Must Enterprises Complete the Procedures for Updating Chip-based Citizen Identification Cards for Legal Representatives on Business Registration Before March 31, 2023?
Is it Mandatory to Change the Enterprise Registration Certificate When Changing ID Card to Citizen Identity Card?
According to Clause 1, Article 30 of the Law on Enterprises 2020, the provisions are as follows:
Registering changes to the Enterprise Registration Certificate
1. Enterprises must register with the business registration authority when changing the contents of the Enterprise Registration Certificate as prescribed in Article 28 of this Law.
2. Enterprises are responsible for registering changes to the contents of the Enterprise Registration Certificate within 10 days from the date of change.
Referring to Article 28 of the Law on Enterprises 2020, the content is as follows:
Contents of the Enterprise Registration Certificate
The Enterprise Registration Certificate includes the following main contents:
1. Name of the enterprise and enterprise identification number;
2. Address of the enterprise’s head office;
3. Full name, contact address, nationality, and legal document number of the legal representative for limited liability companies and joint-stock companies; of the general partners for partnerships; of the owner of private enterprises. Full name, contact address, nationality, and legal document number of members who are individuals; name, enterprise identification number, and head office address of members who are organizations for limited liability companies;
4. Charter capital for companies, investment capital for private enterprises.
In which, Clause 16, Article 4 of the Law on Enterprises 2020 stipulates that legal documents of individuals include: Citizen Identity Card, ID Card, Passport, other valid personal identification documents.
Therefore, when the enterprise has changes in the legal document numbers of individuals (general partners, private enterprise owners, legal representatives of limited liability companies, and joint-stock companies), it must register to change the contents of the Enterprise Registration Certificate.
Enterprises must complete the procedure to update the chip-attached Citizen Identity Card for the legal representative on the business registration before March 31, 2023, right?
How long is the procedure to handle the dossier for changing the contents of the Enterprise Registration Certificate?
Based on Clause 3, Article 30 of the Law on Enterprises 2020, the provisions are as follows:
Registering changes to the Enterprise Registration Certificate
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3. Within 03 working days from the date of receipt of the dossier, the business registration authority is responsible for considering the validity of the dossier and issuing a new Enterprise Registration Certificate; in case the dossier is not valid, the business registration authority must notify in writing the contents that need to be modified and supplemented for the enterprise. In case of refusal to issue a new Enterprise Registration Certificate, it must notify in writing to the enterprise and state the reasons.
Thus, within 03 working days from the date of receipt of the dossier, the business registration authority is responsible for considering the validity of the dossier and issuing a new Enterprise Registration Certificate; in case the dossier is not valid, the business registration authority must notify in writing the contents that need to be modified and supplemented for the enterprise.
If the issuance of a new Enterprise Registration Certificate is refused, the business registration authority must notify in writing and state the reasons.
Is it mandatory to complete the procedure to update the chip-attached Citizen Identity Card for the legal representative before March 31, 2023?
According to Article 28 and Article 30 of the Law on Enterprises 2020, when changing to a new Citizen Identity Card, it is required to register the change of the contents of the Enterprise Registration Certificate.
At the same time, according to the provisions of Article 44 of Decree 122/2021/ND-CP, the provisions are as follows:
Violation of the deadline for registration of changes to the contents of the Enterprise Registration Certificate
1. A warning for violations of the registration deadline for changes to the contents of the Enterprise Registration Certificate, registration of changes to the contents of branch, representative office, or business location registration, exceeding the prescribed time from 01 day to 10 days.
2. A fine from 3,000,000 VND to 5,000,000 VND for violations of the registration deadline for changes to the contents of the Enterprise Registration Certificate, registration of changes to the contents of branch, representative office, or business location registration, exceeding the prescribed time from 11 days to 30 days.
3. A fine from 5,000,000 VND to 10,000,000 VND for violations of the registration deadline for changes to the contents of the Enterprise Registration Certificate, registration of changes to the contents of branch, representative office, or business location registration, exceeding the prescribed time from 31 days to 90 days.
4. A fine from 10,000,000 VND to 20,000,000 VND for violations of the registration deadline for changes to the contents of the Enterprise Registration Certificate, registration of changes to the contents of branch, representative office, or business location registration, exceeding the prescribed time from 91 days onwards.
5. A fine from 20,000,000 VND to 30,000,000 VND for not registering for changes to the contents of the Enterprise Registration Certificate, registration of changes to the contents of branch, representative office, or business location registration.
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Thus, from a legal perspective, if the enterprise does not register to change the business registration when updating the chip-attached Citizen Identity Card, it may be subject to administrative penalties depending on the severity of the violation, ranging from warnings to fines up to 30 million VND.
However, in practice, the following cases arise:
(1) If the ID Card on the business registration certificate is still valid and not required to be changed to the chip-attached Citizen Identity Card, the enterprise is not required to change and will not be fined.
Therefore, no change in the business registration information means that there is no need to carry out the procedure to change it.
(2) The procedure for issuing a chip-attached Citizen Identity Card cannot usually control the specific time and can receive the Citizen Identity Card after a period from the issue date stated on the Citizen Identity Card. Hence, in some cases, it is not feasible to comply with the regulation to register the change within 10 days from the date of change according to Clause 2, Article 30 of the Law on Enterprises 2020.
(3) If the legal representative has already changed from the ID Card to the Citizen Identity Card, but the business registration still contains the old information, it must proceed to change the business registration contents. Failure to register the change will result in administrative penalties as stipulated in Article 44 of Decree 122/2021/ND-CP.
The General Department of Taxation asserts that it has no policy, nor does it send emails or any notifications to taxpayers regarding the aforementioned issue. The announcement “No later than March 31, 2023, enterprises must complete the procedure to update the chip-attached Citizen Identity Card for the legal representative on the Business Registration” is a fraudulent notice, impersonating the General Department of Taxation. This is an illegal act, exploiting the name of the tax authority to deceive businesses, damaging the reputation and image of the Tax sector.
The mandatory regulation to change the information on the enterprise registration certificate was stipulated in the Law on Enterprises 2014 (which is no longer in effect).
When there is a change in the legal document number of the legal representative, the enterprise must register with the business registration authority within 10 days from the date of change.
Simultaneously, the General Department of Taxation advises taxpayers to be vigilant and promptly cooperate to provide information and report promptly on fraudulent activities to the Police Authority or the Tax Authority in the area.
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