THE GOVERNMENT THE SOCIALIST REPUBLIC OF VIETNAM

Independence - Freedom - Happiness

No. 01/2021/ND-CP Hanoi, January 4, 2021

DECREE
On enterprise registration1

Pursuant to the June 19, 2015 Law on Organization of the Government;

and the November 22, 2019 Law Amending and Supplementing a Number of
Articles of the Law on Organization of the Government and Law on
Organization of Local Administration;
Pursuant to the June 17, 2020 Law on Enterprises;
Pursuant to the June 17, 2020 Law on Investment;
Pursuant to the June 13, 2019 Law on Tax Administration;
Pursuant to the June 16, 2010 Law on Credit Institutions;
Pursuant to the November 20, 2017 Law Amending and Supplementing a
Number of Articles of the Law on Credit Institutions;
Pursuant to the November 26, 2019 Law on Securities;
Pursuant to the June 18, 2013 Law on Science and Technology;
Pursuant to the June 14, 2019 Law on Execution of Criminal Judgments;
Pursuant to the June 19, 2014 Law on Bankruptcy;
Pursuant to the November 29, 2005 Law on E-Transactions;
Pursuant to the November 19, 2015 Law on Cyberinformation Security;
Pursuant to the June 12, 2018 Law on Cyber Security;
At the proposal of the Minister of Planning and Investment;
The Government promulgates the Decree on enterprise registration.

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Công Báo Nos 113-114 (24/01/2021)

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 Chapter I
GENERAL PROVISIONS
Article 1. Scope of regulation
1. This Decree provides in detail dossiers, order and procedures for
registration of enterprises; registration of business households; business
registration agencies, and state management of registration of enterprises and
registration of business households.
2. Interconnection in performance of procedures for registration of the
establishment of enterprises, branches and representative offices, declaration of
employment, issuance of social insurance identification numbers, and
registration of the use of invoices by enterprises must comply with the
Government’s Decree on coordination and interconnection in performance of
procedures for registration of the establishment of enterprises, branches and
representative offices, declaration of employment, issuance of social insurance
identification numbers, and registration of the use of invoices by enterprises.
Article 2. Subjects of application
1. Domestic organizations and individuals; and foreign organizations and
individuals that make enterprise registration in accordance with Vietnam’s law.
2. Individuals and household members who make business household
registration in accordance with this Decree.
3. Business registration agencies.
4. Tax administration offices.
5. Other organizations and individuals involved in the registration of
enterprises or registration of business households.
Article 3. Interpretation of terms
In this Decree, the terms below are construed as follows:
1. Enterprise registration means registration by an enterprise founder of
information on the to-be-established enterprise or by an enterprise of changes in
enterprise registration information with the business registration agency which
shall be stored in the national business registration database. Enterprise
registration covers registration of the establishment of enterprises, registration of
the operation of branches, representative offices and business locations, and
other registration and notification obligations as prescribed in this Decree.
2. National information system on business registration referred to in
Clause 19, Article 4 of the Law on Enterprises means a specialized information

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system on business registration which is developed and operated by the Ministry
of Planning and Investment in coordination with related agencies to send,
receive, store, display or otherwise process data for enterprise registration.
3. National business registration database means a collection of data on
enterprise registration nationwide. Information in enterprise registration dossiers
and legal status of enterprises stored in the national business registration
database is as legally valid as primary-source information on enterprises.
4. Dossier submitter means a person competent to sign enterprise
registration requests or a person authorized by the person competent to sign
enterprise registration requests to carry out enterprise registration procedures in
accordance with Article 12 of this Decree.
5. Dossier digitalization means scanning of data available on paper
documents in order to convert data in the form of paper documents into
electronic files.
Article 4. Principles to be applied in settlement of enterprise registration
procedures
1. Enterprise founders or enterprises shall themselves make declarations in
enterprise registration dossiers and be held responsible before law for lawfulness,
truthfulness and accuracy of information declared in such dossiers and their
reports.
2. In case a limited liability company or joint stock company has more than
one at-law representative, the at-law representative carrying out enterprise
registration procedures shall guarantee, and take responsibility for, the exercise
of his/her powers and performance of his/her obligations in accordance with
Clause 2, Article 12 of the Law on Enterprises.
3. Business registration agencies shall take responsibility for the validity of
enterprise registration dossiers, but not for violations committed by enterprises
before and after the enterprise registration.
4. Business registration agencies may not settle disputes among members or
shareholders of companies themselves or between them and other organizations
or individuals or between enterprises and other organizations or individuals.
5. Enterprises are not required to append their seals on enterprise
registration requests, notices of changes in enterprise registration contents,
resolutions, decisions or meetings’ minutes in enterprise registration dossiers.
The appending of seals on other documents in enterprise registration dossiers
must comply with relevant regulations.

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 Article 5. The right to establish enterprises and obligation to make
enterprise registration
1. To establish enterprises in accordance with law is the right of individuals
and organizations, which is protected by the State.
2. Enterprise founders or enterprises shall fully and promptly perform
obligations to make enterprise registration and disclose information on
establishment and operation of enterprises in accordance with this Decree and
relevant legal documents.
3. Business registration agencies and other agencies are prohibited from
hassling organizations and individuals when receiving dossiers and settling
procedures for enterprise registration.
4. Ministries, ministerial-level agencies, People’s Councils and People’s
Committees at all levels may not promulgate regulations or documents on
enterprise registration to be exclusively applied in their own sectors or localities.
Enterprise registration regulations issued by ministries, ministerial-level
agencies, People’s Councils and People’s Committees at all levels in
contravention of this Decree are not effective for implementation.
Article 6. Enterprise registration certificates, branch or representative office
operation registration certificates, business location registration certificates
1. Enterprise registration certificates, branch or representative office
operation registration certificates or business location registration certificates
shall be issued for enterprises, or branches or representative offices or business
locations of enterprises. Contents of enterprise registration certificates, branch or
representative office operation registration certificates or business location
registration certificates shall be written on the basis of information in enterprise
registration dossiers. Enterprise registration certificates also serve as tax
registration certificates of enterprises but do not serve as business licenses.
2. In case an enterprise registration certificate, a branch or representative
office operation registration certificate or a business location registration
certificate which is stored in the form of electronic data in the national business
registration database has contents inconsistent with those of the paper certificate
of this kind at a time, the certificate that has contents consistent with those stated
in the enterprise registration dossier is the legally valid one.
Article 7. Writing of business lines
1. When registering enterprise establishment, notifying the addition or
change of business lines or requesting conversion into an enterprise registration
certificate, an enterprise founder or enterprise shall select a level-4 industrial

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sector in the Vietnam Standard Industrial Classification system for writing as a
business line in the enterprise registration request, notice of change in enterprise
registration contents or request for conversion into an enterprise registration
certificate. The business registration agency shall guide, compare and write the
business line of the enterprise in the national business registration database.
2. Specific contents of level-4 industrial sectors referred to in Clause 1 of
this Article must comply with the Prime Minister’s Decision promulgating the
Vietnam Standard Industrial Classification system.
3. Business lines subject to conditional business investment regulated in
other legal documents shall be written according to the business lines referred to
in such legal documents.
4. Business lines not included in the Vietnam Standard Industrial
Classification system but regulated in other legal documents shall be written
according to the business lines referred to in such legal documents.
5. For business lines neither included in the Vietnam Standard Industrial
Classification system nor regulated in other legal documents, business
registration agencies shall consider writing them in the national business
registration database provided such business lines are not banned from business
investment, and concurrently notify them to the Ministry of Planning and
Investment (the General Statistics Office) for addition as new business lines.
6. In case an enterprise wishes to have a business line written more
specifically than any level-4 industrial sector, it may select a level-4 industrial
sector in the Vietnam Standard Industrial Classification system then shall write
specifically its business line under the selected level-4 industrial sector, provided
that such business line is conformable with the selected level-4 industrial sector.
In this case, the business line of the enterprise is that it has specifically written.
7. The writing of business lines referred to in Clauses 3 and 4 of this Article
must comply with Clause 6 of this Article, with specific business lines written
according to business lines stated in specialized legal documents.
8. The state management of sectors and trades subject to conditional
business investment or sectors and trades subject to conditional market access for
foreign investors and the inspection of observance of business conditions by
enterprises fall within the competence of specialized agencies in accordance with
specialized laws.
Article 8. Identification numbers of enterprises, identification numbers of
affiliated units of enterprises, identification numbers of business locations

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 1. Each enterprise shall be issued a sole identification number which is
referred to as enterprise identification number. This identification number
concurrently serves as tax identification number and social insurance
identification number of the enterprise.
2. An enterprise identification number will exist throughout the course of
operation of the enterprise and may not be re-issued to another organization or
individual. When the enterprise terminates its operation, its enterprise
identification number will be invalidated.
3. Enterprise identification numbers shall be automatically created, sent
and received by the national information system on business registration and
tax registration information system and stated in enterprise registration
certificates.
4. State management agencies shall uniformly use enterprise identification
numbers in performing the state management of and exchanging information on
enterprises.
5. Identification numbers of affiliated units of enterprises shall be issued
to branches and representative offices of enterprises. Such identification
numbers also serve as tax identification numbers of branches and representative
offices.
6. Identification numbers of business locations are 5-digit numbers starting
from 00001 to 99999. Such identification numbers do not serve as tax
identification numbers of business locations.
7. In case an enterprise, a branch or a representative office has its tax
identification number invalidated for its violation of the tax laws, it may no
longer use such tax identification number in economic transactions from the date
the tax office publicly announces the invalidation of the tax identification
number.
8. For their branches and representative offices established before
November 1, 2015, but not yet issued affiliated unit identification numbers,
enterprises shall directly contact tax offices for obtaining 13-digit tax
identification numbers, then carry out procedures for changing operation
registration contents at business registration agencies under regulations.
9. For enterprises established and operating under their investment licenses
or investment certificates (also serving as business registration certificates) or
papers of equivalent legal validity, or establishment and securities business
licenses, enterprise identification numbers are tax identification numbers issued
by tax offices.

