Procedures for registration of social enterprises in Vietnam

Procedures for registration of social enterprises in Vietnam (Internet image)

Regarding this issue, LawNet would like to answer as follows:

1. Documents and procedures for registration of social enterprises in Vietnam

Documents and procedures for registration of social enterprises in Vietnam according to Article 28 of Decree 01/2021/ND-CP are as follows:

(1) Documents and procedures for registration of a social enterprise or its branch, representative office or business location shall comply with Decree 01/2021/ND-CP 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:

- 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.

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.

(2) If an enterprise is converted into a social enterprise, it shall submit the application to the Business Registration Office of province where the enterprise will be headquartered. The application includes the following documents:

- The committee to fulfill social/environment objectives signed by the enterprise’s legal representative;

- The resolution or decision and the copy of the minutes of meeting of the Board of Members of the multi-member limited liability company or partnership, or of the General Meeting of Shareholders of the joint-stock company; the resolution or decision of the owner of the single-member limited liability company on ratification of the commitment.

The Business Registration Office shall update enterprise information on the National Enterprise Registration Database and publish the commitment to fulfill social/environment objectives on the National Business Registration Portal within 03 working days from the receipt of the application.

(3)  If there are changes to contents of the commitment to fulfill social/environment objectives, the social enterprise shall send a notification of such changes to the Business Registration Office of province where it is headquartered within 05 working days from the date of issue of the decision to make such changes.

The notification must be accompanied by the following documents:

- The commitment to fulfill social/environment objectives which has been changed and signed by the enterprise’s legal representative;

- The resolution or decision and the copy of the minutes of meeting of the Board of Members of the multi-member limited liability company or partnership, or of the General Meeting of Shareholders of the joint-stock company; the resolution or decision of the owner of the single-member limited liability company on ratification of changes to the commitment.

The Business Registration Office shall update the enterprise information on the National Enterprise Registration Database and publish the changed commitment to fulfill social/environment objectives on the National Business Registration Portal within 03 working days from the receipt of the notification.

(4) If the commitment to fulfill social/environment objectives is terminated, the social enterprise shall send a notification thereof to the Business Registration Office of province where it is headquartered within 05 working days from the date on which such termination is decided. The notification must be accompanied by the following documents:

The resolution or decision and the copy of the minutes of meeting of the Board of Members of the multi-member limited liability company or partnership, or of the General Meeting of Shareholders of the joint-stock company;

The resolution or decision of the owner of the single-member limited liability company or decision issued by a competent authority (if any) on termination of the commitment, which reasons for such termination must be specified.

The Business Registration Office shall update the enterprise information on the National Enterprise Registration Database and publish the documents in (4) on the National Business Registration Portal within 03 working days from the receipt of the notification.

(5) Documents and procedures for full or partial division, consolidation or merger of social enterprises shall comply with regulations in Decree 01/2021/ND-CP.

If a social enterprise is established from the full or partial division or consolidation of enterprises, the application must also include the commitment to fulfill social/environmental objectives as prescribed in (1)

In case of full or partial division, consolidation or merger of social enterprises resulting in termination of the commitment to fulfill social/environmental objectives, the application must also include the documents prescribed in (4).

(6)  Documents and procedures for dissolution of social enterprises shall comply with regulations herein.

In case the dissolve social enterprise still has unused aid or sponsorship, the application for dissolution must include the copy of the document on handling of the unused aid or sponsorship received by the enterprise.

(7) 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 (1) 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 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.

2. What is enterprise registration?

According to Clause 1, Article 3 of Decree 01/2021/ND-CP, enterprise registration means the registration by the enterprise’s founder of information about the enterprise to be established or the enterprise’s registration of changes in information about enterprise registration with the business registration authority, which is retained on the National Enterprise Registration Database of Vietnam.

The enterprise registration includes registration of enterprise establishment, registration of operation of its branch, representative office or business location, and other registration and notification obligations under Decree 01/2021/ND-CP.

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