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New Decree guides on enterprise registration

VGP – The Government on September 14 issued Decree 78/2015/ND-CP (Decree 78) on enterprise registration.

November 19, 2015 1:47 PM GMT+7

Question: What are the new procedures on enterprise registration?

Answer: The new decree has the outstanding points as follows:

Enterprise registration (ER) dossiers

Enterprises doing conditioned business do not have to provide documents to satisfy the business conditions required by the law at the time of enterprise establishment registration or the supplementation of its conditioned business lines. This is the important administrative reform in the line with the Enterprise Law in 2014 and away from the provisions in Decree 43/2010/ND-CP, dated April 15, 2010 (Decree 43).

In addition, Decree 78 also added provisions on dossiers and ER procedures for credit institutions to clarify the procedure for an ER request of credit institutions under the Law on Credit Institutions, which in the past was missed by both the Enterprise Law 2005 and Decree 43.

All requirements for registration dossier amendments must be specified in a notice

Decree 78 supplements the regulations and processes for ensuring the timely issuance of an Enterprise Registration Certificate (ERC) or certificate of content change of an enterprise registration to three days as prescribed by Enterprise Law 2014 (instead of the five working days as before).

Decree 78 also requires the Business Registration Body to specify all the required amendments and additions to each of dossier set submitted by an enterprise through a notice of modification and supplementation of the enterprise registration dossier. This requirement will help to avoid the current practice of making several amendments and supplements to a set of enterprise registration dossiers.

The seals of an enterprise must have the same form and content

Decree 78 reaffirmed the provisions of Enterprise Law 2014 allowing enterprises to decide on the form and content and number of seals but requires that all seals of an enterprise must have the same content and form.

Besides, Decree 78 requires enterprises must send the notice on the quantity of seals, seal design, and its effective date to Business Registration Office of the province where the enterprise or their branch/representative office is situated in order to post the seal design on National Business Registration Portal before using, changing, or destroying a seal design of enterprises or their branch/representative office.

Provisions on cases where Enterprise Registration Body can withdraw Enterprise Registration Certificate

Decree 78 provides more power to Business Registration Bodies in handling the case of enterprises that have violated a conditional business line. Accordingly, should an enterprise not suspend that conditional business lines as requested, the Business Registration Body may require the enterprise to submit explanatory report. If the enterprise does not report within the time as prescribed by law, the Business Registration Body is entitled to revoke its Enterprise Registration Certificate.

Additionally, under the provisions of Decree 78, in case an enterprise violates the industrial property rights of a third party in the name of the enterprise and is administratively fined by a competent authority, according to the remedial measures the enterprise will be forced to change its name or to remove the infringing elements in its name. If the violating organization or individual does not implement the sanction within the time limit prescribed by law, the competent authority handling the violation will notify the Business Registration Body to require the enterprise to submit explanatory report. If the enterprise does not report, the Business Registration Body will revoke its Enterprise Registration Certificate in accordance with Enterprise Law 2014.

Guidelines applying to enterprises established and operating under the Investment License and Investment Certificate

To ensure the implementation of provisions of the Enterprise Law 2014 and Investment Law 2014, Decree 78 has specified procedures for issuance of Business Registration Certificate to enterprises operating under an Investment License (IL) and the Investment Certificate (IC). Accordingly, enterprises that have been granted an IL or IC before Decree 78 takes effect are not required to register for an Enterprise Registration Certificate for business lines that correspond to that IL or IC. Where an enterprises demands the granting of an Enterprise Registration Certificate for contents registered in the IL or IC but does not change the contents of business registration, the enterprise only needs to submit a written request accompanied by a valid copy of the IL or IC and a valid copy of its tax registration certificate to be issued an Enterprise Registration Certificate.

Decree 78 takes effect as from November 1, 2015 and replaces Decree 43 and Decree 05/2013/ND-CP, dated January 9, 2013 of the Government amending and supplementing a number of articles of Decree 43./.