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 Article 9. Quantity of enterprise registration dossiers
1. Enterprise founders or enterprises shall submit 1 dossier upon carrying
out enterprise registration procedures.
2. Business registration agencies may not ask enterprise founders or
enterprises to submit any dossiers or papers in addition to papers required for an
enterprise registration dossier as prescribed in the Law on Enterprises and this
Decree.
Article 10. Languages used in enterprise registration dossiers
1. Papers and documents in enterprise registration dossiers shall be made in
Vietnamese.
2. In case an enterprise registration dossier contains foreign-language
documents, such documents shall be accompanied by their notarized Vietnamese
translations.
3. In case an enterprise registration dossier contains papers and documents
in both Vietnamese and a foreign language, the Vietnamese version thereof shall
be used for carrying out enterprise registration procedures.
Article 11. Legal papers of individuals in enterprise registration dossiers
1. For Vietnamese citizens: unexpired citizen identity card, people’s
identity card or Vietnamese passport.
2. For foreigners: unexpired foreign passport or foreign passport substitute.
Article 12. Authorization for carrying out enterprise registration procedures
A person competent to sign enterprise registration requests may authorize
another organization or individual to carry out enterprise registration procedures
under the following regulations:
1. In case of authorizing an individual to carry out enterprise registration
procedures, an enterprise registration dossier shall be accompanied by a
document authorizing such individual to carry out enterprise registration-related
procedures and a copy of the legal paper of the authorized individual. Such
authorization document is not required to be notarized or certified.
2. In case of authorizing an organization to carry out enterprise registration
procedures, an enterprise registration dossier shall be accompanied by a copy of
the service provision contract with the organization providing the service of
carrying out enterprise registration-related procedures, such organization’s
letter of introduction for an individual to directly carry out enterprise

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registration-related procedures, and a copy of the legal paper of the introduced
individual.
3. In case of authorizing a public postal service-providing enterprise to
carry out enterprise registration procedures, a postal officer shall, upon carrying
enterprise registration procedures, submit a copy of the dossier-sending slip,
made according to the form issued by such enterprise and signed by the postal
officer and person competent to sign the enterprise registration request.
4. In case of authorizing a non-public postal service-providing unit to carry
out enterprise registration procedures, the authorization must comply with Clause
2 of this Article.
Article 13. Issuance of enterprise registration certificates according to
standby procedures
1. Issuance of enterprise registration certificates according to standby
procedures means issuance of enterprise registration certificates not via the
national information system on business registration and shall apply in one or
several of the following cases:
a/ The national information system on business registration is undergoing
construction or upgrading;
b/ The national information system on business registration encounters a
technical incident;
c/ A war, rebellion, natural disaster or another force majeure event occurs.
Based on the expected period for remediation of incidents or upgrading of
the national information system on business registration, except in force majeure
events, the Ministry of Planning and Investment shall send an advance notice to
business registration agencies for the latter to issue enterprise registration
certificates according to standby procedures.
2. Coordination in settlement of procedures for issuance of enterprise
registration certificates according to standby procedures between business
registration agencies and tax offices must comply with the process of transfer of
dossiers in paper form.
3. Within 15 working days after completing the issuance of an enterprise
registration certificate according to standby procedures, the business registration
agency shall update data and information on the registered enterprise to the
national information system on business registration.

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 Chapter II
TASKS AND POWERS OF BUSINESS REGISTRATION AGENCIES AND
STATE MANAGEMENT OF REGISTRATION OF ENTERPRISES AND
REGISTRATION OF BUSINESS HOUSEHOLDS
Article 14. Business registration agencies
1. Business registration agencies shall be organized in provinces and
centrally run cities (below referred to as provincial level) and in urban districts,
rural districts, towns and provincial cities (below referred to as district level),
including:
a/ At the provincial level: business registration divisions under provincial-
level Departments of Planning and Investment (below referred to as business
registration divisions).
Business registration divisions may organize points for receiving dossiers
and notifying dossier-processing results at various places in provincial-level
localities;
b/ At the district level: finance-planning divisions under district-level
People’s Committees (below referred to as district-level business registration
agencies).
2. Business registration agencies have their own bank accounts and seals.
Article 15. Tasks and powers of business registration divisions
1. To directly receive enterprise registration dossiers; to take responsibility
for the validity of enterprise registration dossiers; to issue or refuse to issue
enterprise registration certificates.
2. To provide enterprises and enterprise founders with guidance on dossiers,
order and procedures for enterprise registration; to provide district-level business
registration agencies with guidance on dossiers, order and procedures for
registration of business households.
3. To coordinate with other agencies in developing, managing and operating
the national information system on business registration; to standardize data and
update enterprise registration data in localities to the national business
registration database.
4. To provide locally managed enterprise registration information stored in
the national business registration database to provincial-level People’s
Committees and tax administration offices, and upon requests of the Anti-Money

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Laundering Agency of the State Bank of Vietnam, related agencies, and
organizations and individuals in accordance with law.
5. To request enterprises to report on their observance of the Law on
Enterprises under Point c, Clause 1, Article 216 of the Law on Enterprises.
6. To directly inspect and supervise enterprises based on contents of their
enterprise registration dossiers or request competent state agencies to do so.
7. To inspect and supervise district-level business registration agencies in
performing their tasks and exercising their powers concerning registration of
business households.
8. To request enterprises to suspend their operations in sectors and trades
subject to conditional business investment or sectors and trades subject to
conditional market access for foreign investors under Clause 1, Article 67 of this
Decree.
9. To revoke enterprise registration certificates and branch or representative
office operation registration certificates in accordance with law.
10. To carry out business registration for other organizations and
individuals in accordance with law.
Article 16. Tasks and powers of district-level business registration agencies
1. To directly receive business household registration dossiers; to check
validity of these dossiers, and issue or refuse to issue business household
registration certificates.
2. To provide business households and business household founders with
guidance on dossiers, order and procedures for registration of business
households.
3. To coordinate with other agencies in developing, managing and operating
information systems on business households operating in their localities; to
periodically report to district-level People’s Committees, business registration
divisions and tax offices on the registration of business households in their
localities.
4. To provide information on registration of business households in their
localities to district-level People’s Committees, local tax administration offices,
related agencies, and organizations and individuals requesting information
provision in accordance with law.

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 5. To directly inspect business households based on contents of their
business household registration dossiers or request competent state agencies to
do so.
6. When necessary, to request business households to report on their
observance of this Decree.
7. To request business households to suspend their operations sectors and
trades subject to conditional business investment when detecting their failure to
fully satisfy the law-specified business conditions.
8. To revoke business household registration certificates in accordance with
law.
9. To carry out business registration for other organizations and individuals
in accordance with law.
Article 17. State management of enterprise registration
1. The Ministry of Planning and Investment shall:
a/ Submit to competent authorities for promulgation or promulgate
according to its competence legal documents on enterprise registration and
business household registration, documents providing professional guidance,
forms, and reporting regime to serve enterprise registration and business
household registration, and online enterprise registration;
b/ Provide professional guidance and training and further training to
business registration agencies, business registration officers, and organizations
and individuals upon request; and guide business registration divisions to
digitalize dossiers, standardize data and update data on enterprise registration in
localities to the national business registration database;
c/ Urge, direct, monitor, inspect and supervise enterprise registration;
d/ Provide information on enterprise registration contents, legal status,
financial statements and other information of enterprises which is stored in the
national information system on business registration to related governmental
agencies and to organizations and individuals upon request;
dd/ Organize the establishment, management and development of the
national information system on business registration; assist business registration
divisions, enterprises, enterprise founders, and other individuals and
organizations in using the national information system on business registration;
and guide the estimation of funds for operation of the national information
system on business registration in localities;

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 e/ Assume the prime responsibility for, and coordinate with the Ministry of
Finance in, making connection between the national information system on
business registration and the tax information system;
g/ Assume the prime responsibility for, and coordinate with the Ministry of
Finance in, studying and formulating a plan on interconnection in performance of
business registration and tax registration procedures for business households as
suitable to reality;
h/ Carry out international cooperation in the field of enterprise registration.
2. The Ministry of Finance:
a/ To coordinate with the Ministry of Planning and Investment in making
connection between the national information system on business registration and
the tax information system for the purpose of providing identification numbers of
enterprises, identification numbers of affiliated units of enterprises and
identification numbers of business locations and exchanging information on
enterprises;
b/ The State Securities Commission of Vietnam shall convert data of
securities companies, securities investment fund management companies,
branches of foreign securities companies and branches of foreign fund
management companies in Vietnam and provide the list of securities companies,
securities investment fund management companies, branches of foreign
securities companies and branches of foreign fund management companies in
Vietnam that satisfy the conditions specified in Clause 1, Article 135 of the Law
on Securities to business registration agencies for the latter to make enterprise
registration for these entities in accordance with the Law on Securities.
3. Ministries, ministerial-level agencies and government-attached agencies
shall, within the ambit of their assigned functions, tasks and powers, guide the
implementation of regulations on business conditions; carry out examination and
inspection and handle violations in the observance of business conditions under
their state management; review and post on their websites lists of sectors and
trades subject to conditional business investment and business conditions under
their state management, then send these lists to the Ministry of Planning and
Investment for posting on the National Business Registration Portal.
4. Provincial-level People’s Committees shall arrange adequate personnel
and funding and other resources for business registration agencies for the latter to
perform the tasks and exercise the powers prescribed in this Decree.

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 Chapter III
REGISTRATION OF NAMES OF ENTERPRISES, BRANCHES,
REPRESENTATIVE OFFICES AND BUSINESS LOCATIONS
Article 18. Registration of names of enterprises
1. Enterprise founders or enterprises may not register names of enterprises
that are identical or confusingly similar to names of other enterprises already
registered in the national business registration database nationwide, except
dissolved enterprises or enterprises declared bankrupt under legally effective
court rulings.
2. Business registration divisions may approve or reject to-be-registered
enterprise names in accordance with law. To avoid identical or confusingly
similar names of enterprises or violations of regulations on naming of
enterprises, decisions of business registration divisions are final. If disagreeing
with decisions of business registration divisions, enterprises may initiate lawsuits
in accordance with the law on administrative procedures.
3. Enterprises operating under investment licenses or investment certificates
(also serving as business registration certificates) or papers of equivalent legal
validity issued before July 1, 2015, may continue to use their registered names
and are not required to register the change of their names in case such names are
identical or confusingly similar to names of other enterprises already registered
in the national business registration database.
4. To encourage and create favorable conditions for enterprises with
identical or confusingly similar names to negotiate with one another for
registering the change of their names.
Article 19. Handling of cases in which enterprise names infringe upon
industrial property rights
1. It is not permitted to use protected trade names, marks or geographical
indications of organizations or individuals as constituents of proper names of
enterprises, unless it is approved by the owners of such trade names or marks.
Before registering the name of an enterprise, the enterprise founder or the
enterprise shall refer to marks and geographical indications already registered
and stored in the database on marks and geographical indications of the state
management agency in charge of industrial property.
2. Bases for identifying whether or not an enterprise name infringes upon
industrial property rights must comply with the law on intellectual property.

