination with the Ministry of Planning and Investment in guiding the management and staffing apparatus of provincial and district business registration bodies and business registration offices in economic zones.

3. The Ministry of Finance shall preside over co-ordination with the Ministry of Planning and Investment in guiding the regime on collection and use of fees and charges for business registration, for registration of changes in registered items, and for registration of the establishment of branches, representative offices and business locations.

4. The Ministry of Police shall, within the scope of its functions and powers, co-ordinate with relevant ministries and branches in guiding verification of the personal history of persons establishing and managing enterprises.

5. Ministries, ministerial equivalent bodies and Government bodies shall, within the scope of their respective functions and duties, be responsible for guiding conditional lines of business and the conditions for conducting business in such lines.

6. People's committees of provinces and cities under central authority shall exercise State administration of business registration pursuant to the provisions in article 162.3(b) and (d) of the Law on Enterprises.

Chapter III

Names of Enterprises

Article 10. Names of enterprises

1. The name of an enterprise must be written in Vietnamese, may be followed by numbers and signs, must be pronounceable, and must contain the following two components:

(a) The first component is the type of enterprise, comprising: limited liability company, in which the expression "limited liability" may be abbreviated as TNHH; shareholding company, in which the expression "shareholding" may be abbreviated as CP; partnership, in which the expression "partnership" may be abbreviated as HD; and private enterprise, in which the expression "private" may be abbreviated as TN;

(b) The second component is the proper name of the enterprise.

The proper name of an enterprise with foreign owned capital may use a registered proper name in a foreign language to form part of or the whole of the proper name of such enterprise.

2. An enterprise may use the name of a line of business or of a form of investment or some other auxiliary element to compose the proper name of the enterprise if such enterprise is registering a business in such line or if it is implementing an investment in such form. When the enterprise no longer conducts business in a line of business or no longer implements a form of investment used in the composition of the proper name of the enterprise, the enterprise must register a change of name.

3. The State administrative body must provide certification if the proper name of an enterprise comprises elements in the nature of a description of a country of origin or of quality of goods or services.

Article 11. Prohibitions with respect to naming of enterprises

1. Names which are identical to or names which cause confusion with an already registered enterprise within the same province or city under central authority may not be used, excluding any enterprise which has had its business registration certificate revoked.

2. The name of a State body or an unit of the people's armed forces or the name of a political organization or socio-political organization may not be used to form the whole of or a part of the proper name of an enterprise, except with the agreement of such body, unit or organization.

3. When selecting the proper name of an enterprise, it shall be prohibited to use words or signs which breach the historical traditions, culture, ethics and fine customs of the people.

4. It shall not be permitted to use as an element of the proper name of an enterprise the commercial name of another organization or individual for which protection has been registered, except with the approval of the owner of such commercial name. Enterprises shall bear their own responsibility before the law for any breach of this provision. If the proper name of an enterprise breaches the law on protection of industrial property with respect to commercial names, the enterprise in breach must register a change of name.

Article 12. Identical names and names causing confusion

1. An identical name means that the name which an enterprise requests to be registered is, as written and read in Vietnamese, in all respects the same as that of a registered enterprise.

2. Confusion with the name of another enterprise shall be deemed to be caused in the following cases:

(a) The name in Vietnamese of the enterprise requesting registration reads the same as the name of a registered enterprise;

(b) The name in Vietnamese of the enterprise requesting registration reads the same as the name of a registered enterprise except for the signs "&", "-", or the word "and";

(c) The abbreviated name of the enterprise requesting registration is identical to the abbreviated name of a registered enterprise;

(d) The name in a foreign language of the enterprise requesting registration is identical to the name in a foreign language of a registered enterprise;

(dd) The proper name in Vietnamese of the enterprise requesting registration and the proper name of a registered enterprise are different only by virtue of one or more cardinal or ordinal numbers, or one or more letters of the Vietnamese alphabet (A, B, C, and so forth) immediately following the proper name of the enterprise, unless the enterprise requesting registration is a subsidiary of the registered enterprise;

(e) The proper name of the enterprise requesting registration and the proper name of a registered enterprise are different only by virtue of the word "tan" immediately preceding or the word "moi"[2] immediately following the name of the registered enterprise;

(g) The proper name of the enterprise requesting registration and the proper name of a registered enterprise are different only by virtue of the following words: "northern", "southern", "central", "western", “eastern” or words with a similar meaning, unless the enterprise requesting registration is a subsidiary of the registered enterprise;

(h) The proper name of the enterprise is identical to the proper name of an already registered enterprise.

Article 13. Other matters relevant to naming of enterprises

1. It shall not be mandatory to register a change of name in the case of an enterprise which was registered prior to the date of effectiveness of this Decree and which has a name which is identical to or which causes confusion with the name of another enterprise as stipulated in article 12 of this Decree. Enterprises which have identical names or names causing confusion are encouraged and shall be facilitated to conduct their own negotiations with each other in order to register a change of name of enterprise.

2. Based on articles 31, 32, 33 and 34 of the Law on Enterprises and the provisions in this Chapter, the business registration body has the right to refuse to agree to the proposed name for registration of an enterprise and such decision of the business registration body shall be the final decision.

3. Prior to registering the name of an enterprise, an enterprise consults the list of currently operating companies retained at the provincial business registration office in the locality where such enterprise proposes to establish its head office.

Chapter IV

Files, Order and Procedures for Business Registraktion by Enterprises and Registration of Operation of Branches and Representative Offices

Article 14. File for business registration by private enterprise

1. Request for business registration in the standard form issued by the Ministry of Planning and Investment.

2. Valid copy of one of the lawful documents for personal identification of the owner of the private enterprise as stipulated in article 18 of this Decree.

3. Confirmation from the authorized body or organization of the legal capital of the enterprise in the case of private enterprises conducting lines of business subject to legal capital requirements by law.

4. Valid copy of the practising certificate of the director (general director) and any other individual stipulated in article 4.13 of the Law on Enterprises in the case of private enterprises conducting lines of business for which a practising certificate is required by law.

Article 15. File for business registration by limited liability company with two or more members, shareholding company and partnership

1. Request for business registration in the standard form issued by the Ministry of Planning and Investment.

2. Draft company[3] charter. Draft company charter must be fully signed by the partners in the case of a partnership; by the legal representative and by the members or their authorized representatives in the case of a limited liability company with two or more members; and by the legal representative and by the founding shareholders or their authorized representatives in the case of a shareholding company.

