Can limited liability companies not register to change members in Vietnam?
Can limited liability companies not register to change members in Vietnam? What are penalties for violations against regulations on deadline for registering changes in enterprise registration certificates in Vietnam?
Recently, my company had a change of personnel to transfer capital contribution of some members. But due to many things, my company did not notify the Business Registration Office about these issues. Is there a penalty if I notice? What are penalties for violations against regulations on deadline for registering changes in enterprise registration certificates?
Please advise. Thankyou.
1. Can limited liability companies not register to change members in Vietnam?
Article 30 of the Law on Enterprises 2020 stipulates registering revisions to the Certificate of Enterprise Registration:
1. Revisions to any of the information specified in Article 28 of this Law on the Certificate of Enterprise Registration shall be registered by the enterprise with the business registration authority.
2. An application for revision shall be submitted within 10 days from day on which the change occurs.
3. Within 03 working days from the receipt of the application for revision, the business registration authority shall consider the validity of the application and decide whether to issue a new Certificate of Enterprise Registration. The business registration authority shall inform the applicant of necessary supplementation in writing if the application is invalid or inform the applicant and provide explanation if the application is rejected.
4. Procedures for registering revisions to the Certificate of Enterprise Registration under a court decision or arbitration award:
a) The applicant shall submit the application for revision to the competent business registration authority within 15 days from the effective date of the court decision or arbitration award. The application shall include copies of the effective court decision or arbitration award;
b) Within 03 working days from the receipt of the application, the business registration authority shall consider issuing a new Certificate of Enterprise Registration in accordance with the effective court decision or arbitration award. The business registration authority shall inform the applicant of necessary supplementation in writing if the application is invalid or inform the applicant and provide explanation if the application is rejected.
5. The Government shall provide for documentation and procedures for registering revisions to the Certificate of Enterprise Registration.
According to this Article, if after 10 days from the date of the change of members, your company does not register with the Business Registration Office, it will be considered a violation of the law in Vietnam.
2. What are penalties for violations against regulations on deadline for registering changes in enterprise registration certificates in Vietnam?
According to Article 44 of Decree 122/2021/ND-CP stipulating violations against regulations on deadline for registering changes in enterprise registration certificates, according to which:
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, when there is a violation against regulations on deadline for registering changes in enterprise registration certificates in Vietnam, the enterprise may be fined according to the above-mentioned sanctioning forms.
Best Regards!