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 Enterprises shall take self-responsibility before law if their names infringe
upon industrial property rights. If their names infringe upon industrial property
rights, enterprises shall register the change of their names.
3. Industrial property rights holders may send written requests to business
registration divisions to ask enterprises with their names infringing upon
industrial property rights to change their names. Such a request shall be
accompanied by copies of:
a/ A competent agency’s written conclusion stating that the use of the
enterprise name infringes upon industrial property rights;
b/ A mark registration certificate or geographical indication registration
certificate; an extract of the national register of protected marks and geographical
indications issued by the state management agency in charge of industrial
property; a certificate of internationally registered marks protected in Vietnam,
issued by the state management agency in charge of industrial property; a
contract on the use of subject matters of industrial property rights in case the
requester is the transferee of the right to use such subject matters of industrial
property rights.
4. Within 10 working days after receiving all the papers specified in Clause
3 of this Article, a business registration division shall issue a notice requesting
the enterprise with its name infringing upon industrial property rights to change
its name and carry out procedures for registering the change of the enterprise
name within 2 months from the date of issuance of the notice. Such a notice shall
be accompanied by the papers specified in Clause 3 of this Article. Past the
above time limit, if the enterprise fails to register the change of its name, the
business registration division shall notify the infringement to a competent state
agency for handling in accordance with the law on intellectual property.
5. In case an agency competent to handle violations issues an administrative
sanctioning decision under which the infringer is subject to a remedial measure
of forcing the change of the enterprise name or forcing the elimination of the
violating element in the enterprise name but the infringer fails to implement such
measure within the law-specified time limit, the agency competent to handle
violations shall notify the infringement to the business registration division for
the latter to request the enterprise to report under Point c, Clause 1, Article 216
of the Law on Enterprises. For enterprises failing to report, the business
registration division shall revoke their enterprise registration certificates under
Point d, Clause 1, Article 212 of the Law on Enterprises.

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 6. Business registration divisions shall notify infringement-handling results
in case enterprise names infringe upon industrial property rights to the industrial
property rights holders specified in Clause 3 of this Article.
7. The Ministry of Planning and Investment shall coordinate with the
Ministry of Science and Technology in detailing this Article.
Article 20. Registration of names of branches, representative offices and
business locations
1. Names of branches, representative offices and business locations must
comply with Article 40 of the Law on Enterprises.
2. In addition to names in Vietnamese, branches, representative offices and
business locations of enterprises may register their names in foreign languages
and abbreviated names. Foreign-language names are names translated from
names in Vietnamese into one of foreign languages in the Latin language system.
Abbreviated names are names abbreviated from names in Vietnamese or names
in foreign languages.
3. It is not permitted to use the word “cong ty” (company) or “doanh
nghiep” (enterprise) in the proper name constituting the name of a branch,
representative office or business location of an enterprise.
4. For wholly state-owned enterprises that are transformed into dependent
cost-accounting units to meet reorganization requirements, their names before
the reorganization may be retained.

Chapter IV
DOSSIERS, ORDER AND PROCEDURES FOR ENTERPRISE
REGISTRATION OR OPERATION REGISTRATION OF BRANCHES,
REPRESENTATIVE OFFICES AND BUSINESS LOCATIONS
Article 21. Enterprise registration dossier for sole proprietorships
1. A written request for enterprise registration.
2. A copy of the legal paper of the owner of the sole proprietorship.
Article 22. Enterprise registration dossier for partnerships
1. A written request for enterprise registration.
2. The company charter.
3. List of members.
4. Copies of:

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 a/ Legal papers of individuals, for individual members of the company;
legal papers of institutions, for institutional members of the company; legal paper
of the individual, for the authorized representative, and document on
appointment of the authorized representative.
For members being foreign institutions, copies of their legal papers shall be
consularly legalized;
b/ The investment registration certificate, for enterprises established or
jointly established by foreign investors or foreign-invested economic
organizations in accordance with the Law on Investment and guiding documents.
Article 23. Enterprise registration dossier for limited liability companies
with two or more members or joint stock companies
1. A written request for enterprise registration.
2. The company charter.
3. List of members, for limited liability companies with two or more
members; or list of founding shareholders and list of shareholders being foreign
investors, for joint stock companies.
4. Copies of:
a/ Legal paper of the individual, for the at-law representative of the
enterprise;
b/ Legal papers of individuals, for individual members, founding
shareholders and shareholders being foreign investors; legal papers of
institutions, for institutional members, founding shareholders and shareholders
being foreign investors; legal papers of individuals, for authorized
representatives of institutional members, founding shareholders and shareholders
being foreign investors, and documents on appointment of the authorized
representatives.
For members and shareholders being foreign institutions, copies of their
legal papers must be consularly legalized;
c/ The investment registration certificate, for enterprises established or
jointly established by foreign investors or foreign-invested economic
organizations in accordance with the Law on Investment and guiding documents.
Article 24. Enterprise registration dossier for single-member limited
liability companies
1. A written request for enterprise registration.
2. The company charter.

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 3. Copies of:
a/ Legal paper of the individual, for the at-law representative of the
enterprise;
b/ Legal paper of the individual, for the individual owner of the company;
legal paper of the institution, for the institutional owner of the company (unless
the company owner is the State); legal paper of the individual, for the authorized
representative, and document on appointment of the authorized representative.
For the company owner being a foreign institution, a copy of its legal paper
must be consularly legalized;
c/ The investment registration certificate, for enterprises established by
foreign investors or foreign-invested economic organizations in accordance with
the Law on Investment and guiding documents.
Article 25. Enterprise registration dossiers for companies established on the
basis of division, splitting or consolidation
1. In case of division of a limited liability company or joint stock company
under Article 198 of the Law on Enterprises, in addition to papers specified in
Article 23 or 24 of this Decree, an enterprise registration dossier for the company
formed after the division must comprise:
a/ The resolution or decision on company division as specified in Article
198 of the Law on Enterprises;
b/ A copy of the minutes of the meeting of the Members’ Council, for
limited liability companies with two or more members, or of the Shareholders’
General Meeting, for joint stock companies, on company division.
2. In case of splitting of a limited liability company or joint stock company
under Article 199 of the Law on Enterprises, in addition to the papers specified
in Article 23 or 24 of this Decree, an enterprise registration dossier of the split
company must comprise:
a/ The resolution or decision on the company splitting as specified in
Article 199 of the Law on Enterprises;
b/ A copy of the minutes of the meeting of the Members’ Council, for
limited liability companies with two or more members, or of the Shareholders’
General Meeting, for joint stock companies, on the company splitting.
3. In case of consolidation of several companies into a new company, in
addition to the papers specified in Article 22, 23 or 24 of this Decree, an
enterprise registration dossier for the consolidating company must comprise:

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 a/ The consolidation contract as specified in Article 200 of the Law on
Enterprises;
b/ The resolution or decision on approval of the consolidation contract of
the consolidated companies and a copy of the minutes of the meeting of the
Members’ Council, for limited liability companies with two or more members or
partnerships, or of the Shareholders’ General Meeting, for joint stock companies,
on approval of the consolidation contract for establishment of a new company.
Article 26. Enterprise registration dossiers in cases of enterprise
transformation
1. In case of transformation of a sole proprietorship into a partnership,
limited liability company or joint stock company, a transformation registration
dossier must comprise the papers specified in Article 22, 23 or 24 of this Decree,
excluding the investment registration certificate specified at Point b, Clause 4,
Article 22; Point c, Clause 4, Article 23; or Point c, Clause 3, Article 24, of this
Decree. Such dossier shall be accompanied by:
a/ The sole proprietorship owner’s written commitment that he/she will be
personally answerable with all of his/her assets for all unpaid debts and fully pay
debts when they are due;
b/ The sole proprietorship owner’s written agreement with parties to
unliquidated contracts, stating that the transformed company will take over and
continue to perform such contracts;
c/ The sole proprietorship owner’s written commitment or written
agreement with other capital contributors on receipt and employment of existing
workers of the sole proprietorship;
d/ The transfer contract or papers proving completion of the transfer in case
of transfer of capital of the sole proprietorship; the donation contract in case of
donation of capital of the sole proprietorship; or a copy of the written
certification of the heir’s lawful right to inherit in case of inheritance as
prescribed by law;
dd/ The investment registration agency’s written approval of contribution of
capital or purchase of shares or contributed capital amounts of foreign investors
or foreign-invested economic organizations, in case it is required to carry out
registration procedures for contribution of capital or purchase of shares or
contributed capital amounts under the Law on Investment.
2. In case of transformation of a single-member limited liability company
into a limited liability company with two or more members, a transformation
registration dossier must comprise the papers specified in Article 23 of this

18
Decree, excluding the investment registration certificate specified at Point c,
Clause 4, Article 23 of this Decree. The dossier shall be accompanied by:
a/ The transfer contract or papers proving completion of the transfer, in case
of transfer of contributed capital amounts; the donation contract, in case of
donation of contributed capital amounts; or a copy of the written certification of
the heir’s lawful right to inherit, in case of inheritance as prescribed by law;
b/ The company owner’s resolution or decision on additional mobilization
of contributed capital of other individuals and organizations and a written
certification of contribution of capital by new members, in case of mobilization
of contributed capital of new members;
c/ The investment registration agency’s written approval of contribution of
capital or purchase of shares or contributed capital amounts of foreign investors
or foreign-invested economic organizations, in case it is required to carry out
registration procedures for contribution of capital or purchase of shares or
contributed capital amounts under the Law on Investment.
3. In case of transformation of a limited liability company with two or more
members into a single-member limited liability company, a transformation
registration dossier must comprise the papers specified in Article 24 of this
Decree, excluding the investment registration certificate specified at Point c,
Clause 3, Article 23 of this Decree. The dossier shall be accompanied by:
a/ The transfer contract or papers proving completion of the transfer, in case
of transfer of contributed capital amounts; the donation contract, in case of
donation of contributed capital amounts; a copy of the written certification of the
heir’s lawful right to inherit, in case of inheritance as prescribed by law; or the
merger contract or consolidation contract, in case of company merger or
consolidation;
b/ The resolution or decision and a copy of the minutes of the meeting of
the Members’ Council of the limited liability company with two or more
members, on transformation of the company to operate after the model of a
single-member limited liability company;
c/ The investment registration agency’s written approval of contribution of
capital or purchase of shares or contributed capital amounts of foreign investors
or foreign-invested economic organizations, in case it is required to carry out
registration procedures for contribution of capital or purchase of shares or
contributed capital amounts under the Law on Investment.
4. In case of transformation of a limited liability company into a joint stock
company or vice versa, a transformation registration dossier must comprise the

19
papers specified in Article 23 or 24 of this Decree, excluding the investment
registration certificate specified at Point c, Clause 4, Article 23 or Point c, Clause
3, Article 24 of this Decree. The dossier shall be accompanied by:
a/ The company owner’s resolution or decision, for single-member limited
liability companies, or the resolution or decision and a copy of the minutes of the
meeting of the Members’ Council, for limited liability companies with two or
more members, or the resolution and a copy of the minutes of the meeting of the
Shareholders’ General Meeting, for joint stock companies, on the company
transformation;
b/ The transfer contract or papers proving completion of the transfer, in case
of transfer of shares or contributed capital amounts; the donation contract, in
case of donation of shares or contributed capital amounts; or a copy of the
written certification of the heir’s lawful right to inherit, in case of inheritance as
prescribed by law;
c/ Papers certifying capital contribution by new members or shareholders;
d/ The investment registration agency’s written approval of contribution of
capital or purchase of shares or contributed capital amounts of foreign investors
or foreign-invested economic organizations, in case it is required to carry out
registration procedures for contribution of capital or purchase of shares or
contributed capital amounts under the Law on Investment.
5. Enterprises may register enterprise transformation simultaneously with
registering change of enterprise registration contents or notification of changes in
enterprise registration contents. In this case, an enterprise registration dossier
must comply with Clause 1, 2, 3 or 4 of this Article.
In case an enterprise registers enterprise transformation simultaneously with
registering change of its at-law representative, the dossier-signing person is the
Chairperson of the Members’ Council, for limited liability companies with two
or more members or partnerships; the Company President or Chairperson of the
Members’ Council, for single-member limited liability companies; or
Chairperson of the Board of Directors, for joint stock companies, of the
transformed company.
Article 27. Registration for transformation from business households into
enterprises
1. The registration of establishment of an enterprise on the basis of
transformation from a business household shall be conducted at the business
registration division of the locality where the enterprise intends to base its head
office.

