Regulations on business registration certificates

1. What is an enterprise registration certificate?

🔰 According to the provisions of Clause 12, Article 4 of the 2014 Law on Enterprises, an enterprise registration certificate is a document or an electronic copy that the business registration authority issues to an enterprise recording information about enterprise registration.

2. Characteristics of enterprise registration certificates:

2.1. Licensing authority:

✔ This is a type of license licensed by the State's public administrative agency.

✔ The business registration agency specified in Article 13 of Decree No. 78/2015/ND-CP is the Business Registration Office under the Department of Planning and Investment (Business Registration Office).

2.2. Conditions for being granted an enterprise registration certificate:

An enterprise shall be granted an enterprise registration certificate when it fully meets the conditions specified in Clause 1, Article 28 of the Law on Enterprises 2014 as follows:

✅  The registered business lines are not banned from business investment;

✅  The enterprise's name is set according to regulations;

✅  Have valid business registration documents;

✅  Fully pay the business registration fee in accordance with the law on fees and charges.

2.3. Contents of the business registration certificate:

⚡ An enterprise registration certificate shows a number of contents specified in Article 29 of the 2014 Enterprise Law, including:

✔  Business name and business code.

✔  Address of the head office of the enterprise.

✔  Full name, permanent address, nationality, number of Citizen's Identity Card, People's Identity Card, Passport, or other lawful personal identification of the legal representative of the enterprise for the company limited liability and joint stock company; of general partners in the case of a partnership; of business owners for private enterprises; full name, permanent address, nationality, number of citizen identification card, people's identity card, passport or other lawful personal identification of the member being individual; name, enterprise code and address of the head office of the member being an organization, for limited liability companies.

✔  Charter capital.

2.4. Order of issuance of business registration certificate:

✔ The application file for a Business Registration Certificate is specified in Decree 78/2015/ND-CP depending on the type of business you want to establish.

✔ Enterprises can submit business registration documents, receive business registration certificates, certificates of change of business registration contents directly at the Business Registration Office, or register to submit documents and receive results by mail.

3. Regarding the re-issuance of the enterprise registration certificate:

⚡ In case the Certificate of Business Registration is lost, damaged, or otherwise destroyed, the Enterprise shall be re-granted the Certificate of Business Registration and must pay the fee as prescribed by law.

⚡ Procedures for re-issuance of the Business Registration Certificate:

Step 1: The enterprise sends a written request for re-issuance to the Business Registration Office where the enterprise is headquartered.

Step 2: The Business Registration Office considers re-issuance within 03 working days from the date of receipt of the written request.

4. Procedures for changing the information on the enterprise registration certificate:

Registration deadline changed:

➥ Enterprises are responsible for registering changes to the contents of the Business Registration Certificate within 10 days from the date of the change.

Deadline for settlement:

➥ Within 03 working days from the date of receipt of the application, the business registration agency shall consider the validity of the application and issue a new business registration certificate; in case the application is not valid, the business registration agency must notify in writing the content that needs to be amended and supplemented to the enterprise.

➥ In case of refusal to issue a new Business Registration Certificate, a written notice must be given to the enterprise, clearly stating the reason.

Registration procedure changes:

➥ Procedures for registration of changes to the contents of the Business Registration Certificate for each specific case are specified from Article 47 to Article 55, from Article 61 to Article 64 of Decree No. 01/2021/ND-CP.

The registration procedure changes according to the decision of the Court or Arbitration:

➥ Registration of changes to the contents of the Certificate of Business Registration according to the decision of the Court or the Arbitration shall be carried out according to the following order and procedures:

▪️ The applicant for registration of changes in the contents of the Business Registration Certificate shall send the request for registration of changes to the competent business registration authority within 15 days from the date on which the court's judgment or decision takes legal effect or the arbitral award takes effect.

▪️ The registration dossier must include a copy of the legally effective court judgment or decision or the effective arbitral award;

▪️ Within 03 working days from the date of receipt of the registration request specified at point a of this clause, the business registration agency shall consider and issue a new business registration certificate according to the contents of the legally effective court judgment or decision or the effective arbitration award;           

➥ In case the application is not valid, the business registration agency must notify in writing the content to be amended or supplemented to the change registration requester.

➥ In case of refusal to issue a new business registration certificate, it must notify in writing the change requester clearly stating the reason.

5. In case an enterprise has its enterprise registration certificate revoked:

🔗 The content declared in the business registration dossier is forged;

🔗 Enterprises established by persons banned from establishing businesses as prescribed in Clause 2, Article 17 of the Enterprise Law 2020;

🔗 The enterprise stops operating for 1 year without notifying the business registration agency and tax agency;

🔗 The enterprise fails to send the report as prescribed at point c, clause 1, Article 216 of the Law on Enterprises 2020 to the business registration agency within 06 months from the deadline for submitting the report or has a written request;

🔗 In other cases according to the decision of the Court, the proposal of the competent authority is in accordance with the provisions of law.

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