3. List of members in the case of a limited liability company with two or more members, list of partners in the case of a partnership, and list of founding shareholders in the case of a shareholding company on the standard form issued by the Ministry of Planning and Investment. The list of members, partners or founding shareholders must be accompanied by the following:

(a) Valid copy of one of the documents for personal identification as stipulated in article 18 of this Decree in a case where a founding member, partner or shareholder is an individual;

(b) Copy of the decision on establishment, business registration certificate or other equivalent document, charter or other equivalent document, and valid copy of one of the documents for personal identification as stipulated in article 18 of this Decree in the case of an authorized representative; and the corresponding decision on authorization in the case of a founding member or founding shareholder being a legal entity.

4. Confirmation from the authorized body or organization of the legal capital in the case of companies conducting lines of business subject to legal capital requirements by law.

5. Valid copy of the practising certificates of partners in the case of a partnership, of the director (general director) and any other individual stipulated in article 4.13 in the Law on Enterprises in the case of a limited liability company with two or more members and a shareholding company conducting lines of business for which a practising certificate is required by law.

Article 16. File for business registration by one member limited liability company

1. Request for business registration in the standard form issued by the Ministry of Planning and Investment.

2. Draft company charter fully signed by the owner and by the legal representative of the company.

3. Valid copy of one of the documents for personal identification as stipulated in article 18 of this Decree in the case where the company owner is an individual; or decision on establishment, business registration certificate or other equivalent document, charter or other equivalent document in the case where the company owner is an organization (except where the State is the company owner).

4. List of authorized representatives in the case of an one member limited liability company with a management structure organized in accordance with article 67.3 on the Law on Enterprises, in the standard form issued by the Ministry of Planning and Investment; together with a valid copy of one of the documents for personal identification as stipulated in article 18 of this Decree for each authorized representative.

A valid copy of one of the documents for personal identification as stipulated in article 18 of this Decree for the authorized representative in the case of an one member limited liability company with a management structure organized in accordance with article 67.4 on the Law on Enterprises.

5. Power of attorney from the owner to the authorized representative of the owner in the case where the owner of the company is an organization.

6. Confirmation from the authorized body or organization of the legal capital in the case of companies conducting lines of business subject to legal capital requirements.

7. Valid copy of the practising certificate of the director (general director) and any other individual stipulated in article 4.13 of the Law on Enterprises in the case of a company conducting lines of business for which a practising certificate is required by law.

Article 17. File for business registration by company established on basis of division, separation, consolidation or conversion and by merged company

1. In the case of division of a limited liability company or shareholding company to become a number of companies of the same type, in addition to the documents stipulated in articles 15 and 16 of this Decree, the file for business registration must also contain the decision on division of the company in accordance with article 150 on the Law on Enterprises, the minutes of a meeting of the members' council in the case of a limited liability company with two or more members, or the minutes of a meeting of the general meeting of shareholders in the case of a shareholding company regarding the division of the company, and a valid copy of the business registration certificate of the company.

2. In the case of separation of a limited liability company or shareholding company to establish one or a number of new companies of the same type, in addition to the documents stipulated in articles 15 and 16 of this Decree, the file for business registration of a separated company must also contain the decision on separation in accordance with article 151 on the Law on Enterprises, the minutes of a meeting of the members' council in the case of a limited liability company with two or more members, or the minutes of a meeting of the general meeting of shareholders in the case of a shareholding company regarding the separation of the company, and a valid copy of the business registration certificate of the company.

3. In the case of consolidation of a number of companies of the same type into a new company, in addition to the documents stipulated in articles 15 and 16 of this Decree, the file for business registration must also contain the contract on consolidation of companies in accordance with article 152 on the Law on Enterprises, the minutes of a meeting of the members' council in the case of a limited liability company with two or more members, or the minutes of a meeting of the general meeting of shareholders in the case of a shareholding company [regarding the consolidation of a number of companies], and valid copies of the business registration certificates of the companies being consolidated.

4. In the case of merger of one or a number of companies of the same type into another company, in addition to the documents stipulated in Chapter V of this Decree, the file for business registration of the merged company must also contain the contract on merger of companies in accordance with article 153 on the Law on Enterprises, the minutes of a meeting of the members' council in the case of a limited liability company with two or more members, or the minutes of a meeting of the general meeting of shareholders in the case of a shareholding company [regarding the merger], and valid copies of the business registration certificates of the merged company and the merging companies.

5. In the case of conversion of a limited liability company to become a shareholding company, or vice versa, in addition to the documents stipulated in article 15 of this Decree, the file for business registration of the converted company must also contain the decision on conversion in accordance with article 154 on the Law on Enterprises, the minutes of a meeting of the members' council in the case of a limited liability company with two or more members, or the minutes of a meeting of the general meeting of shareholders in the case of a shareholding company regarding the conversion, and a valid copy of the business registration certificate of the company.

When the enterprise receives its new business registration certificate, it shall return the original of its former business registration certificate.

An announcement of establishment of the new enterprise shall be published at the same time as notice of termination of operation of the former enterprise and resolution of related rights and obligations.

Article 18. Documents for personal identification in file for business registration

1. Unexpired people's identity card or passport in the case of a Vietnamese citizen in Vietnam.

2. One of the following unexpired documents in the case of a Vietnamese residing overseas:

(a) Vietnamese passport;

(b) Foreign passport (or a document in lieu with equivalent validity) and one of the following unexpired documents:

- Certificate of Vietnamese nationality;

- Certificate of loss of Vietnamese nationality;

- Certificate of registration of citizenship;

- Certificate of Vietnamese origin;[4]

- Certificate of having Vietnamese origin;[5]

- Certificate of Vietnamese blood relationship;

- Other document as stipulated by law.

3. Permanent residence card issued by the competent Vietnamese body and unexpired passport in the case of a foreign individual who is permanently residing in Vietnam.

4. Unexpired passport in the case of a foreign individual who is not permanently residing in Vietnam.

Article 19. Receiving files for business registration

1. The person establishing an enterprise or his or her authorized representative shall submit a complete file as stipulated in this Decree to the provincial business registration office in the locality where the enterprise [proposes to] establish its head office.

2. Founding members, founding shareholders, company owners, owners of private enterprises, partners and legal representatives of enterprises shall be jointly liable for the accuracy, truthfulness and legality of the contents of a file for business registration.

3. Upon receipt of a file, the business registration office shall issue a receipt to the person submitting the file. Business registration offices shall be liable for the validity of a file as stipulated in article 4.3 of the Law on Enterprises, but shall not be liable for any breaches of law by an enterprise after business registration has been conducted.