20
 2. A dossier for registration of establishment of an enterprise on the basis of
transformation from a business household must comprise the original business
household registration certificate, a copy of the tax registration certificate, and
the papers specified in Article 21, 22, 23 or 24 of this Decree corresponding to
each type of enterprise, excluding the investment registration certificate specified
at Point b, Clause 4, Article 22; Point c, Clause 4, Article 23; or Point c, Clause
3, Article 24, of this Decree. In case foreign investors or foreign-invested
economic institutions contribute capital to or purchase shares of or contributed
capital amounts at, an enterprise transformed from a business household that fall
into the cases subject to registration of contribution of capital or purchase of
shares or contributed capital amounts in accordance with the Law on Investment,
the dossier must also comprise the investment registration agency’s written
approval of the contribution of capital or purchase of shares or contributed
capital amounts of foreign investors or foreign-invested economic institutions.
3. Within 2 working days after granting an enterprise registration certificate,
the business registration division shall send a copy of the enterprise registration
certificate and the original business household registration certificate to the
district-level business registration agency of the locality where the business
household’s head office is based for the latter to carry out procedures to
terminate operation of the business household.
Article 28. Enterprise registration dossiers, order and procedures applicable
to social enterprises
1. The dossier, order and procedures for registration of establishment of a
social enterprise or a branch, representative office or business location of a social
enterprise must comply with the provisions of this Decree corresponding to each
type of enterprise. The dossier must be enclosed with a commitment on
implementation of social and environmental objectives signed by the following
person(s):
a/ For a sole proprietorship: the owner of the sole proprietorship;
b/ For a partnership: general partners;
c/ For a limited liability company: individual members; at-law
representatives or authorized representatives of institutional members;
d/ For a joint stock company: individual founding shareholders, other
individual shareholders if these shareholders agree with the contents of the
commitment and wish to sign the commitment together with the founding
shareholders; at-law representatives or authorized representatives of the
institutional founding shareholders and at-law representatives or authorized

21
representatives of other institutional shareholders if these shareholders agree
with the contents of the commitment and wish to sign the commitment together
with the founding shareholders.
The business registration division shall publish the commitment on
implementation of social and environmental objectives on the National Business
Registration Portal when granting an enterprise registration certificate to the
enterprise.
2. In case an enterprise is transformed into a social enterprise, it shall
submit a dossier to the business registration division of the locality where its
head office is based. The dossier must comprise:
a/ A commitment on implementation of social and environmental
objectives, signed by the enterprise’s at-law representative;
b/ The resolution or decision and a copy of the minutes of the meeting of
the Members’ Council, for a limited liability company with two or more
members or a partnership, or of the Shareholders’ General Meeting, for a joint
stock company; or the resolution or decision of the company owner, for a single-
member limited liability company, on the approval of the contents of the
commitment.
The business registration division shall update information on the enterprise
in the national business registration database and publish the commitment on
implementation of social and environmental objectives on the National Business
Registration Portal within 3 working days after receiving the dossier.
3. In case a social enterprise changes the contents of its commitment on
implementation of social and environmental objectives, it shall send a notice to
the business registration division of the locality where its head office is based
within 5 working days after making decision on such change. The notice must be
enclosed with:
a/ The revised commitment on implementation of social and environmental
objectives, signed by the at-law representative of the enterprise;
b/ The resolution or decision and a copy of the minutes of the meeting of
the Members’ Council, for a limited liability company with two or more
members or a partnership, or of the Shareholders’ General Meeting, for a joint
stock company; or the resolution or decision of the company owner, for a single-
member limited liability company, on the approval of the changes to the
commitment.
The business registration division shall update information on the enterprise
in the national business registration database and publish the revised

22
commitment on implementation of social and environmental objectives on the
National Business Registration Portal within 3 working days after receiving the
notice.
4. In case a social enterprise terminates its commitment on implementation
of social and environmental objectives, it shall send a notice to the business
registration division of the locality where its head office is based within 5
working days after making decision on the termination. The notice must be
enclosed with the resolution or decision and a copy of the minutes of the meeting
of the Members’ Council, for a limited liability company with two or more
members or a partnership, or of the Shareholders’ General Meeting, for a joint
stock company; or the resolution or decision of the company owner, a for single-
member limited liability company; or the decision of a competent state agency (if
any) on the termination of the commitment, clearly stating the reason for the
termination.
The business registration division shall update information on the enterprise
in the national business registration database and publish the papers specified in
Clause 4 of this Article on the National Business Registration Portal within 3
working days after receiving the notice.
5. The dossiers, order and procedures for division, splitting, consolidation
and merger of social enterprises must comply with this Decree. In case of
establishing a new social enterprise on the basis of division, splitting or
consolidation of enterprise(s), the dossier must also comprise a commitment on
implementation of social and environmental objectives specified in Clause 1 of
this Article. In case the division, splitting, consolidation or merger of social
enterprise(s) leads to termination of the commitment on implementation of social
and environmental objectives, the dossier must also comprise the papers
specified in Clause 4 of this Article.
6. The dossier, order and procedures for dissolution of a social enterprise
must comply with this Decree. In case the social enterprise’s assets or finances
from the source of received aid and donation have not yet been used up, the
dissolution dossier must also comprise copies of documents on handling of the
unused assets or finances.
7. The registration of establishment of a social enterprise on the basis of
transformation from a social protection establishment, social fund or charitable
fund shall be conducted at the business registration division of the locality where
the social enterprise intends to base its head office. An enterprise registration
dossier must comprise the papers specified in Clause 1 of this Article, excluding
the investment registration certificate specified at Point b, Clause 4, Article 22;

23
Point c, Clause 4, Article 23; or Point c, Clause 3, Article 24, of this Decree. The
dossier must be enclosed with:
a/ The decision permitting the transformation of the social protection
establishment, social fund or charitable fund into a social enterprise, issued by
the competent agency having issued the license for establishment of the social
protection establishment, social fund or charitable fund;
b/ The establishment registration certificate, for a social protection
establishment, or license for establishment and charter recognition, for a social
fund or charitable fund;
c/ A copy of the tax registration certificate;
d/ The investment registration agency’s written approval of the contribution
of capital or purchase of shares contributed capital amounts of foreign investors
or foreign-invested economic institutions, for cases subject to registration of
contribution of capital or purchase of shares or contributed capital amounts in
accordance with the Law on Investment.
Within 2 working days after granting an enterprise registration certificate,
the business registration division shall send a copy of the enterprise registration
certificate and the original establishment registration certificate, for a social
protection establishment, or license for establishment and charter recognition, for
a social fund or charitable fund, to the competent agency having granted the
establishment license to the social protection establishment, social fund or
charitable fund for the latter to terminate the operation of such social protection
establishment, social fund or charitable fund.
Article 29. Enterprise registration dossiers, order and procedures applicable
to credit institutions, foreign bank branches, and representative offices of foreign
credit institutions and other foreign institutions engaged in banking activities
1. The enterprise registration dossier, order and procedures applicable to
credit institutions and branches, representative offices and business locations of
credit institutions must comply with the provisions of this Decree corresponding
to each type of enterprise; a dossier must be enclosed with a copy of the relevant
license or written approval issued by the State Bank of Vietnam.
2. Dossiers of registration of operation or registration of changes in
operation registration contents of foreign bank branches and representative
offices of foreign credit institutions and other foreign institutions engaged in
banking activities must correspondingly comply with Points a and c, Clause 1,
Article 31 or Clause 2, Article 62 of this Decree; a dossier must be enclosed with

24
a copy of the relevant license or written approval issued by the State Bank of
Vietnam.
3. Within 7 working days after the decision on revocation of its license
takes effect, a credit institution, foreign bank branch or representative office of a
foreign credit institution or another foreign institution engaged in banking
activities shall send a notice of dissolution of the enterprise or termination of
operation of the branch or representative office to the business registration
division of the locality where the credit institution’s head office, branch or
representative office is based. The notice must be enclosed with copies of the
termination or liquidation decision and the license revocation decision of the
State Bank of Vietnam, in case of dissolution of a credit institution or foreign
bank branch; or a copy of the license revocation decision, in case of termination
of operation of a representative office of a foreign credit institution or another
credit institution engaged in banking activities.
Business registration divisions shall receive and process dossiers of
registration of dissolution of credit institutions, termination of operation of
foreign bank branches and representative offices of foreign credit institutions and
other institutions engaged in banking activities according to Clause 5, Article 70
and Clause 3, Article 72 of this Decree.
4. In case the State Bank of Vietnam designates the representative for a
credit institution placed under special control, a dossier of registration of change
of the at-law representative must comply with Article 50 of this Decree, in which
the resolution or decision of the company owner, for a single-member limited
liability company; the resolution or decision and a copy of the minutes of the
meeting of the Members’ Council, for a limited liability company with two or
more members; or the resolution and a copy of the minutes of the meeting the
Shareholders’ General Meeting or the resolution or decision and a copy of the
minutes of the meeting of the Board of Directors, for a joint stock company, shall
be replaced with a copy of the State Bank of Vietnam’s decision on designation
of a person to replace the chairperson of the Board of Directors, chairperson of
the Members’ Council or Chief Executive Officer of the credit institution.
5. In case the State Bank of Vietnam directly contributes capital to or
purchases shares of a credit institution placed under special control or designates
another credit institution to contribute capital to or purchase shares of a credit
institution placed under special control under a decision of the Prime Minister or
State Bank of Vietnam, a dossier of registration of changes in enterprise
registration contents must comply with corresponding provisions of this Decree,
in which the resolution or decision of the company owner, for a single-member

