Guidelines for issuing Certificates of Enterprise Registration in Vietnam in 2024

Guidelines for issuing Certificates of Enterprise Registration in Vietnam in 2024 (Image from the Internet)

1. What is a Certificate of Enterprise Registration?

According to Clause 15, Article 4 of the Law on Enterprises 2020, a Certificate of Enterprise Registration is a document, either in paper or electronic form, recording information about business registration issued by the Business Registration Authority to an enterprise.

2. Guidelines for Issuing Certificates of Enterprise Registration in Vietnam in 2024

Article 34 of Decree 01/2021/ND-CP guides the issuance of Certificates of Enterprise Registration in Vietnam as follows:

An enterprise is issued a Certificate of Enterprise Registration when it meets all the conditions specified in Clause 1, Article 27 of the Law on Enterprises 2020 as follows:

+ The business lines registered are not prohibited from business investment;

+ The name of the enterprise is set according to the provisions in Articles 37, 38, 39, and 41 of the Law on Enterprises 2020;

+ There is a valid business registration dossier;

+ The business registration fee is fully paid according to the law on fees and charges.

- The information on the Certificate of Enterprise Registration is legally valid from the date the Business Registration Office issues the Certificate of Enterprise Registration. The enterprise is entitled to engage in business activities from the date on which the Certificate of Enterprise Registration is issued, except for business lines and sectors subject to conditional business investment. If an enterprise registers the start date of business activities after the issuance of the Certificate of Enterprise Registration, it is entitled to operate from the registered date, except for business lines and sectors subject to conditional business investment.

- Enterprises have the right to request the Business Registration Office to issue a copy of the Certificate of Enterprise Registration and are required to pay a fee as prescribed.

- If a new Certificate of Enterprise Registration is issued to an enterprise, the previous certificates lose their validity.

3. Contents of the Certificate of Enterprise Registration in Vietnam in 2024

The Certificate of Enterprise Registration includes the following primary contents:

- Name and Business Code of the enterprise;

- Address of the principal place of business of the enterprise;

- Full name, contact address, nationality, and personal legal document number of the legal representative for limited liability companies and joint-stock companies; for partners of partnerships; for business owners of private enterprises. Full name, contact address, nationality, and personal legal document number for individuals as members; name, business code, and principal place of business address for organizations as members for limited liability companies;

- Charter capital for companies, and investment capital for private enterprises.

4. Guidelines for Registering Changes to the Certificate of Enterprise Registration in Vietnam

Article 30 of the Law on Enterprises 2020 provides guidance on registering changes to the contents of the Certificate of Enterprise Registration as follows:

- Enterprises must register with the Business Registration Authority when making changes to the contents of the Certificate of Enterprise Registration as stipulated in Article 28 of the Law on Enterprises 2020.

- Enterprises are responsible for registering the changes to the Certificate of Enterprise Registration within 10 days from the date of the change.

- Within 03 working days from the date of receipt of the dossier, the Business Registration Authority is responsible for reviewing the validity of the dossier and issuing a new Certificate of Enterprise Registration; if the dossier is not valid, the Business Registration Authority must notify in writing the contents to be amended or supplemented to the enterprise. In case of refusal to issue a new Certificate of Enterprise Registration, it must notify in writing to the enterprise stating the reasons.

- Registering changes to the contents of the Certificate of Enterprise Registration according to the decision of a court or arbitration shall follow the procedure as follows:

+ The applicant for changes to Business Registration must send a request for change registration to the competent Business Registration Authority within 15 days from the date the court's judgment or decision comes into legal effect or the arbitral award becomes effective. The registration dossier must include a copy of the legally effective court judgment or decision or effective arbitration award;

+ Within 03 working days from the receipt of the registration request specified in Point a, Clause 4, Article 30 of the Law on Enterprises 2020, the Business Registration Authority is responsible for reviewing and issuing a new Certificate of Enterprise Registration according to the contents of the effective court judgment or decision or effective arbitration award; if the dossier is not valid, the Business Registration Authority must notify in writing the contents to be amended or supplemented to the applicant for change registration. In case of refusal to issue a new Certificate of Enterprise Registration, it must notify in writing to the applicant stating the reasons.

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