Article 20. Time-limits for issuance of business registration certificates

1. A provincial business registration office shall issue a business registration certificate to an enterprise within a time-limit of ten (10) working days from the date of receipt of a valid file.

2. If the person establishing the enterprise has not been issued with a business registration certificate or has not received a notice requesting amendment of or addition to the file for business registration after expiry of ten (10) working days, such person has the right to lodge a complaint in accordance with the law on complaints and denunciations.

3. The legal representative of an enterprise shall sign directly the business registration certificate at the business registration office.

Article 21. Issuance of business registration certificates

1. An enterprise shall be issued with a business registration certificate when it satisfies all of the conditions stipulated in article 24 of the Law on Enterprises.

2. If a file is invalid or if the proposed name of the enterprise is incorrect in terms of the regulations, the business registration office must, within a time-limit of ten (10) working days from the date of receipt of the file, provide written notice to the person establishing the enterprise specifying the requirements to amend or add to the file.

3. An enterprise has the right to conduct business operations as from the date of issuance of its business registration certificate, except in the case of a conditional line of business.

Article 22. Provision of information about contents of business registration

1. Information in files for business registration retained at business registration bodies shall have legal validity the same as original information.

2. During the second week of each month, a provincial business registration office shall send a list of enterprises together with detailed information about each enterprise which has registered for business, changed registered items or dissolved or became bankrupt in the previous month to the Ministry of Planning and Investment and to the tax office, the statistics office, the body managing the technical-economic branch at the same level, the district business registration office and the people's committee of the commune, ward or township in the place where the enterprise has its head office.

Article 23. Fees for business registration

Fees for business registration shall depend on the number of registered lines of business.

The basis for calculating the number of registered lines of business for the purpose of collection of fees for business registration shall be the Level 4 lines of business in the system of national economic lines.

Article 24. Registration of operation of branches, representative offices and business locations

1. A file for registration of operation of a branch or representative office:

Within a time-limit of ten (10) working days from the date of the decision to establish a branch or representative office, the enterprise must forward a notice about the establishment of the branch or representative office to the provincial business registration office in the locality where such branch or representative office is proposed to be established. The notice shall contain the following particulars:

(a) Name and address of the head office of the enterprise;

(b) Lines of business of the enterprise;

(c) Name of the branch or representative office proposed to establish. This name must include the name of the enterprise together with the words "branch" in respect of registration for establishment of a branch or "representative office" in respect of registration for establishment of a representative office;

(d) Address of the location of the branch or representative office;

(dd) Contents and scope of operation of the branch or representative office;

(e) Full name, residential[6] address and number of people's identity card, passport or other lawful personal identification as stipulated in article 18 of this Decree of the person who will act as head of the branch or representative office;

(g) Full name and signature of the legal representative of the enterprise.

The notice stipulated in this clause must be accompanied by:

- Copy of the business registration certificate of the enterprise;

- Copy of the charter of the company in the case of limited liability companies, shareholding companies and partnerships;

- Written decision together with minutes of meeting on establishment of the branch or representative office of the members' council in the case of a limited liability company with two or more members, of the company owner or members' council or company chairman in the case of an one member limited liability company, of the board of management in the case of a shareholding company, and of the partners in the case of a partnership;

- Copy of the decision appointing the person who will act as head of the branch or representative office.

In the case of branches conducting lines of business for which a practising certificate is required by law, there must also be a copy of the practising certificate of the head or deputy head of the branch.

In the case where an enterprise establishes a branch or representative office in the same province or city under central authority as the head office of the enterprise, the file for registration of operation shall not be required to include a copy of the business registration certificate of the enterprise or a copy of the company charter.

2. Notice of business locations:

The business locations of an enterprise may be outside the address of its registered head office. In such cases, the business locations of the enterprise may be in the same province or city where the enterprise has its head office or branch. Within a time-limit of ten (10) working days from the date of a decision on establishment of a business location, an enterprise must forward a notice of business location to the provincial business registration office. A notice shall contain the following particulars:

(a) Name and address of the head office of the enterprise, and name and address of the branch (if the business location is at the branch);

(b) Name and address of the business location. The name of the business location must include the name of the enterprise together with the form of organization of the business location;

(d) Full name, residential address and number of people's identity card, passport or other lawful personal identification as stipulated in article 18 of this Decree of the person who will act as head of the business location;

(dd) Full name and signature of the legal representative of the enterprise.

3. Within a time-limit of seven working days from the date of receipt of a valid file, the provincial business registration office shall issue a certificate of registration of operation of the branch or representative office, or shall record the business location as an addition to the business registration certificate of the enterprise or the certificate of registration of operation of the branch.

4. In the case where an enterprise establishes a branch or representative office in a province or city other than the one in which the enterprise has its head office, within a time-limit of seven working days from the date of issuance of the certificate of registration of operation of the branch or representative office, the enterprise must provide written notice to the provincial business registration office in the locality where the enterprise has its head office in order for the latter to make an addition to the business registration file and to re-issue a business registration certificate.

5. The establishment of an offshore[7] branch or representative office of an enterprise shall be implemented in accordance with the law of such offshore country.

Within ten (10) working days from the date of official opening of an offshore branch or representative office, an enterprise must provide written notice to the provincial business registration office in the locality where the enterprise is registered. This notice must be accompanied by a valid copy of the business registration certificate of operation of the branch or representative office or an equivalent document in order [for the provincial business registration office] to make an addition to the business registration file and to re-issue a business registration certificate.

Chapter V

Files, Order and Procedures for Business Registration in Cases of Addition and Change to Registered Items

Article 25. Registration of additions and changes to lines of business

1. Within a time-limit of ten (10) working days from the date of a decision on addition or change to lines of business, an enterprise shall provide notice to the business registration office at which it is registered. The contents on the notice shall comprise:

(a) Name and address of the head office of the enterprise, its business registration number and date of issuance of its business registration certificate;

(b) Lines of business to be added or changed;

In the case of an addition or change to lines of business subject to legal capital requirements, there must also be written confirmation of the legal capital from the authorized body.

In the case of additional lines of business for which a practising certificate is required by law, there must also be a valid copy of the practising certificate of the director (general director) and other managerial personnel of the enterprise as stipulated in article 4.13 of the Law on Enterprises.

The notice must also be accompanied by a written decision and minutes of a meeting of the members' council in the case of a limited liability company with two or more members, of the general meeting of shareholders in the case of a shareholding company, and of the partners in the case of a partnership; a decision of the company owner in the case of an one member limited liability company and a decision of the owner of a private enterprise on the addition or change to lines of business. The decision and minutes of meeting must record clearly the contents of the amended items in the company charter.