25
limited liability company; the resolution or decision and a copy of the minutes of
the meeting of the Members’ Council, for a limited liability company with two or
more members; or the resolution and a copy of the minutes of the meeting of the
Shareholders’ General Meeting or the resolution or decision and a copy of the
minutes of the meeting of the Board of Directors, for a joint stock company, and
transfer contract or papers proving the completion of the transfer shall be
replaced with a copy of the decision of the Prime Minister or State Bank of
Vietnam.
Article 30. Enterprise registration dossiers, order and procedures applicable
to securities companies, securities investment fund management companies,
securities investment companies, and Vietnam-based branches of foreign
securities companies and foreign fund management companies
1. Enterprise registration dossiers, order and procedures applicable to
securities companies, securities investment fund management companies,
securities investment companies, and branches, representative offices and
business locations of securities companies and securities investment fund
management companies must comply with this Decree’s provisions
corresponding to each type of enterprise. A dossier must be enclosed with a copy
of the establishment and operation license or a copy of the written approval of
the State Securities Commission of Vietnam.
2. Dossiers of registration of operation or registration of changes in
operation registration contents of Vietnam-based branches of foreign securities
companies or foreign fund investment companies must correspondingly comply
with Points a and c, Clause 1, Article 31 or Clause 2, Article 62 of this Decree. A
dossier must be enclosed with a copy of the establishment and operation license
or a copy of the written approval of the State Securities Commission of Vietnam.
3. In case a securities company, securities investment fund management, or
a Vietnam-based branch of a foreign securities company or foreign fund
management company has its establishment and operation license revoked, the
State Securities Commission of Vietnam shall send a notice thereof to the
business registration division of the locality where such securities company’s or
securities investment fund management company’s head office or branch is
based for the latter to revoke the enterprise registration certificate or branch
operation registration certificate according to Clause 4, Article 95 of the Law on
Securities. The business registration division shall revoke the enterprise
registration certificate or branch operation registration certificate according to
Clause 6, Article 75 or Clause 5, Article 77 of this Decree.

26
 Article 31. Dossiers, order and procedures for registration of operation of
branches and representative offices and notification of establishment of business
locations
1. Dossiers of registration of operation of branches or representative offices
An enterprise shall submit a dossier of registration of operation of a branch
or representative office at the business registration division of the locality where
the branch or representative office is based. The dossier must comprise:
a/ A notice of the establishment of branch or representative office, signed
by the enterprise’s at-law representative;
b/ A copy of the resolution or decision and a copy of the minutes of the
meeting of the Members’ Council, for a limited liability company with two or
more members or a partnership, or of the Board of Directors, for a joint stock
company; or the resolution or decision of the company owner, for a single-
member limited liability company, on the establishment of the branch or
representative office;
c/ A copy of the legal paper of the head of the branch or representative
office.
2. Notification of establishment of business locations
a/ An enterprise may establish business locations at places other than the
places where its head office or branches is/are located;
b/ Within 10 days after deciding to establish a business location, the
enterprise shall send a notice of establishment of a business location to the
business registration division of the locality where the business location is based;
c/ The notice of establishment of a business location shall be signed by the
enterprise’s at-law representative, if the business location is attached to the
enterprise, or by the head of a branch, if the business location is attached to a
branch of the enterprise.
3. Within 3 working days after receiving a valid dossier, the business
registration division shall grant a certificate of registration of operation of a
branch or representative office or update information on the business location in
the national business registration database for the enterprise. In case the
enterprise so wishes, the business registration division shall grant a certificate of
registration of business location for the enterprise. In case the dossier is invalid,
the business registration division shall notify the enterprise in writing of contents
that need to be revised.

27
 4. The establishment of overseas branches or representative offices of
enterprises must comply with the laws of host countries. Within 30 days after
officially establishing an overseas branch or representative office, an enterprise
shall send a notice to the business registration division of the locality where its
head office is based. The notice must be enclosed with a copy of the certificate of
registration of operation of the branch or representative office or paper of
equivalent validity. The business registration division shall update information
on the enterprise’s branch or representative office in the national business
registration database within 3 days after receiving the notice.
Article 32. Receipt and processing of enterprise registration dossiers
1. An enterprise registration dossier submitter specified in this Decree shall
submit dossiers at the business registration division of the locality where the
enterprise’s head office is based.
2. An enterprise registration dossier shall be received for entry of
information in the national information system on business registration when the
following conditions are fully met:
a/ The dossier comprises sufficient papers as specified in this Decree;
b/ The enterprise’s name has been filled in the request for enterprise
registration, request for registration of changes in enterprise registration contents
or notice of changes in enterprise registration contents;
c/ The dossier submitter’s contact address is available;
d/ Enterprise registration charges and fees have been fully paid according to
regulations.
3. After receiving an enterprise registration dossier, the business registration
division shall hand over a dossier receipt to the dossier submitter.
4. After handing over the dossier receipt to the dossier submitter, the
business registration division shall sufficiently and accurately enter information
in the enterprise registration dossier, check the validity of the dossier and upload
digitalized documents included in the dossier to the national information system
on business registration.
5. Enterprise founders or enterprises may halt the performance of enterprise
registration procedures when their enterprise registration dossiers are not yet
approved in the national information system on business registration. In this
case, the person competent to sign the request for enterprise registration shall
send a request for halting the performance of enterprise registration procedures
to the business registration division to which the enterprise registration dossier

28
has been submitted. The business registration division shall consider and issue a
notice of halting enterprise registration procedures for the enterprise and cancel
the enterprise registration dossier according to the set process on the national
information system on business registration within 3 working days after
receiving the request. In case of refusal to halt enterprise registration procedures,
the business registration division shall issue a notice and clearly state the reason
to the enterprise founder or the enterprise.
Article 33. Time limits for grant of enterprise registration certificates and
written certifications of changes in enterprise registration contents
1. Within 3 working days after receiving a valid dossier, the business
registration division shall grant an enterprise registration certificate or a written
certification of changes in enterprise registration contents and update information
on changes in enterprise registration contents to the national business registration
database.
2. If the dossier is invalid or the enterprise name requested to be registered
is improper, within 3 working days after receiving the dossier, the business
registration division shall notify in writing the contents that need to be revised to
the enterprise founder or the enterprise. The business registration division shall
write all requirements for revision for each dossier submitted by the enterprise in
a separate request for dossier modification or supplementation.
3. Past the above-said time limit, if receiving no enterprise registration
certificate or no written certification of changes in enterprise registration
contents, or not permitted to change enterprise registration contents in the
national business registration database, or receiving no request for enterprise
registration dossier modification or supplementation, the enterprise founder or
the enterprise may file a complaint or denunciation in accordance with the law
on complaints and denunciations.
Article 34. Grant of enterprise registration certificates
1. An enterprise shall be granted an enterprise registration certificate if it
fully satisfies the conditions specified in Clause 1, Article 27 of the Law on
Enterprises.
2. From the date the business registration division grants an enterprise
registration certificate, information in such certificate shall become legally valid.
An enterprise may commence business operations from the date it is granted an
enterprise registration certificate, unless it operates in sectors or trades subject to
conditional business investment. In case an enterprise registers a date of
commencement of business operations after the date it is granted an enterprise

29
registration certificate, it may commence business operations from the registered
date, unless it operates in sectors or trades subject to conditional business
investment.
3. Enterprises may request business registration divisions to grant copies of
their enterprise registration certificates and shall pay a charge according to
regulations.
4. In case an enterprise is granted a new enterprise registration certificate,
the previous enterprise registration certificate(s) shall become invalidated.
Article 35. Announcement of enterprise registration contents
1. To-be-announced contents are specified in Clauses 1 and 2, Article 32 of
the Law on Enterprises.
2. Announcements of enterprise registration contents shall be published on
the National Business Registration Portal.
3. The request for announcement of enterprise registration contents and
payment of charge for announcement of enterprise registration contents shall be
made at the time enterprises submit enterprise registration dossiers. In case
enterprises are not granted an enterprise registration certificate, they shall be
refunded the paid amount of charge for announcement of enterprise registration
contents.
Article 36. Provision of enterprise registration information
1. Information shall be provided publicly and free of charge on the National
Business Registration Portal at http://dangkykinhdoanh.gov.vn, including names
of enterprises; identification numbers of enterprises; addresses of head offices;
business lines; full names of at-law representatives; and legal status of
enterprises.
2. Organizations and individuals that wish to be provided with enterprise
registration information according to Clause 1, Article 33 of the Law on
Enterprises shall send requests for provision of information to the National
Business Registration Portal or state management agencies in charge of business
registration or provincial-level business registration agencies for provision of
information.
State management agencies in charge of business registration shall provide
information on enterprises stored in the national information system on business
registration. Provincial-level business registration agencies shall provide
information on enterprises stored in the national information system on business
registration in their localities.

30
 Article 37. Modes of payment of enterprise registration charges and fees
1. Enterprise registration dossier submitters shall pay enterprise registration
charges and fees at the time of submitting enterprise registration dossiers.
Enterprise registration charges and fees may be paid directly at business
registration divisions or transferred into the accounts of business registration
divisions or paid using the e-payment service. Enterprise registration fees shall
not be refunded to enterprises if they are not granted enterprise registration
certificates.
2. E-payment of charges and fees may be made via the National Business
Registration Portal. The charges for use of the e-payment service shall not be
included in enterprise registration fees, charges for enterprise registration
information provision, and charges for announcement of enterprise registration
contents.
3. Upon occurrence of an error in the course of using the e-payment service,
organizations and individuals that pay charges and fees electronically shall
contact the e-payment service provider for handling the error.
4. The Ministry of Finance shall assume the prime responsibility for, and
coordinate with the Ministry of Planning and Investment in, guiding the rates,
collection, remittance, management and use of enterprise registration charges
and fees and charges for enterprise registration information provision and
announcement of enterprise registration contents, ensuring funds for the
upgrading, maintenance, and operation of the national information system on
business registration.
Article 38. Standardization and conversion of enterprise registration data
1. Data standardization means the implementation of the steps of reviewing,
checking, supplementing and editing enterprise registration information and legal
status of enterprises in the national business registration database.
2. Information in business registration certificates and business registration
and tax registration certificates stored at all business registration divisions and
information on business registration contents in investment licenses or
investment certificates (which are also business registration certificates) or
papers of equivalent validity, and licenses for establishment and securities
business must be converted into the national information system on business
registration. When conducting data conversion, information registered at
business registration divisions, investment registration agencies and the State
Securities Commission of Vietnam shall serve as primary source information on
enterprises.

