What are procedures for tax registration in the case of reorganization of a joint-stock company in Vietnam?

Is it necessary to fulfill the obligation of taxpayer registration in the case of reorganization of a joint-stock company in Vietnam?

Based on Article 38 of the Law on Tax Administration 2019, which stipulates taxpayer registration in cases of reorganization, as follows:

Tax registration in case of enterprise reorganization

1. Taxpayers registering for taxpayer registration along with enterprise registration, cooperative registration, or business registration when reorganizing an enterprise shall carry out taxpayer registration together with enterprise registration, cooperative registration, or business registration according to the provisions of law.

2. Taxpayers registering directly with the tax authority when reorganizing an enterprise must terminate the tax identification number for the entity that is split, merged, consolidated, or has changed information for the entity being separated, and register new or change information for the new entity after the split, separation, merger, or consolidation.

According to the above regulations, in cases where taxpayer registration is done together with enterprise registration or directly with the tax authority, when reorganization of an enterprise, joint-stock companies must fulfill the obligation of taxpayer registration, specifically:

- In the case of taxpayer registration along with enterprise registration: perform taxpayer registration together with the enterprise registration according to the legal provisions.

- In the case of taxpayer registration directly with the tax authority: terminate the validity of the tax identification number for the entity being split, merged, or consolidated, or change the information for the entity being separated, and register new or change information for the new entity after reorganization of, separating, merging, or consolidating.

What are procedures for tax registration in the case of reorganization of a joint-stock company in Vietnam? (Image from the Internet)

What are procedures for tax registration in the case of reorganization of a joint-stock company in Vietnam?

According to the provisions of Clause 2, Article 20 of Circular 105/2020/TT-BTC, which regulates taxpayer registration in the case of reorganization of a company, as follows:

(1) For the company being split:

In the case where, after the split, the entity being split undergoes a change in taxpayer registration information, the entity must complete the procedure to change taxpayer registration information with the directly managing tax authority within 10 (ten) working days from the date of issuance of the establishment and operation license, establishment decision, or an equivalent document from a competent government authority.

The taxpayer registration dossier includes:

- A declaration of adjustment and addition of taxpayer registration information, form number 08-MST Download issued together with Circular 105/2020/TT-BTC;

- A copy of the decision to split the organization or an equivalent document;

- A copy of the establishment and operation license, establishment decision, or an equivalent document.

The tax authority shall carry out the procedure for changing the taxpayer registration information of the entity being split as prescribed in Article 36 of the Law on Tax Administration 2019 and Article 11 of Circular 105/2020/TT-BTC. The entity being split continues to use the tax identification number assigned previously to fulfill tax obligations.

(2) For the entity being separated:

The entity being separated must complete the taxpayer registration procedure with the tax authority as prescribed in Articles 31, 32, 33 of the Law on Tax Administration 2019 and Article 7 of Circular 105/2020/TT-BTC.

Based on the taxpayer registration dossier of the entity being separated, the tax authority shall carry out the procedures and sequence to issue a tax identification number to the taxpayer as prescribed in Article 34 of the Law on Tax Administration and Article 8 of Circular 105/2020/TT-BTC.

Vietnam: What does the application for first-time taxpayer registration include?

Based on Article 31 of the Law on Tax Administration 2019, which regulates the initial taxpayer registration dossier as follows:

Initial taxpayer registration dossier

1. Taxpayers registering for taxpayer registration along with enterprise registration, cooperative registration, or business registration, the taxpayer registration dossier is the enterprise registration, cooperative registration, or business registration dossier according to the provisions of law.

2. A taxpayer that is an organization registering directly with the tax authority shall have a taxpayer registration dossier that includes:

a) Taxpayer registration declaration;

b) A copy of the establishment and operation license, establishment decision, investment registration certificate, or other equivalent documents issued by the competent authority that is still valid;

c) Other relevant documents.

3. A taxpayer that is a household, business household, or individual registering directly with the tax authority shall have a taxpayer registration dossier that includes:

a) Taxpayer registration declaration or tax declaration;

b) A copy of the identity card, a copy of the citizen ID card, or a copy of the passport;

c) Other relevant documents.

4. The connection of information between state management agencies and the tax authority to receive taxpayer registration dossiers and issue tax identification numbers through a one-stop-shop mechanism via an electronic information portal shall be implemented according to relevant legal regulations.

From the above regulations, it can be seen that if a company registers for the first time, the taxpayer registration dossier is as follows:

(1) In the case where a taxpayer registers for taxpayer registration along with enterprise registration or business registration, the taxpayer registration dossier is the enterprise registration or business registration dossier according to the provisions of law.

(2) In the case where an organization registers directly with the tax authority, the taxpayer registration dossier includes:

- Taxpayer registration declaration;

- A copy of the establishment and operation license, establishment decision, investment registration certificate, or other equivalent document issued by the competent authority that is still valid;

- Other relevant documents.