2. Upon receipt of the notice, the provincial business registration office shall issue a receipt; and shall carry out registration of the amendment of or addition to the lines of business within seven working days from the date of receipt of a complete and valid file.

When the enterprise receives its new business registration certificate, it must return the original of its former business registration certificate.

Article 26. Registration of change of address of head office of enterprise

1. When changing the address of the head office from one location to another within the same province or city under central authority, the enterprise shall provide notice to the provincial business registration office at which the enterprise is registered within a time-limit of ten (10) working days from the date of the decision on change of address of head office. The contents of the notice shall comprise:

(a) Name and address of the head office of the enterprise, business registration number and date of issuance of the business registration certificate of the enterprise;

(b) Proposed new address of the head office;

The notice must also be accompanied by a written decision and minutes of a meeting of the members' council in the case of a limited liability company with two or more members, of the general meeting of shareholders in the case of a shareholding company, and of the partners in the case of a partnership; a decision of the company owner in the case of an one member limited liability company and a decision of the owner of a private enterprise on the change of address of head office. The decision and minutes of meeting must record clearly the contents of the amended items in the company charter.

Upon receipt of the notice, the business registration office shall issue a receipt; and shall carry out registration of the change of head office address of the enterprise within seven working days from the date of receipt of a complete and valid file.

When the enterprise receives its new business registration certificate, it must return the original of its former business registration certificate.

2. When an enterprise transfers its head office to a different province or city, it shall provide notice to the business registration office of the locality in which it proposes to locate its new office within a time-limit of ten (10) working days from the date of the decision on transfer of the head office. The contents of the notice shall comprise:

(a) Name and address of the head office of the enterprise, business registration number and date of issuance of the business registration certificate of the enterprise;

(b) Proposed new address of the head office;

(c) Full name and number of people's identity card, passport or other lawful personal identification as stipulated in article 18 of this Decree, and permanent residential address and signature of the legal representative of the enterprise.

The notice sent to the business registration office in the locality where the enterprise proposes to establish the new head office must be accompanied by a copy of the amended charter of the company and a list of members in the case of a limited liability company with two or more members, a list of authorized representatives in the case of an one member limited liability company when the management structure of the company has been organized pursuant to the provisions in article 67.3 of the Law on Enterprises, a list of founding shareholders in the case of a shareholding company, and a list of partners in the case of a partnership; a written decision together with minutes of meeting of the members' council in the case of a limited liability company with two or more members, of a meeting of the general meeting of shareholders in the case of a shareholding company, and of the partners in the case of a partnership; a decision of the company owner in the case of an one member limited liability company, or the decision of the owner of a private enterprise.

Upon receipt of the notice, the business registration office in the locality where the enterprise proposes to establish the new head office shall issue a receipt; and shall carry out registration of the transfer of the address of the head office and re-issue a business registration certificate to the enterprise within a time-limit of seven working days from the date of receipt of a valid and complete file if the name of the enterprise is consistent with the provisions on naming of enterprises.

Upon receipt of the new business registration certificate, the enterprise must return the original of its former business registration certificate to the business registration office in the locality where the enterprise has established its new head office.

Within seven working days from the date of re-issuance of the business registration certificate, the business registration office in the locality where the enterprise has established its new head office shall forward a copy of the new business registration certificate to the business registration office in the locality where the enterprise was formerly registered.

3. A change of address of head office of an enterprise shall not change the rights and obligations of such enterprise.

Article 27. Registration of change of name of enterprise

1. Within a time-limit of ten (10) working days from the date of a decision on change of name, an enterprise shall provide a notice to the business registration office at which the enterprise is registered. The contents of the notice shall comprise:

(a) Current name of the enterprise, address of head office, business registration number and date of issuance of business registration certificate;

(b) Proposed new name;

The notice must be accompanied by a written decision together with minutes of meeting of the members' council in the case of a limited liability company with two or more members, of a meeting of the general meeting of shareholders in the case of a shareholding company, and of the partners in the case of a partnership; a decision of the company owner in the case of an one member limited liability company, or the decision of the owner of a private enterprise on the change of name. The decision and minutes of meeting must record clearly the contents of the amended items in the company charter.

2. Upon receipt of the notice, the business registration office shall issue a receipt; and shall carry out registration of the change of name within a time-limit of seven working days from the date of receipt of a valid and complete file if the new name of the enterprise is consistent with the provisions on naming of enterprises.

Upon receipt of the new business registration certificate, the enterprise must return the original of its former business registration certificate.

3. A change of name of an enterprise shall not change the rights and obligations of such enterprise.

Article 28. Registration of changes of partners in partnership

In the case of admission of a new partner or termination of the status of a partner as stipulated in clauses 1, 2 and 3 of article 138 of the Law on Enterprises, within a time-limit of ten (10) working days from the date of the decision on the change of membership of the partnership, the partnership shall forward a notice to the business registration office at which the partnership is registered. The contents of the notice shall comprise:

1. Name and address of the head office of the partnership, business registration number and date of issuance of business registration certificate.

2. Full name and address and number of people's identity card, passport or other lawful personal identification as stipulated in article 18 of this Decree, and permanent residential address of the new partner and/or of the partner whose status as partner within the partnership has been terminated.

3. Signatures of all partners or the authorized partner, but not the signature of the person whose status as a partner has been terminated.

4. Amended items in the partnership charter.

Upon receipt of the notice, the business registration office shall issue a receipt; and shall carry out registration of the change of membership of the partnership within a time-limit of seven working days from the date of receipt of a complete and valid file.

Upon receipt of the new business registration certificate, the enterprise must return the original of its former business registration certificate.

Article 29. Registration of change of legal representative of limited liability company or shareholding company

In the case of a change of the legal representative of a limited liability company or shareholding company, the company shall provide notice to the business registration office at which it is registered within a time-limit of ten (10) working days from the date of the decision making the change. The contents of the notice shall comprise:

1. Name and address of the head office of the company, business registration number, and date of issuance of business registration certificate.

2. Full name and address and number of people's identity card, passport or other lawful personal identification as stipulated in article 18 of this Decree, and position and permanent residential address of the existing legal representative and of the replacement of the legal representative of the company.

3. Full name and signature of the chairman of the members' council (in the case of a limited liability company with two or more members), of the company owner or of the chairman of the board of management or of the chairman of the company (in the case of an one member limited liability company), or of the chairman of the board of management (in the case of a shareholding company). If the chairman of the members' council, chairman of the company or chairman of the board of management is absent from his or her place of residence, is in temporary detention, is incapable of being aware of or controlling his or her acts due to mental or other illness, or refuses to sign the notice of the company, the full names and signatures of members of the members' council or of the company owner or of the members of the board of management attending and voting unanimously in favour of the change of the legal representative of the company must be included.