31
 2. In case enterprise registration information in the national business
registration database is insufficient or inaccurate compared to enterprise
registration certificates or enterprise registration dossiers in paper form due to
data conversion, business registration divisions shall themselves supplement or
update information or guide concerned enterprises to supplement or update
information according to regulations.
4. The standardization of enterprise registration data, digitalization of
enterprise registration dossiers, and updating, supplementation and conversion of
enterprise registration data shall be conducted according to annual plans of
business registration divisions.
5. The Ministry of Planning and Investment shall guide in detail this
Article.
Article 39. Correction of information in enterprise registration certificates,
written certifications of changes in enterprise registration contents, certificates of
registration of operation of branches, representative offices, and certificates of
registration of business locations
1. In case an enterprise detects that the contents of its enterprise registration
certificate is inaccurate compared to its enterprise registration dossier, it shall
send a request for correction of information to the business registration division
of the locality where its head office is based. The business registration division
shall re-grant an enterprise registration certificate within 3 working days after
receiving the enterprise’s request if information stated in such request is
accurate.
2. In case the business registration division detects that the contents of an
enterprise registration certificate are inaccurate compared to the enterprise
registration dossier, it shall send a notice of correction of contents of the
enterprise registration certificate to the concerned enterprise and grant an
enterprise registration certificate to the enterprise within 3 working days after
sending the notice.
3. The correction of information in written certifications of changes in
enterprise registration contents, certificates of registration of operation of
branches and representative offices, and certificates of registration of business
locations and enterprise registration information stored in the national business
registration database must comply with Clauses 1 and 2 of this Article.
Article 40. Correction of enterprise registration information due to
conversion of data into the national business registration database

32
 1. In case an enterprise detects that its enterprise registration information in
the national business registration database is insufficient or inaccurate compared
to its enterprise registration certificate, business registration certificate, business
registration and tax registration certificate, investment certificate (which is also
business registration certificate), investment license or paper of equivalent
validity, or license for establishment and securities business due to the
conversion of data into the national business registration database, the enterprise
shall send a request for correction of information to the business registration
division of the locality where its head office is based. The request must be
enclosed with a copy of the enterprise registration certificate, business
registration certificate, business registration and tax registration certificate,
investment certificate (which is also business registration certificate), investment
license or paper of equivalent validity, or license for establishment and securities
business.
Within 3 working days after receiving the enterprise’s request for correction
of information, the business registration division shall supplement or correct
enterprise registration information in the national business registration database.
2. In case the business registration division detects that enterprise
registration information in the national business registration database is
insufficient or inaccurate compared to the enterprise registration certificate in
paper form due to conversion of data into the national business registration
database, within 3 working days after detecting the error, the business
registration division shall supplement or correct enterprise registration
information in the national business registration database.
Article 41. Legal status of enterprises
The legal statuses of enterprises in the national business registration
database include:
1. “Suspension of business operations”, which is the legal status of an
enterprise during the period of suspension of business operations under Clause 1,
Article 206 of the Law on Enterprises. The date of changing the legal status to
“Suspension of business operations” is the enterprise-registered date of
commencement of suspension of business operations. The date of terminating the
legal status of “Suspension of business operations” is the enterprise-notified date
the period of suspension of business operations ends or the enterprise-registered
date of resumption of business operations ahead of notified date.
2. “No longer operating at registered address”, which is the legal status of
an enterprise which cannot be found at the registered address by tax
administration offices and related units via examination and verification.

33
Information on enterprises no longer operating at registered addresses shall be
provided by tax administration offices to business registration agencies. The
change, updating, and times of changing the legal status and terminating the legal
status shall be decided by tax administration offices. Tax administration offices
shall provide and update information on the legal status “No longer operating at
registered address” of enterprises to business registration agencies via the tax
registration information system connected to the national information system on
business registration. Business registration agencies shall acknowledge and
update information on the legal status provided by tax administration offices to
the national business registration database.
3. “Being subject to revocation of enterprise registration certificate due to
coercive enforcement of tax administration measures”, which is the legal status
of an enterprise against which the business registration division issues a decision
to revoke the enterprise registration certificate at the request of the tax
administration office to implement a measure of coercive enforcement of tax
administration-related administrative decisions. The date of changing the legal
status to “Being subject to revocation of enterprise registration certificate due to
coercive enforcement of tax administration measures” is the date the business
registration division issues a decision on revocation of the enterprise registration
certificate. The date of terminating the legal status of “Being subject to
revocation of enterprise registration certificate due to coercive enforcement of
tax administration measures” is the date the business registration division
resumes the enterprise’s legal status at the written request of the tax
administration office in accordance with the law on tax administration.
4. “Undergoing dissolution procedures, having been divided, consolidated
or merged”, which is the legal status of an enterprise for which a dissolution
resolution or decision has been issued under Clause 3, Article 208 of the Law on
Enterprises; or an enterprise against which the business registration division has
issued a decision on revocation of the enterprise registration certificate, unless
the enterprise registration certificate is revoked due to coercive enforcement of
tax administration measures; or an enterprise which is dissolved under a court
ruling according to Clause 1, Article 209 of the Law on Enterprises; or an
enterprise which has been divided, consolidated or merged and is carrying out
procedures for settlement and transfer of tax liabilities with tax offices as a result
of the division, consolidation or merger. The time for determining the change of
the legal status to “Undergoing dissolution procedures, having been divided,
consolidated or merged” is the time the business registration division notifies
information on the enterprise’s status of undergoing dissolution procedures on
the National Business Registration Portal; or the dividing company,

34
consolidating company or merging company is granted an enterprise registration
certificate on the basis of division, consolidation or merger.
5. “Undergoing bankruptcy procedures”, which is the legal status of an
enterprise which has obtained a court ruling on opening of bankruptcy
procedures in accordance with the law on bankruptcy. The time for determining
the change of the legal status to “Undergoing bankruptcy procedures” is the time
the business registration division updates information on the enterprise’s status
of undergoing bankruptcy procedures in the national business registration
database.
6. “Having been dissolved, bankrupted, or terminated existence”, which is
the legal status of an enterprise which has completed dissolution procedures
according to regulations and has information on its legal status updated by the
business registration division under Clause 8, Article 208 or Clause 5, Article
209 of the Law on Enterprises; or an enterprise which has obtained a court ruling
on bankruptcy declaration in accordance with the law on bankruptcy; or an
enterprise which is subject to termination of existence because it is divided,
consolidated or merged according to Clause 5, Article 198, Clause 5, Article 200,
or Clause 4, Article 201, of the Law on Enterprises. The time for determining the
change of the legal status to “Having been dissolved, bankrupted, or terminated
existence” is the time the business registration division updates information on
the enterprise’s legal status in the national business registration database.
7. “In operation”, which is the legal status of an enterprise which has been
granted an enterprise registration certificate and does not fall into the legal status
specified in Clause 1, 2, 3, 4, 5, or 6 of this Article.

Chapter V
ENTERPRISE REGISTRATION VIA THE ELECTRONIC
COMMUNICATION NETWORK
Article 42. Enterprise registration via the electronic communication
network
1. Making enterprise registration via the electronic communication network
means that an enterprise founder or enterprise carries out the enterprise
registration via the National Business Registration Portal. Organizations and
individuals may opt to use digital signatures in accordance with the law on e-
transactions or use business registration accounts to make enterprise registration
via the electronic communication network.

35
 2. The business registration account specified in Clause 4, Article 26 of the
Law on Enterprises is the account used to authenticate dossiers for enterprise
registration via the electronic communication network in case persons competent
to sign requests for enterprise registration do not use digital signatures. Business
registration accounts shall be created by the national information system on
business registration and granted to individuals to make enterprise registration
via the electronic communication network. Individuals shall access the National
Business Registration Portal to declare information and create business
registration accounts. Personal information declared on the National Business
Registration Portal for grant of business registration accounts must be sufficient
and accurate as the information stated in legal papers of the concerned
individuals and comply with the dossier submitter identification assurance level
of the national information system on business registration.
3. A business registration account shall be granted to only one individual.
Individuals who are granted business registration accounts shall be held
responsible before law for the accuracy and lawfulness of information registered
for grant of business registration accounts and for the use of business registration
accounts.
4. Business registration divisions shall create favorable conditions for
organizations and individuals to acquire information and make enterprise
registration via the electronic communication network.
Article 43. Dossiers for enterprise registration via the electronic
communication network
1. A dossier for enterprise registration via the electronic communication
network must comprise the data which are specified in this Decree and displayed
in the form of e-document. Dossiers for enterprise registration via the electronic
communication network are as legally valid as enterprise registration dossiers in
paper form.
2. An e-document is a document in the form of data message which is
created or digitalized from a paper document and expresses accurately and
wholly the contents of the paper document. E-documents may be in the format of
“.doc” or “.docx” or “.pdf”.
3. A dossier for enterprise registration via the electronic communication
network shall be accepted when the following requirements are fully met:
a/ The dossier comprises sufficient papers which are fully filled according
to regulations applicable to paper dossiers and have been converted into e-
documents. E-documents must be named consistently with the names of

36
documents in paper dossiers. Persons competent to sign requests for enterprise
registration, members, partners, founding shareholders, shareholders being
foreign investors or other individuals who sign enterprise registration dossiers
may use their digital signatures to sign e-documents directly or sign paper
documents and then scan the paper documents in a format specified in Clause 2
of this Article;
b/ Enterprise registration information declared on the National Business
Registration Portal must be sufficient and accurate as those declared in the paper
dossier, covering information on the telephone number and email of the dossier
submitter;
c/ The dossier must be authenticated with the digital signature or business
registration account of the person competent to sign the request for enterprise
registration or the person authorized by the former to carry out enterprise
registration procedures. In case of authorization, the dossier must be enclosed
with the papers and documents specified in Article 12 of this Decree.
4. The time limit for an enterprise to modify or supplement its dossier for
enterprise registration via the electronic communication network is 60 days after
the business registration division issues a request for dossier modification or
supplementation. Past this time limit, if the business registration division does
not receive the modified or supplemented dossier from the enterprise, it shall
cancel the enterprise registration dossier according to the set process on the
national information system on business registration.
Article 44. Order and procedures for enterprise registration via the
electronic communication network using digital signatures
1. The dossier submitter shall declare information, upload e-documents,
sign to authenticate the dossier for enterprise registration via the electronic
communication network and pay enterprise registration charges and fees
according to the set process on the National Business Registration Portal.
2. After completing the sending of the enterprise registration dossier, the
dossier submitter shall be given receipts via the electronic communication
network.
3. In case the dossier is qualified for grant of an enterprise registration
certificate, the business registration division shall grant an enterprise registration
certificate and notify the enterprise thereof. In case the dossier is unqualified for
grant of an enterprise registration certificate, the business registration division
shall send a notice via the electronic communication network to the enterprise to
request the latter to modify or supplement the dossier.

