Decree 108/2018/ND-CP has just been issued by the Government of Vietnam with several of changes to regulations related to business registration procedures, most notably the following 10 important changes:
Article table of contents
1. Enterprises are not required to append a seal on the business registration documents
The enterprise is not required to append a seal on the application form for enterprise registration, notification of changes of enterprise registration, resolutions, decisions and minutes of meeting in the application for enterprise registration.
Moreover, Decree No. 108/2018/NĐ-CP of Vietnam’s Government also does not require notarization or authentication of authorization documents to carry out business registration procedures.
2. The application for registration of single-member limited liability company is simplified
According to Decree No. 108/2018/NĐ-CP, enterprises establishing a single-member limited liability company whose owner is an organization do not need to have a company’s charter in the company registration dossier.
3. Multiple procedures are allowed to be performed at the same time
Specifically, the enterprise may register conversion of an enterprise and register changes of enterprise registration information or notification of other enterprise registration information, except registration of change of the legal representative.
4. The conversion of enterprises from household businesses is detailed
The application for registration of enterprise establishment on the basis of conversion from a business household includes an original of the certificate of business household registration, legitimate copy of the tax registration certificate and documents specified in Articles 21, 22 and 23 of Decree No. 78/2015/NĐ-CP of Vietnam’s Government that vary according to the type of business.
5. The application for enterprise registration is allowed to be submitted by post
Currently, business establishment registration must be done directly at the Business Registration Office. However, new regulations allow enterprises to submit the application for enterprise registration and receive the certificate of enterprise registration or certificate of change of enterprise registration information by post.
6. Enterprises are not required to register the business location at the place where the headquarters or branch is located
New regulations allow that the business location of an enterprise may be located outside its headquarters, no longer required that businesses can only establish business locations in the province or central-affiliated city where the business is headquartered.
7. If the procedures for notifying seal design are followed electronically, the enterprise is not required submit physical documents
If the procedures for notifying seal design are followed electronically, the enterprise is not required to submit physical documents about the seal design to the Business Registration Office.
8. The time limit for notification of change of information about founding shareholders is amended
According to current regulations, the joint-stock company has the responsibility to notify the change of its founding shareholders to the Business Registration Office within 10 working days from the occurrence of such change.
According to Decree No. 108/2018/NĐ-CP:
“The company has the responsibility to notify the change of its foreign shareholders within 30 days from the deadline for sufficiently paying for the shares they register according to Clause 1 Article 112 of the Law on Enterprises of Vietnam. Otherwise, it will incur penalties in accordance with penalties for administrative violations against regulations on planning and investment.”
9. The regulation on payment of fee for publishing enterprise registration information is abolished
This content is specified in Clause 17 Article 1 of Decree No. 108/2018/NĐ-CP of Vietnam’s Government amending Article 55 of Decree No. 78/2015/NĐ-CP.
10. The time limit for requesting the enterprise to remake the application for enterprise registration is determined
From October 10, 2018, in case information in the application for enterprise registration is not truthful or not accurate, the Business Registration Office shall request the enterprise to remake the application in order to be reissued with the certificate of enterprise registration.
Currently, Decree No. 78/2015/NĐ-CP stipulates that only after receiving the dissolution documents, the Business Registration Office shall request the enterprise to remake the application.
- Key word:
- Decree No. 108/2018/NĐ-CP