The notice must be accompanied by the decision on the change of legal representative and copy minutes of meeting of the members' council (in the case of a limited liability company with two or more members), or of the meeting of the general meeting of shareholders (in the case of a shareholding company); or the decision on the change of legal representative made by the company owner (in the case of an one member limited liability company). The decision and minutes of meeting of the members' council or of the general meeting of shareholders or the decision of the company owner must specify the items amended in the company charter.

Upon receipt of the notice, the business registration office shall issue a receipt; and shall carry out registration of the change of legal representative within a time-limit of seven working days from the date of receipt of a complete and valid file.

Upon receipt of the new business registration certificate, the enterprise must return the original of its former business registration certificate.

Article 30. Registration of change in invested capital of owner of private enterprise

Within a time-limit of ten (10) working days from the date of a decision on increase or decrease of registered invested capital, the owner of a private enterprise shall provide notice of change of capital to the business registration office at which it is registered. The contents of the notice shall comprise:

1. Name and address of the head office of the enterprise, business registration number, and date of issuance of business registration certificate.

2. Lines of business.

3. Amount of invested capital formerly registered, amount of capital to be registered after the change, and date of change of invested capital.

4. Full name, nationality and number of people's identity card, passport or other lawful personal identification as stipulated in article 18 of this Decree, and permanent residential address and signature of the owner of the enterprise.

Upon receipt of the notice, the business registration office shall issue a receipt; and shall carry out registration of the change in invested capital within a time-limit of seven working days from the date of receipt of a complete and valid file.

Upon receipt of the new business registration certificate, the enterprise must return the original of its former business registration certificate.

Article 31. Registration of change in charter capital of company

1. Within a time-limit of seven working days from the date of a decision on increase or decrease in charter capital or change of capital contribution ratio, a company shall provide notice to the business registration office at which it is registered. The contents of the notice shall comprise:

(a) Name and address of the head office of the enterprise, business registration number, and date of issuance of business registration certificate;

(b) Full name, address, nationality and number of people's identity card, passport or other lawful personal identification as stipulated in article 18 of this Decree, or number of decision on establishment and business registration number of each member (in the case of a limited liability company with two or more members), of the company owner and authorized representatives (in the case of an one member limited liability company), of the founding shareholders (in the case of a shareholding company), and of the partners (in the case of a partnership);

(c) Capital contribution ratio of each member (in the case of a limited liability company with two or more members) or of each founding shareholder (in the case of a shareholding company), and authorized ownership ratio of each authorized representative in the case of an one member limited liability company where the management structure has been organized as stipulated in article 67.3 of the Law on Enterprises;

(d) Amount of charter capital formerly registered, amount of charter capital after the proposed change, and date and method of increase or decrease of capital;

(dd) Full name, nationality and number of people's identity card, passport or other lawful personal identification as stipulated in article 18 of this Decree, permanent residential address and signature of the legal representative of the company or of the authorized partner in the case of a partnership, and of the chairman of the members' council in the case of a limited liability company and of the chairman of the board of management in the case of a shareholding company.

The notice must be accompanied by the written decision on change of charter capital of the company and copy of the minutes of meeting of the members' council (in the case of a limited liability company with two or more members), or of a meeting of the general meeting of shareholders (in the case of a shareholding company); or the decision on the change made by the company owner (in the case of an one member limited liability company). The decision and minutes of meeting of the members' council or of the general meeting of shareholders or the decision of the company owner must specify the items amended in the company charter.

In the case of decrease in charter capital, the enterprise must include an undertaking to make full payment of debts and other asset obligations after the decrease in capital, and must also include financial statements of the company for the most recent period as from the date of the decision on decrease in charter capital. In the case of a shareholding company in which foreign ownership is more than fifty (50) per cent, the financial statements must be certified by an independent auditor.

Upon receipt of the notice, the business registration office shall issue a receipt; and shall carry out registration of the increase or decrease in the capital of the company within a time-limit of ten (10) working days from the date of receipt of a complete and valid file.

Upon receipt of the new business registration certificate, the enterprise must return the original of its former business registration certificate.

2. Decreases in charter capital of an one member limited liability company shall not be registered.

3. In the case of decrease in capital of an enterprise engaged in a line of business subject to legal capital requirements, the enterprise shall be permitted to register a decrease in charter capital only if the registered capital after such decrease will not be lower than the amount of legal capital prescribed for such line of business.

Article 32. Registration of change of founding shareholder of shareholding companies

1. Registration of change of founding shareholder of a shareholding company in the circumstances stipulated in article in 84.3 of the Law on Enterprises:

Within a time-limit of ten (10) working days from the date of the decision on change, the company shall provide a notice to the business registration office at which the company is registered. The contents of the notice shall comprise:

(a) Name and address of the head office of the company, business registration number, and date of issuance of business registration certificate;

(b) Name and address of the head office and number of business registration certificate or decision on establishment in the case of a founding shareholder being an organization which, or full name and number of people's identity card, passport or other lawful personal identification as stipulated in article 18 of this Decree in the case of a founding shareholder being an individual who has failed to implement the undertaking on capital contribution and the share of capital remaining unpaid of such shareholder;

(c) Name and address of the head office and number of the business registration certificate or decision on establishment in the case of an organization which, or full name and number of people's identity card, passport or other lawful personal identification as stipulated in article 18 of this Decree in the case of an individual who has agreed to contribute a make up share of capital [for the share of capital remaining unpaid by the founding shareholder referred to in sub-clause (b)] and the share of contributed capital of such organization or individual after the make up contribution is made;

(d) Full name and number of people's identity card, passport or other lawful personal identification as stipulated in article 18 of this Decree and signature of the legal representative of the company.

The notice must be accompanied by the written decision and a copy of the minutes of meeting of the general meeting of shareholders on the change of founding shareholder as a result of failure by a shareholder to implement its undertaking on capital contribution; and the list of founding shareholders after the change. The decision and minutes of the meeting of the general meeting of shareholders must specify the items amended in the company charter.

Upon receipt of the notice, the business registration office shall issue a receipt; and shall carry out registration of the change of founding shareholders of the company within a time-limit of seven working days from the date of receipt of a complete and valid file.

Upon receipt of the new business registration certificate, the enterprise must return the original of its former business registration certificate.