37
 4. The registration of operation of branches and representative offices and
notification of establishment of business locations of enterprises via the
electronic communication network must comply with the process specified in
this Article.
Article 45. Order and procedures for enterprise registration via the
electronic communication network using business registration accounts
1. Dossier submitters shall use their business registration accounts to
declare information, upload e-documents, sign to authenticate dossiers for
enterprise registration via the electronic communication network and pay
enterprise registration charges and fees according to the set process on the
National Business Registration Portal. In case of authorization for carrying out
enterprise registration procedures via the electronic communication network
using business registration accounts, the authorization document must contain
the authorizer’s contact information for authenticating the submission of the
dossier for enterprise registration via the electronic communication network.
2. After completing the sending of enterprise registration dossiers, dossier
submitters shall be given receipts via the electronic communication network.
3. In case a dossier is qualified for grant of an enterprise registration
certificate, the business registration division shall grant an enterprise registration
certificate and notify the enterprise thereof. In case a dossier is unqualified for
grant of an enterprise registration certificate, the business registration division
shall send a notice via the electronic communication network to the enterprise to
request the latter to modify or supplement the dossier.
4. The procedures for enterprise registration via the electronic
communication network specified in this Article shall also apply to the
registration of operation of branches and representative offices and notification
of establishment of business locations of enterprises.
Article 46. Handling of violations, settlement of complaints and disputes
related to digital signatures and business registration accounts
1. The identification and settlement of disputes and complaints and
handling of violations related to the management and use of digital signatures
and business registration accounts must comply with law.
2. Business registration agencies and state management agencies in charge
of business registration shall not be held responsible for violations committed by
enterprises, enterprise founders and dossier submitters when declaring
information for grant of business registration accounts and for the use of business
registration accounts.

38
 Chapter VI
DOSSIERS, ORDER AND PROCEDURES FOR REGISTRATION OF
CHANGES IN ENTERPRISE REGISTRATION CONTENTS AND
NOTIFICATION OF CHANGES IN ENTERPRISE REGISTRATION
CONTENTS
Article 47. Registration of relocation of head offices of enterprises
1. Before registering the relocation of its head office to another district or
province or centrally run city which leads to change of its managing tax office,
an enterprise shall carry out relocation-related procedures with the tax office in
accordance with the tax laws.
2. If an enterprise relocates its head office, it shall send a dossier of
registration of changes in enterprise registration contents to the business
registration division of the locality where its new head office is based. The
dossier must comprise:
a/ A notice of changes in enterprise registration contents, signed by the at-
law representative of the enterprise;
b/ The resolution or decision of the company owner, for a single-member
limited liability company; the resolution or decision and a copy of the minutes of
the meeting of the Members’ Council, for a limited liability company with two or
more members or a partnership, or of the Shareholders’ General Meeting, for a
joint stock company, on the relocation of the enterprise’s head office.
3. After receiving the enterprise registration dossier, the business
registration division shall give a receipt, check the validity of the dossier, and
grant an enterprise registration certificate to the enterprise according to
regulations.
4. The relocation of an enterprise’s head office does not affect the
enterprise’s rights and obligations.
Article 48. Registration of enterprise renaming
1. When changing its name, an enterprise shall send a dossier for
registration of changes in enterprise registration contents to the business
registration division of the locality where its head office is based. The dossier
must comprise:
a/ A notice of changes in enterprise registration contents, signed by the at-
law representative of the enterprise;

39
 b/ The resolution or decision and a copy of the minutes of the meeting of
the Members’ Council, for a limited liability company with two or more
members or a partnership, or of the Shareholders’ General Meeting, for a joint
stock company; or the resolution or decision of the company owner, for a single-
member limited liability company, on the renaming of the enterprise.
2. After receiving the enterprise registration dossier, the business
registration section shall give a receipt, check the validity of the dossier, and
grant an enterprise registration certificate to the enterprise if the new name
registered by the enterprise does not contravene regulations on naming of
enterprises.
3. The change of an enterprise’s name does not affect the enterprise’s rights
and obligations.
Article 49. Registration of change of general partners
1. In case of termination of the status of a general partner or admission of a
new general partner according to Article 185 or 186 of the Law on Enterprises, a
partnership shall send a dossier of registration of changes in enterprise
registration contents to the business registration division of the locality where its
head office is based. The dossier must comprise:
a/ A notice of changes in enterprise registration contents, signed by the at-
law representative of the enterprise;
b/ A list of partners of the partnership as specified in Article 25 of the Law
on Enterprises without declaration on limited partners;
c/ A copy of legal paper of the new general partner.
2. After receiving the enterprise registration dossier, the business
registration division shall give a receipt, check the validity of the dossier, and
grant an enterprise registration certificate to the enterprise.
Article 50. Registration of change of at-law representatives of limited
liability companies and joint stock companies
1. In case a company changes its at-law representative, it shall send a
dossier of registration of changes in enterprise registration contents to the
business registration division of the locality where its head office is based. The
dossier must comprise:
a/ A notice of change of the at-law representative;
b/ A copy of the legal paper of the new at-law representative;

40
 c/ The resolution or decision of the company owner, for a single-member
limited liability company; the resolution or decision and a copy of the minutes of
the meeting of the Members’ Council, for a limited liability company with two or
more members; a resolution and a copy of the minutes of the meeting the
Shareholders’ General Meeting, for a joint stock company, in case the change of
the at-law representative leads to changes in the company charter; or the
resolution or decision and a copy of the minutes of the meeting the Board of
Directors, for a joint stock company in case the change of the at-law
representative does not lead to changes in the company charter, except the
contents on the full name and signature of the company’s at-law representative as
specified in Article 24 of the Law on Enterprises, on the change of the at-law
representative.
2. A notice of change of the company’s at-law representative shall be
signed by one of the following persons:
a/ The chairperson of the Members’ Council or the Company President, for
a single-member limited liability company;
b/ The chairperson of the Members’ Council, for a limited liability company
with two or more members. In case the chairperson of the Members’ Council is
also the at-law representative, the notice shall be signed by the new chairperson
elected by the Members’ Council;
c/ The chairperson of the Board of Directors, for a joint stock company. In
case the chairperson of the Board of Directors is also the at-law representative,
the notice shall be signed by the new chairperson elected by the Board of
Directors;
d/ In case the chairperson of the Members’ Council or chairperson of the
Board of Directors is absent or unable to exercise his/her rights and perform
his/her obligations, the notice of change of the company’s at-law representative
shall be signed by a person authorized by the chairperson of the Members’
Council or chairperson of the Board of Directors. If no one is authorized or the
chairperson of the Members’ Council or chairperson of the Board of Directors is
dead, missing, put in temporary detention, serving an imprisonment sentence or
executing an administrative handling measure at a compulsory drug
rehabilitation facility or compulsory education institution, has absconded from
his/her place of residence, has his/her civil act capacity restricted or lost, has
difficulty in perceiving or controlling his/her acts, or is banned by the court from
holding certain positions, practicing certain professions or performing certain
jobs, the notice shall be signed by the person elected to temporarily act as the
chairperson of the Members’ Council or chairperson of the Board of Directors

41
according to Clause 4, Article 56; Clause 3, Article 80; or Clause 4, Article 156,
of the Law on Enterprises.
3. In case of registration of change of the at-law representative under Clause
6, Article 12 of the Law on Enterprises, a dossier of registration of change of the
at-law representative must comprise the papers specified in Clause 1 of this
Article, in which the resolution or decision and a copy of the minutes of the
meeting of the Members’ Council shall be replaced with a copy of the document
certifying that the company’s at-law representative is dead, missing, examined
for penal liability, put in temporary detention, serving an imprisonment sentence
or executing an administrative handling measure at a compulsory drug
rehabilitation facility or compulsory education institution, has absconded from
his/her place of residence, has his/her civil act capacity restricted or lost, has
difficulty in perceiving or controlling his/her acts, or is banned by the court from
holding certain positions, practicing certain professions or performing certain
jobs.
4. After receiving the enterprise registration dossier, the business
registration division shall give a receipt, check the validity of the dossier, and
grant an enterprise registration certificate to the enterprise.
Article 51. Registration of change of charter capital, contributed capital
amounts and capital contribution ratio
1. In case a limited liability company, joint stock company or partnership
registers change of its charter capital, it shall send a dossier for registration of
changes in enterprise registration contents to the business registration division of
the locality where its head office is based. The dossier must comprise:
a/ A notice of change in enterprise registration contents, signed by the
company’s at-law representative;
b/ The resolution or decision of the company owner, for a single-member
limited liability company; the resolution or decision and the minutes of the
meeting of the Members’ Council, for a limited liability company with two or
more members or a partnership, or of the Shareholders’ General Meeting, for a
joint stock company, on the change of the charter capital;
c/ The investment registration agency’s written approval of the capital
contribution or purchase of shares or contributed capital amounts by foreign
investors or foreign-invested economic institutions, for cases subject to
registration of capital contribution or purchase of shares or contributed capital
amounts in accordance with the Law on Investment.

42
 2. In case a limited liability company with two or more members or a
partnership registers change in the contributed capital amount or capital
contribution ratio of its members or general partners, the company shall send a
dossier for registration of changes in enterprise registration contents to the
business registration division of the locality where its head office is based. The
dossier must comprise:
a/ A notice of change in enterprise registration contents, signed by the
company’s at-law representative;
b/ A list of members of the limited liability company with two or more
members; a list of general partners of the partnership, excluding declarations on
limited partners, bearing the signatures of the members whose contributed capital
amounts change. Signatures of members whose contributed capital amounts
remain unchanged are not required;
c/ The transfer contract or papers proving the completion of the transfer in
case the contributed capital amount is transferred; the donation contract in case
the contributed capital amount is donated;
d/ The investment registration agency’s written approval of the capital
contribution or purchase of shares or contributed capital amounts by foreign
investors or foreign-invested economic organizations, for cases subject to
registration of capital contribution or purchase of shares or contributed capital
amounts in accordance with the Law on Investment.
3. In case the Shareholders’ General Meeting approves offering of shares to
increase the company’s charter capital and concurrently assigns the Board of
Directors to carry out procedures for registration of increase of the charter capital
after each sale of shares is completed, the notice specified at Point a, Clause 1 of
this Article must be enclosed with:
a/ The resolution and a copy of the minutes of the meeting of the
Shareholders’ General Meeting on the offering of shares to increase the
company’s charter capital which clearly specifies the number of shares offered
for sale and assigns the Board of Directors to carry out procedures for
registration of increase of the company’s charter capital after each sale of shares
is completed;
b/ The resolution or decision and a copy of the minutes of the meeting of
the Board of Directors, for a joint stock company, on registration of increase of
the company’s charter capital after the each sale of shares is completed.
4. In case of reduction of the charter capital, a company shall commit to
fully paying its debts and fulfilling other property obligations after reducing its

