Procedures for revocation of enterprise registration certificate in Vietnam

Procedures for revocation of enterprise registration certificate in Vietnam (Internet image) 

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

1. Procedures for revocation of enterprise registration certificate in Vietnam

Procedures for revocation of enterprise registration certificate according to Article 75 of Decree 01/2021/ND-CP are as follows:

- In case the application for enterprise registration contains fraudulent information:

+ If the application for registration of a new enterprise is found fraudulent, the Business Registration Office shall issue a notice of violations and a decision to revoke the enterprise registration certificate;

+ In case the application for changes to enterprise registration information or notification of changes to enterprise registration information is found fraudulent, the Business Registration Office shall issue a notice of violations and a decision to cancel the changes that are made according to fraudulent information, and issue the enterprise registration certificate/certificate of changes to enterprise registration information according to the latest valid documents.

The Business Registration Office shall request the enterprise to submit a complete application in order to be issued with enterprise registration certificate/certificate of changes to enterprise registration information. The enterprise may include contents of subsequent applications or notifications of changes in a single application for registration of changes;

+ The Business Registration Office shall notify the fraudulent application for enterprise registration to competent authorities for considering and taking actions in accordance with regulations of law.

- In case an enterprise is established by an entity that is banned from establishing enterprises as prescribed in Clause 2 Article 17 of the Law on Enterprises:

+ If the enterprise is a sole proprietorship or single-member limited liability company owned by an individual: The Business Registration Office where the enterprise is registered shall issue a notice of violations and a decision to revoke the enterprise registration certificate.

+ If the enterprise is a multi-member limited liability company, single-member limited liability company owned by an organization, joint-stock company, or partnership:

The Business Registration Office where the enterprise is registered shall request the enterprise in writing to replace its member(s) or shareholder(s) that is/are banned from establishing enterprises within 30 days from the date of request.

If such member(s) or shareholder(s) is/are not replaced by the aforementioned deadline, the Business Registration Office shall issue a notice of violations and a decision to revoke the enterprise registration certificate.

- In case the enterprise suspends its business for 01 year without notifying the business registration authority and the tax authority, the Business Registration Office shall issue a notice of violations and request the enterprise’s legal representative to provide explanation at its office.

If the enterprise’s legal representative fails to provide explanation within 10 working days from the deadline written in the notice or provides implausible explanation, the Business Registration Office shall issue a Decision to revoke the enterprise registration certificate.

- In case an enterprise fails to send reports as prescribed in Point c Clause 1 Article 216 of the Law on Enterprises, within 10 working days from the deadline prescribed in Point d Clause 1 Article 212 of the Law on Enterprises, the Business Registration Office shall issue a notice of violations and request the enterprise’s legal representative to provide explanation at its office.

If the enterprise’s legal representative fails to provide explanation within 10 working days from the deadline written in the notice or provides implausible explanation, the Business Registration Office shall issue a decision to revoke the enterprise registration certificate.

- In case the Court decides to revoke the enterprise registration certificate, the Business Registration Office shall issue a decision to revoke the enterprise registration certificate according to the Court’s decision within 03 working days from the day on which the Business Registration Office receives the court’s decision.

- In case the Business Registration Office receives a request for revocation of the enterprise registration certificate from a competent authority as prescribed by law, the Business Registration Office shall revoke the enterprise registration certificate according to the procedures in Clause 3 of Article 75 of Decree 01/2021/ND-CP.

- The Business Registration Office shall cooperate with relevant authorities to consider the explanation provided according to Clause 3 and Clause 4 of Article 75 of Decree 01/2021/ND-CP.

- After receiving the decision to revoke the enterprise registration certificate, the enterprise shall follow dissolution procedures as prescribed in Article 209 of the Law on Enterprises, except the enterprise whose enterprise registration certificate is revoked to serve the implementation of coercive measures at the request of tax authorities.

- Information about revocation of the enterprise registration certificate shall be entered into the National Enterprise Registration Information System and sent to the tax authority within 01 working day from the date of issue of the decision to revoke the enterprise registration certificate.

- Within 02 working days from the date of issue of the notice that the enterprise’s violation results in revocation of its enterprise registration certificate or the date of issue of the decision to revoke the enterprise registration certificate: 

The Business Registration Office shall send the abovementioned notice or decision to the enterprise’s headquarters address and post relevant information on the National Business Registration Portal.

- Enterprises operating under their investment licenses, investment certificates (also business registration certificates) or other documents of equivalent validity shall have business registration contents revoked in cases mentioned in Clause 1 Article 212 of the Law on Enterprises. Revocation procedures shall comply with Clauses 1, 2, 3, 4, 5 and 6 of Article 75 of Decree 01/2021/ND-CP.

The Business Registration Office shall issue a decision to revoke business registration contents without revoking the investment license, investment certificate (also business registration certificate) or another document of equivalent validity.

Contents about the investment project included in the investment license, investment certificate (also business registration certificate) or another document of equivalent validity shall be handled in accordance with regulations of the Law on investment.

The Business Registration Office shall send the revocation decision to the investment registration authority for cooperating in performing state management of enterprises.

2. Procedures for restoration of an enterprise’s legal status after its enterprise registration certificate is revoked in Vietnam

Procedures for restoration of an enterprise’s legal status after its enterprise registration certificate is revoked in Vietnam according to Article 76 of Decree 01/2021/ND-CP is as follows:

- The Business Registration Office shall issue a decision to invalidate the decision to revoke the enterprise registration certificate and restore the enterprise’s legal status on the National Enterprise Registration Information System in the following cases:

+ The Business Registration Office determines that the enterprise is not subject to revocation of the enterprise registration certificate;

+ The Business Registration Office receives a written request from the tax authority for restoration of the enterprise’s legal status after the enterprise registration certificate is revoked due to collection of tax debts before the enterprise’s legal status on the National Enterprise Registration Database is changed into “dissolved”.

- The Business Registration Office shall take responsibility for its decision to invalidate the decision to revoke the enterprise registration certificate and restoration of the enterprise’s legal status on the National Enterprise Registration Database.

- Within 01 working day from the date of issue of the decision to invalidate the decision to revoke the enterprise registration certificate:

The Business Registration Office shall send the abovementioned decision to the enterprise’s headquarters address, send information about the invalidation of the decision to revoke the enterprise registration certificate and restoration of the enterprise’s legal status to the tax authority, and post that decision on the National Business Registration Portal.

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