2. Registration of change of founding shareholder of a shareholding company in the circumstances stipulated in article in 84.5 of the Law on Enterprises:

(a) Name and address of the head office of the company, business registration number, and date of issuance of business registration certificate;

(b) Name and address of the head office and number of business registration certificate or decision on establishment in the case of a founding shareholder being an organization, or full name and number of people's identity card, passport or other lawful personal identification as stipulated in article 18 of this Decree in the case of a founding shareholder being an individual; shares of contributed capital of the assignor and of the assignee;

(c) Full name and number of people's identity card, passport or other lawful personal identification as stipulated in article 18 of this Decree and signature of the legal representative of the company.

The notice shall be accompanied by the decision and a copy of the minutes of meeting of the general meeting of shareholders on the change of founding shareholder; and the list of founding shareholders after the change. The decision and minutes of the meeting of the general meeting of shareholders must specify the items amended in the company charter.

Upon receipt of the notice, the business registration office shall issue a receipt; and shall carry out registration of the change of founding shareholder of the company within a time-limit of seven working days from the date of receipt of a complete and valid file.

Upon receipt of the new business registration certificate, the enterprise must return the original of its former business registration certificate.

Article 33. Registration of change of members of limited liability company with two or more members

1. In the case of [a change arising from the company] admitting a new member, within a time-limit of ten (10) working days from the date of the decision on change, the company shall provide a notice to the business registration office at which the company is registered. The contents of the notice shall comprise:

(a) Name and address of the head office of the company, business registration number, and date of issuance of business registration certificate;

(b) Name and address of the head office in the case of a [new] member being an organization; or full name, nationality and number of people's identity card, passport or other lawful personal identification as stipulated in article 18 of this Decree in the case of a [new] member being an individual; value of capital contributed and share of capital contributed, date of capital contribution, type of asset contributed as capital, and quantity and value of each type of asset contributed as capital by the new member;

(d) Charter capital of the company after admission of the new member;

(dd) Full name and signature of the legal representative of the company.

The notice shall be accompanied by the decision and a copy of the minutes of meeting of the members' council on admission of the new member and a document evidencing the capital contribution share of the new member to the company. In the case of a member being a foreign organization, a valid copy of the licence for establishment or business registration certificate or document with equivalent validity shall also be required. In the case of a member being a foreign individual, a copy of the unexpired passport or other lawful personal identification as stipulated in article 18 of this Decree shall also be required. The decision and minutes of the meeting of the members' council must specify the items amended in the company charter.

Upon receipt of the notice, the business registration office shall issue a receipt; and shall carry out registration of the change of membership and the increase of charter capital of the company within a time-limit of seven working days from the date of receipt of a complete and valid file.

2. In the case of a change of membership arising from assignment of a share of capital, within a time-limit of ten (10) working days from the date of the decision on change, the company shall provide a notice to the business registration office at which the company is registered. The contents of the notice shall comprise:

(a) Name and address of the head office of the company, business registration number, and date of issuance of business registration certificate;

(b) Name and address of the head office in the case of an organization; or full name, nationality and number of people's identity card, passport or other lawful personal identification as stipulated in article 18 of this Decree in the case of an individual; share of capital of the assignor member and of the assignee member;

(d) Date for implementation of the assignment;

(dd) Full name and signature of the legal representative of the company.

The notice must be accompanied by the assignment contract and by documents evidencing the completion of the assignment as certified by the company.

Upon receipt of the notice, the business registration office shall issue a receipt; and shall carry out registration of the change of membership within a time-limit of seven working days from the date of receipt of a complete and valid file.

3. In the case of a change in membership as a result of inheritance, within a time-limit of ten (10) working days from the date of the decision on change, the company shall provide a notice to the business registration office at which the company is registered. The contents of the notice shall comprise:

(a) Name and address of the head office of the company, business registration number, and date of issuance of business registration certificate;

(b) Full name and number of people's identity card, passport or other lawful personal identification as stipulated in article 18 of this Decree, and nationality and share of capital of the member being the legator and of each legatee;

(d) Full name and signature of the legal representative of the company.

Upon receipt of the notice, the business registration office shall issue a receipt; and shall carry out registration of the change in membership within a time-limit of seven working days from the date of receipt of a complete and valid file.

4. In the case of registration of a change in membership as a result of a member failing to implement the undertaking to contribute capital as stipulated in article 39.3 of the Law on Enterprises, within a time-limit of ten (10) working days from the date of the decision on change, the company shall provide a notice to the business registration office at which the company is registered. The contents of the notice shall comprise:

(a) Name and address of the head office of the company, business registration number, and date of issuance of business registration certificate;

(b) Name and address of the head office, or full name and number of people's identity card, passport or other lawful personal identification as stipulated in article 18 of this Decree and nationality, and share of contributed capital of the member having failed to implement the undertaking on share of capital and of the person having agreed to contribute such unpaid share of capital;

The notice shall be accompanied by the decision and a copy of the minutes of meeting of the members' council on the change in membership as a result of failure by a shareholder to implement its undertaking on capital contribution; and the list of remaining shareholders after the change. The decision and minutes of the meeting of the members' council must specify the items amended in the company charter.

5. Upon receipt of the new business registration certificate, an enterprise must return the original of its former business registration certificate.

Article 34. Registration of change in registered items and registration of operation pursuant to court decision.

An enterprise must register changes in the case of any change in registered items and registration of operation pursuant to the decision of a court. In addition to all documents stipulated in this Chapter, the file for registration of these changes shall contain a valid copy of the verdict or decision of the court which has taken legal effect.

Article 35.1 Right of enterprises to lodge complaints

If, after the stipulated time-limit from the date of submission of a notice to a business registration office on an amendment of or addition to items of business registration as provided for in this Chapter, registration of the change to registered items has not been carried out as stipulated or an enterprise has not received a notice requesting amendment of or addition to its file from such business registration office, the enterprise has the right to lodge a complaint in accordance with the law on complaints and denunciations.

Chapter VI

Business Registration of Household businesses

Article 36. Household businesses

1. An household business as owned by one Vietnamese citizen, by one group of persons or one individual household may be registered for business at one location only, may employ only up to ten (10) employees, shall not have a seal, and shall be liable for its business activities to the full extent of its assets.

2. Household businesses which engage in agricultural, forestry, fishery or salt production or which are street hawkers, nosh vendors, long-distance traders[8], itinerant traders or service providers earning low income shall not be required to register their businesses, unless they conduct business in conditional lines of business. People's committees of cities and provinces under central authority shall stipulate the applicable level of low income within their locality. The stipulated level of low income may not be higher than the stipulated threshold at which personal income tax is payable in accordance with the law on tax.

