How to conduct the application for registration of a social enterprise which is converted from a social protection establishment in Vietnam?
What are the criteria of social enterprises in Vietnam?
According to the provisions of Article 10 of the 2020 Law on Enterprises in Vietnam as follows:
Criteria, rights and obligations of social enterprises
1. A social enterprise shall:
a) Be registered in accordance with this Law;
b) Operate for the purposes of resolving social and environmental issues for public interests;
c) Use at least 51% of the annual post-tax profit for re-investment to achieve registered targets.
2. In addition to the rights and obligations of an enterprise prescribed in this Law, a social enterprise also has the following rights and obligations:
a) The owner or executive of a social enterprise shall be enabled to obtain relevant licenses and certificates prescribed by law;
b) A social enterprise may raise and receive donations from individuals, enterprises, non-governmental organizations and other Vietnamese and foreign organizations to cover its administrative expenses and operating costs;
c) Adhere to the objectives and fulfill the conditions specified in Point b and Point c Clause 1 of this Article throughout its course of operation;
b) Do not use donations for purposes other than covering administrative expenses and operating costs and resolving the social and environmental issues registered by the enterprise;
dd) When receiving donations and aids, submit annual reports on the enterprise’s operation to a competent authority;
3. Inform the competent authority when a social or environmental objective is terminated or profit is not used for re-investment in accordance with Point b and Point c Clause 1 of this Article.
4. The State shall adopt policies to encourage and assist in development of social enterprises.
5. The Government shall elaborate this Article.
According to the above regulations, a social enterprise shall:
- Be registered in accordance with this Law;
- Operate for the purposes of resolving social and environmental issues for public interests;
- Use at least 51% of the annual post-tax profit for re-investment to achieve registered targets.
How to conduct the application for registration of a social enterprise which is converted from a social protection establishment in Vietnam?
Who signs the commitment to fulfill social objectives of social enterprises in Vietnam?
Pursuant to Clause 1, Article 28 of Decree No. 01/2021/ND-CP stipulating as follows:
Documents and procedures for registration of social enterprises
1. Documents and procedures for registration of social enterprises or its branch, representative office or business location shall comply with this Decree and vary according to the type of enterprise. The application must also include the commitment to fulfill social/environmental objectives which is signed by the following persons:
a) For a sole proprietorship: it is signed by the sole proprietor;
b) For a partnership: it is signed by general partners;
c) For a limited liability company: it is signed by members that are individuals; legal representatives or authorized representatives of members that are organizations;
d) For a joint-stock company: it is signed by founding shareholders that are individuals and other shareholders that are individuals, consent to and want to sign the commitment with founding shareholders; legal representatives or authorized representatives of founding shareholders that are organizations, and legal representatives or authorized representatives of other shareholders that are organizations, consent to and want to sign the commitment with founding shareholders.
The Business Registration Office shall publish the committee to fulfill social/environment objectives on the National Business Registration Portal when granting the enterprise registration certificate to the enterprise.
Thus, the commitment to fulfill social objectives of a social enterprise is one of the documents that must be included in the application for registration of the establishment of a social enterprise, which will be signed by the following persons:
- For a sole proprietorship: it is signed by the sole proprietor;
- For a partnership: it is signed by general partners;
- For a limited liability company: it is signed by members that are individuals; legal representatives or authorized representatives of members that are organizations;
- For a joint-stock company: it is signed by founding shareholders that are individuals and other shareholders that are individuals, consent to and want to sign the commitment with founding shareholders; legal representatives or authorized representatives of founding shareholders that are organizations, and legal representatives or authorized representatives of other shareholders that are organizations, consent to and want to sign the commitment with founding shareholders.
How to conduct the application for registration of a social enterprise which is converted from a social protection establishment in Vietnam?
The application for registration of a social enterprise which is converted from a social protection establishment, social fund or charitable fund shall be submitted to the Business Registration Office of province where the social enterprise will be headquartered.
The application for enterprise registration shall include the documents specified in Clause 1 Article 28 of Decree No. 01/2021/ND-CP but exclude the investment registration certificate specified in Point b Clause 4 Article 22, Point c Clause 4 Article 23 and Point c Clause 3 Article 24 of Decree No. 01/2021/ND-CP.
The application must be also include the following documents:
+ The decision to convert into a social enterprise which is made by the authority that has issued the license to establish the social protection establishment, social fund, or charitable fund;
+ Certificate of registration of social protection establishment, license to establish and recognize the charter of the social fund or charitable fund;
+ The copy of tax registration certificate;
+ A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment.
Within 02 working days from the date of issue of the enterprise registration certificate, the Business Registration Office shall send the copy of the enterprise registration certificate and original certificate of registration of social protection establishment or license to establish and recognize the charter of the social fund or charitable fund to the authority that has issued the license to establish the social protection establishment, social fund, or charitable fund for completing procedures for shutdown of that social protection establishment, social fund, or charitable fund.
LawNet
