Enterprises that change their investment capital must register to change the contents of the Certificate of Enterprise Registration in Vietnam?
- What are the conditions for the issuance of the Certificate of Enterprise Registration in Vietnam?
- Enterprises that change their investment capital must register to change the contents of the Certificate of Enterprise Registration in Vietnam?
- Is there a penalty for changing the investment capital without registering the change in the contents of the Certificate of Enterprise Registration?
What are the conditions for the issuance of the Certificate of Enterprise Registration in Vietnam?
Pursuant to Article 27 of the 2020 Law on Enterprises of Vietnam on the issuance of the Certificate of Enterprise Registration in Vietnam as follows:
- An enterprise will be granted the Certificate of Enterprise Registration when the following conditions are fully satisfied:
+ The registered business lines are not banned;
+ The enterprise’s name is conformable with regulations of Articles 37, 38, 39 and 41 of the 2020 Law on Enterprises;
+ The enterprise registration application is valid;
+ The enterprise registration fees are fully paid in accordance with regulations of law on fees and charges.
- In case a Certificate of Enterprise Registration is lost or damaged, it will be reissued at a fee prescribed by law.
Enterprises that change their investment capital must register to change the contents of the Certificate of Enterprise Registration in Vietnam?
Enterprises that change their investment capital must register to change the contents of the Certificate of Enterprise Registration in Vietnam?
Pursuant to Clause 1, Article 30 of the 2020 Law on Enterprises of Vietnam stipulating as follows:
- Revisions to any of the information specified in Article 28 of the 2020 Law on Enterprises on the Certificate of Enterprise Registration shall be registered by the enterprise with the business registration authority.
Pursuant to Article 28 of the 2020 Law on Enterprises of Vietnam, a Certificate of Enterprise Registration shall contain the following information:
- The enterprise’s name and EID number;
- The enterprise’s headquarters address;
- Full name, signature, mailing address, nationality and legal document number of the legal representative (for limited liability companies and joint stock companies), each partner (for partnerships), the owner (for sole proprietorships). Full name, mailing address, nationality and legal document number of each member that is an individual; name, EID number and headquarters address of each member that is an organization (for limited liability companies);
- The charter capital (or investment capital if the enterprise is a sole proprietorship).
Thus, when changing the investment capital for a sole proprietorship, it is necessary to carry out the registration procedures for changing the contents of the Certificate of Enterprise Registration.
Is there a penalty for changing the investment capital without registering the change in the contents of the Certificate of Enterprise Registration?
Pursuant to Article 44 of Decree 122/2021/ND-CP of Vietnam, there are regulations on penalties for violations against regulations on deadline for registering changes in enterprise registration certificates as follows:
Violations against regulations on deadline for registering changes in enterprise registration certificates
1. A warning shall be imposed for violations against regulations on deadline for registering changes in the enterprise registration certificate and changes in branch/representative office/business location registration information 01 - 10 days behind schedule.
2. A fine ranging from VND 3,000,000 to VND 5,000,000 shall be imposed for violations against regulations on deadline for registering changes in the enterprise registration certificate and changes in branch/representative office/business location registration information 11 - 30 days behind schedule.
3. A fine ranging from VND 5,000,000 to VND 10,000,000 shall be imposed for violations against regulations on deadline for registering changes in the enterprise registration certificate and changes in branch/representative office/business location registration information 31 - 90 days behind schedule.
4. A fine ranging from VND 10,000,000 to VND 20,000,000 shall be imposed for violations against regulations on deadline for registering changes in the enterprise registration certificate and changes in branch/representative office/business location registration information 91 days or longer behind schedule.
5. A fine ranging from VND 20,000,000 to VND 30,000,000 shall be imposed for failure to register changes in the enterprise registration certificate and changes in branch/representative office/business location registration information.
6. Remedial measures:
The violator is compelled to:
a) register changes in the enterprise registration certificate and changes in branch/representative office/business location registration information if any of the violations specified in Clauses 1 to 4 of this Article is committed in cases where the changes are yet to be registered as prescribed;
b) register changes in the enterprise registration certificate and changes in branch/representative office/business location registration information if the violation in Clause 5 of this Article is committed.
Thus, in case of failure to register to change the contents of the enterprise registration certificate, a fine of between VND 20 million and VND 30 million may be imposed and the registration of changes to the contents of the enterprise registration certificate may be imposed.
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