3. Any household business which employs regularly more than ten (10) employees must register business as an enterprise.

Article 37. Right to establish household business and obligation to conduct business registration

1. All Vietnamese citizens who have reached the age of eighteen (18) years and have full legal capacity and full capacity for civil acts and all households have the right to establish an household business and have the obligation to conduct business registration in accordance with the provisions of this Chapter.

2. [Each] individual or household business stipulated in clause 1 of this article may conduct business registration for only one household business in the entire country.

Article 38. Order and procedures for business registration of household businesses

1. An individual or the representative of a household shall submit a request for business registration as an household business together with a copy of the people's identity card of such individual or representative to the district business registration office in the place where the business is located.

2. The request for business registration shall comprise:

(a) Full name of the household business and address of business location;

(b) Lines of business;

(d) Full name, number and date of issuance of people's identity card, residential address and signature of the individual applicant or representative of the household.

In the case of lines of business for which a practising certificate is required, a valid copy of the practising certificate of the individual or representative of the household must accompany the documents stipulated in clause 1 of this article.

In the case of lines of business subject to legal capital requirements, the confirmation from the authorized body or organization of the legal capital of the household business must accompany the documents stipulated in clause 1 of this article.

3. Upon receipt of an application, a district business registration office shall issue a receipt; and shall issue a business registration certificate to the household business within a time-limit of five working days from the date of receipt of a file if it satisfies the following conditions:

(a) Any line of business is not on the list of prohibited lines of business;

(b) The name of the household business complies with article 42 of this Decree;

If a file is invalid, the business registration office must, within a time-limit of five working days from the date of receipt of the file, provide written notice to the person establishing the household business of the requirement to amend or add to the file.

4. If, after expiry of five working days from the date of submission of such file, the person registering the business household has not been issued with a business registration certificate or has not received a notice requesting amendment of or addition to the file for business registration, such person has the right to lodge a complaint in accordance with the law on complaints and denunciations.

5. Periodically, during the first week of a month, the district business registration office shall forward a list of household businesses registered in the previous month to the provincial business registration office, to the tax office at the same level and to the department for the specialized branch.

Article 39. Commencement of business

An household business may conduct its business activities after the issuance of the business registration certificate, unless it conducts a conditional line of business.

Article 40. Business locations of household businesses

Household businesses which are long-distance traders or itinerant traders must choose one fixed location for business registration. This location may be the place where they have registered their permanent address, the place where they have registered their temporary address, the location where they conduct most of their business activities, or the location where they procure goods for trading. Household businesses which are long-distance traders or itinerant traders shall be permitted to conduct business outside the location for which they have registered business with the business registration office, but they must notify the tax office and the market management authority of the location of their head office registration and of the locations where they conduct business activities.

Article 41. Registration of change to items of business registration

1. In the case of any change to the registered contents of business registration, a household business shall notify such change to the district business registration office which issued the business registration certificate.

2. In the case where business activities are suspended for thirty (30) or more days, a household business shall notify the district business registration office which issued its business registration certificate and also the tax office which directly manages the household business. The duration of a suspension of business activities may not exceed one year.

3. When a household business terminates its business activities, it must surrender the original of its business registration certificate to the district business registration office at which it is registered and, at the same time, make full payment of all debts, including tax debts and other financial obligations which are not yet fulfilled.

Article 42. Naming of household businesses

1. Each household business shall have its own name. The name of a household business shall contain the following two components:

(a) The first component shall include the words describing the form of business, namely "household business";

(b) The second component shall be the proper name of the household business.

The proper name must be written in Vietnamese, may be followed by numbers and signs, and must be pronounceable.

2. When selecting the proper name of a household business, it shall be prohibited to use words or signs which are contrary to the historical traditions, culture, ethics and fine customs of the people.

3. The proper name of a household business must not be the same as the proper name of another household business which has been registered within the same district.

Chapter VII

Order and Procedures for Registration of Temporary Suspension of Business and for Re-Issuance or Revocation of Business Registration Certificates

Article 43. Temporary suspension of business

An enterprise which suspends temporarily business must provide a written notice to the business registration office at which the enterprise is registered and to the tax office at least fifteen (15) working days prior to the temporary suspension of business. The contents of the notice shall comprise:

1. Name and address of the head office, business registration number, and date of issuance of business registration certificate.

2. Lines of business.

3. Duration of temporary suspension of business, including dates of commencement and termination. The duration of a temporary suspension of business stipulated in a notice must not exceed one year. Upon expiry of the period stipulated in the notice, if the enterprise continues the temporary suspension of business, the enterprise must provide a further notice to the business registration office. The aggregate duration of temporary suspension of business shall not be permitted to exceed two years.

4. Reason for temporary suspension of business.

5. Full name and signature of the legal representative of the enterprise.

The notice must be accompanied by a decision and minutes of a meeting of the members' council in the case of a limited liability company with two or more members, of the company owner in the case of an one member limited liability company, of a meeting of the general meeting of shareholders in the case of a shareholding company or of the partners in the case of a partnership.

The business registration office shall receive the notice and record it in its monitoring book.

Article 44. Re-issuance of business registration certificates

1. When a business registration certificate is lost, the business registration certificate is re-issued.

(a) An enterprise which loses its business registration certificate must declare the loss with the police office in the locality where the certificate was lost and with the business registration office at which the enterprise is registered; and the enterprise must make three consecutive announcements of the loss on the mass media;

(b) If the enterprise has not found its business registration certificate after expiry of thirty (30) days from the date of such announcement, it must make a request to the business registration office at which it is registered for re-issuance of a business registration certificate. The file shall comprise the following documents:

- Request for re-issuance of business registration certificate;

- Certification by the police office of the declaration of loss of the business registration certificate by the enterprise;

- Certification from the press and/or radio agency of publication of the announcement of loss of the business registration certificate, or the newspaper on which such notice was published.

2.Re-issuance of a business registration certificate which has been torn, rumpled, burnt or destroyed in some other manner:

In the abovementioned cases, an enterprise shall forward a request to the business registration office, specifying the reason for its application for re-issuance of the business registration certificate.

3. Upon receipt of the file stipulated in clauses 1 or 2 of this article, the business registration office shall issue a receipt to the enterprise.

Within a time-limit of seven working days from the date of receipt of a complete and valid file, the business registration office shall re-issue the business registration certificate for the enterprise and specify the number of occasions on which the certificate has been re-issued. The re-issued business registration certificate shall bear the same number as the previously issued certificate.

4. The provisions in clauses 1, 2 and 3 of this article shall also apply to re-issuance of a certificate of registration of business operation of a branch or representative office where the certificate has been lost, torn, rumpled, burnt or destroyed in some other manner.

5. In the case where a business registration certificate is issued incorrectly in terms of the stipulated file, orders and procedures, the business registration office must notify the enterprise to complete its file in order for consideration to be given to the re-issuance or refusal to issue a business registration certificate.

Article 45. Revocation of business registration certificates

1. The circumstances in which a business registration certificate shall be revoked are as stipulated in article 165.2 of the Law on Enterprises.

2. The order and procedures for revocation of a business registration certificate pursuant to a court decision shall be implemented in accordance with guidelines of the competent State body.

Article 46. Order and procedures for revocation of business registration certificates

1. In the case where the business registration office discovers that the items declared in a file for business registration are false:

If a business registration office discovers that the items declared in a file for business registration of a newly established enterprise are false, it shall issue a notice of breach by the enterprise and issue a decision revoking the business registration certificate.

If a business registration office discovers that the items declared in a file for registration of changes in registered items are false, it shall request the competent body to impose an administrative penalty on the breach of business registration and, at the same time, rescind the changes to the registered items which were made on the basis of the false information.

2. In the case where the owner of a private enterprise, a member of a limited liability company, a founding shareholder of a shareholding company or a partner in a partnership is an entity prohibited from establishing an enterprise as stipulated in article 13.2 of the Law on Enterprises:

(a) In the case where the offender is an individual owning a private enterprise or one member limited liability company, the business registration office at the place where the enterprise is registered shall issue a notice of breach and issue a decision revoking the business registration certificate;

(b) In the case where the offender is an organization owning a limited liability company of two or more members or an one member limited liability company, and in the case of a shareholding company and a partnership: the business registration office at which the enterprise is registered shall issue a notice requiring the enterprise to change such member or shareholder being in the category of entities without the right to establish an enterprise within a time-limit of thirty (30) days from the date of such notice. If, after expiry of this time-limit, the enterprise fails to register a change of such member or shareholder, the business registration office shall issue a notice of breach and shall issue a decision revoking the business registration certificate.

3. In the case where an enterprise breaches any of the provisions stipulated in sub-clauses (c), (d), (dd) and (e) of article 165.2 of the Law on Enterprises, the business registration office shall issue a notice of breach and require the legal representative of the enterprise to attend the business registration office to explain. If, after ten (10) working days from expiry of the period for the appointment stipulated in such notice, the person requested to attend has failed to do so, the business registration office shall issue a decision revoking the business registration certificate.

4. In the case where an enterprise fails to send the reports stipulated in sub-clause (g) of article 165.2 of the Law on Enterprises, within a time-limit of ten (10) working days from the expiry of the period within which such report should have been sent, the business registration office shall issue a notice requiring the legal representative of the enterprise to attend the business registration office to explain. If, after ten (10) working days from expiry of the period for the appointment stipulated in such notice, the person requested to attend has failed to do so, the business registration office shall issue a notice of breach and shall issue a decision revoking the business registration certificate.

5. If the business registration office discovers that an enterprise is conducting a prohibited line of business, it shall issue a notice of breach and also issue a decision revoking the business registration certificate and, at the same time, send a notice to the authorized State body to deal with the matter in accordance with law.

6. Any enterprise which receives a decision revoking its business registration certificate shall be required to carry out procedures for dissolution in accordance with article 158 of the Law on Enterprises. If a dissolution file is not received within six months from the date of the decision revoking the business registration certificate, the enterprise shall be deemed to have been dissolved and the business registration office shall remove the name of the enterprise from the business register. In such case, the legal representative or members of a limited liability company, the owner of an one member limited liability company, the owner of a private enterprise, or all members of the board of management of a shareholding company or all partners in a partnership shall be jointly liable for outstanding debts and other unpaid asset obligations.

Article 47. Circumstances of revocation of business registration certificate of household business

The business registration certificate of a household business shall be revoked in the following circumstances:

1. Failure to conduct business within a period of six months from the date of issuance of the business registration certificate.

2. Suspension of business activities for six consecutive months without notifying the district business registration office at which such household business is registered.

3. Transfer of business location to another district.

4. Conducting a prohibited line of business.

Chapter VIII

Implementing Provisions

Article 48. Dealing with breaches and rewards

1. State employees or officers who request persons establishing enterprises to submit additional documents or to conduct additional procedures or who impose conditions for business registration which are contrary to this Decree; or who cause difficulties and trouble to organizations and individuals while resolving business registration or checking registered items shall be dealt with in accordance with law.

2. State employees or officers who refuse to issue business registration certificates to persons satisfying conditions or who issue business registration certificates to persons not satisfying conditions shall be dealt with in accordance with law.

3. Business registration bodies and State employees performing well the duties assigned to them shall be rewarded in accordance with law.

Article 49. Effectiveness

1. This Decree shall be of full force and effect after fifteen (15) days from the date of its publication in the Official Gazette. All previous provisions which are inconsistent with this Decree are hereby repealed.

2. This Decree shall replace Decree 109-2004-ND-CP of the Government dated 2 April 2004 on business registration.

Article 50. Responsibility for implementation

Ministers, heads of ministerial equivalent bodies, heads of Government bodies, and chairmen of people's committees of provinces and cities under central authority shall be responsible for implementation of this Decree.

The Minister of Planning and Investment, the Minister of Interior, the Minister of Finance, the Minister of Justice and the Minister of Police shall provide guidelines for implementation of this Decree.

For the Government

Prime Minister

Nguyen Tan Dung

[1] The term used here refers to “bodies” in general, not the specific “office” as in Art. 5-6.

[2] Allens Arthur Robinson Note: Both of these words mean "new", but "tan" is a Vietnamese-Chinese word and is usually placed before a noun (according to Chinese grammar) while "moi" is a pure Vietnamese word and is placed after the noun it complements.

[3] Allens Arthur Robinson Note: The Vietnamese term for "company" encompasses "partnership".

[4] Allens Arthur Robinson Note: As issued to persons with both parents being Vietnamese.

[5] Allens Arthur Robinson Note: As issued to persons with one parent being Vietnamese and one being foreign.

[6] “Residential address” and “permanent residential address” are both used in this Decree.

[7] Allens Arthur Robinson Note: The literal translation is "in a foreign country".

[8] It is hard to find an equivalent in English for this term, “buon chuyen”. It means individual traders (buon) who go on long distance trips (chuyen) to buy or sell goods, usually as wholesalers.