43
charter capital. In case a limited liability company with two or more members
reduces its charter capital under Point a or b, Clause 3, Article 68 of the Law on
Enterprises, a dossier for registration of reduction of the charter capital must
comprise its latest financial statement available at the time of making decision on
reduction of the company’s charter capital.
5. After receiving the enterprise registration dossier, the business
registration division shall give a receipt, check the validity of the dossier and
grant an enterprise registration certificate to the company.
Article 52. Registration of change of members of limited liability
companies with two or more members
1. In case of admission of a new member, leading to an increase in its
charter capital, a company shall send a dossier for registration of changes in
enterprise registration contents to the business registration division of the locality
where its head office is based. The dossier must comprise:
a/ A notice of change in enterprise registration contents, signed by the
company’s at-law representative;
b/ A list of members of the limited liability company with two or more
members, bearing the signatures of the new member and the members whose
contributed capital amounts change. Signatures of members whose contributed
capital amounts remain unchanged are not required;
c/ The resolution or decision and a copy of the minutes of the meeting of
the Members’ Council on admission of the new member;
d/ The written certification of the new member’s capital contribution;
dd/ A copy of the legal paper of the individual new member or a copy of the
legal paper of the institutional new member, a copy of the legal paper of the
person acting as its authorized representative and a copy of the document on
appointment of the authorized representative, for the institutional new member;
Copies of legal papers of foreign institutional members must be consularly
legalized;
e/ The investment registration agency’s written approval of the capital
contribution or purchase of shares or contributed capital amounts by foreign
investors or foreign-invested economic organizations, for cases subject to
registration of capital contribution or purchase of shares or contributed capital
amounts in accordance with the Law on Investment.
2. In case of change of a member due to transfer of a contributed capital
amount, an enterprise registration dossier must comprise:

44
 a/ A notice of changes in enterprise registration contents, signed by the
company’s at-law representative;
b/ A list of members of the limited liability company with two or more
members, bearing the signatures of the new member and the member whose
contributed capital amount changes. Signatures of members whose contributed
capital amounts remain unchanged are not required;
c/ The transfer contract or papers proving the completion of the transfer;
d/ A copy of the legal paper of the individual new member or a copy of the
legal paper of the institutional new member, a copy of the legal paper of the
person acting as its authorized representative and a copy of the document on
appointment of the authorized representative, for the institutional new member.
Copies of legal papers of foreign institutional members must be consularly
legalized;
dd/ The investment registration agency’s written approval of the capital
contribution or purchase of shares or contributed capital amounts by foreign
investors or foreign-invested economic organizations, for cases subject to
registration of capital contribution or purchase of shares or contributed capital
amounts in accordance with the Law on Investment.
3. In case of registration of change of a member due to inheritance, an
enterprise registration dossier must comprise:
a/ A notice of changes in enterprise registration contents, signed by the
company’s at-law representative;
b/ A list of members of the limited liability company with two or more
members, bearing the signatures of the new member and the member whose
contributed capital amount changes. Signatures of members whose contributed
capital amounts remained unchanged are not required;
c/ A copy of the written certification of the heir’s lawful right to
inheritance;
d/ A copy of the legal paper of the heir being an individual or a copy of the
legal paper of the heir being an organization, a copy of the legal paper of the
person acting as its authorized representative and a copy of the document on
appointment of the authorized representative, for the heir being an organization.
Copies of legal papers of foreign institutional members must be consularly
legalized.

45
 4. In case of registration of change of a member due to the member’s failure
to fulfill its/his/her capital contribution commitment under Article 47 of the Law
on Enterprises, an enterprise registration dossier must comprise:
a/ A notice of change in enterprise registration contents, signed by the
company’s at-law representative;
b/ A list of the remaining members of the company, bearing the signatures
of the member whose contributed capital amount changes. Signatures of
members whose contributed capital amounts remain unchanged are not required;
c/ The resolution or decision and a copy of the minutes of the meeting of
the Members’ Council on the change of the member who fails to fulfill its/his/her
capital contribution commitment.
5. Registration of change of members due to donation of contributed capital
amounts
a/ In case the donee falls into the case specified at Point a, Clause 6, Article
53 of the Law on Enterprises, an enterprise registration dossier must comprise
the papers specified in Clause 2 of this Article, of which the transfer contract or
papers proving the completion of the transfer shall be replaced with the contract
of donation of the contributed capital amount;
b/ In case the donee falls into the case specified at Point b, Clause 6, Article
53 of the Law on Enterprises, an enterprise registration dossier must comprise
the papers specified in Clause 1 of this Article, of which the written certification
of the capital contribution by the company’s new member shall be replaced with
the contract of donation of the contributed capital amount.
6. Registration of change of members in case a member uses its/his/her
contributed capital amount to pay debts
a/ In case of registration of change of members when a member uses
its/his/her contributed capital amount to pay a debt and the payee is approved by
the Members’ Council to become a member of the company under Point a,
Clause 7, Article 53 of the Law on Enterprises, an enterprise registration dossier
must comprise the papers specified in Clause 1 of this Article, of which the
written certification of the new member’s capital contribution shall be replaced
with the loan contract and papers proving the use of the contributed capital
amount for debt payment;
b/ In case of registration of change of members when a member uses
its/his/her contributed capital amount to pay a debt and the payee offers for sale
or transfers such contributed capital amount to another person under Point b,
Clause 7, Article 53 of the Law on Enterprises, an enterprise registration dossier

46
must comprise the papers specified in Clause 2 of this Article and be enclosed
with the loan contract and papers proving the use of the contributed capital
amount for debt payment.
7. In case of change of members under a decision on division or splitting of
a company, or merger or consolidation of companies, an enterprise registration
dossier must comprise the papers specified in Clause 1 of this Article, of which
the written certification of capital contribution by the company’s new member
shall be replaced with the resolution or decision on division or splitting of the
company, the papers specified at Points a and b, Clause 3, Article 25 of this
Decree, and the papers specified at Points a, b and c, Clause 2, Article 61 of this
Decree. The resolution or decision on division or splitting of a company, or
consolidation or merger of companies must express the transfer of the
contributed capital amounts in the company to the new member.
8. After receiving the enterprise registration dossier, the business
registration division shall give a receipt, check the validity of the dossier, and
grant an enterprise registration certificate to the enterprise.
Article 53. Registration of change of owners of single-member limited
liability companies
1. In case a company owner transfers the whole charter capital of the
company to another individual or organization, the transferee shall submit a
dossier for registration of change in enterprise registration contents to the
business registration division of the locality where the company’s head office is
based. The dossier must comprise:
a/ A notice of change of the owner of the single-member limited liability
company, signed by the former owner or its/his/her at-law representative and the
new owner or its/his/her at-law representative;
b/ A copy of the legal paper of the individual transferee or a copy of the
legal paper of the institutional transferee, a copy of the legal paper of the person
acting as its authorized representative and a copy of the document on
appointment of the authorized representative, for the institutional transferree;
Copies of legal papers of company owners being foreign organizations shall
be consularly legalized;
c/ A copy of the revised charter of the company;
d/ The contract of transfer of the contributed capital amount or papers
proving the completion of the transfer of the contributed capital amount;

47
 dd/ The investment registration agency’s written approval of the capital
contribution or purchase of shares or contributed capital amounts by foreign
investors or foreign-invested economic institutions, for cases subject to
registration of capital contribution or purchase of shares or contributed capital
amounts in accordance with the Law on Investment.
2. In case of change of the owner of a single-member limited liability
company under a competent agency’s decision on restructuring and renewal of
state enterprises, an enterprise registration dossier must be the same as that
specified in Clause 1 of this Article, in which the transfer contract or papers
proving the completion of the transfer shall be replaced with the competent
agency’s decision on change of the company owner.
3. In case of change of the owner of a single-member limited liability
company due to inheritance, the heir shall submit a dossier for registration of
changes in enterprise registration contents to the business registration division of
the locality where the company’s head office is based. The dossier must
comprise:
a/ A notice of change of the owner of the single-member limited liability
company, signed by the new owner or its/his/her at-law representative;
b/ A copy of the revised charter of the company;
c/ A copy of the legal paper of the heir being an individual or a copy of the
legal paper of the heir being an organization, a copy of the legal paper of the
person acting as its authorized representative and a copy of the document on
appointment of the authorized representative, for the heir being an organization;
Copies of legal papers of company owners being foreign organizations shall
be consularly legalized;
d/ A copy of the written certification of the heir’s lawful right to
inheritance.
4. In case of change of the owner of a single-limited liability company due
to the donation of the whole contributed capital amount, an enterprise
registration dossier must comprise the papers specified in Clause 1 of this
Article, in which the transfer contract or papers proving the completion of the
transfer shall be replaced with the contract on donation of the contributed capital
amount.
5. In case of change of the owner of a single-member limited liability
company under a decision on division or splitting of a company, or merger or
consolidation of companies, an enterprise registration dossier must comprise the
papers specified in Clause 1 of this Article, in which the contract of transfer of

48
the contributed capital amount or papers proving the completion of the transfer
of the contributed capital amount shall be replaced with the resolution or
decision on division of the company, the resolution or decision on splitting of the
company, the papers specified at Points a and b, Clause 3, Article 25 of this
Decree, and the papers specified at Points a, b and c, Clause 2, Article 61 of this
Decree. The resolution or decision on division or splitting of the company, or
merger or consolidation of companies must express the transfer of the whole
contributed capital amount in the single-member limited liability company to a
new company.
6. After receiving the enterprise registration dossier, the business
registration division shall give a receipt, check the validity of the dossier and
grant an enterprise registration certificate to the enterprise.
Article 54. Registration of change of owners of sole proprietorships in case
the sole proprietorships are sold or donated or their owners die
1. In case the owner of a sole proprietorship sells or donates the sole
proprietorship, or dies, the purchaser, donee or heir shall submit a dossier for
registration of change of the owner of the sole proprietorship to the business
registration division of the locality where the sole proprietorship’s head office is
based. The dossier must comprise:
a/ A notice of change in enterprise registration contents, signed by the
seller/donor and the purchaser/donee, in case the sole proprietorship is sold or
donated; or by the heir in case the sole proprietorship owner dies;
b/ A copy of the legal paper of the individual purchaser, donee or heir;
c/ The purchase and sale contract or papers proving the completion of the
purchase and sale, in case the sole proprietorship is sold; the donation contract,
in case the sole proprietorship is donated; or a copy of the written certification of
the heir’s lawful right to inheritance, in case of inheritance.
2. After receiving the enterprise registration dossier, the business
registration division shall give a receipt, check the validity of the dossier and
grant an enterprise registration certificate to the enterprise.
Article 55. Registration of change of investment capital of owners of sole
proprietorships
In case of increase or reduction of the registered investment capital, the
owner of a sole proprietorship shall send a notice thereof to the business
registration division of the locality where the sole proprietorship’s head office is
based. After receiving the enterprise registration dossier, the business registration

49
division shall give a receipt, check the validity of the dossier and grant an
enterprise registration certificate to the enterprise.
Article 56. Notification of change of business lines
1. In case of change of its business line, an enterprise shall send a notice
thereof to the business registration division of the locality there its head office is
based. An enterprise registration dossier must comprise:
a/ A notice of change in enterprise registration contents, signed by the
enterprise’s at-law representative;
b/ The resolution or decision and a copy of the minutes of the meeting of
the Members’ Council, for a limited liability company with two or more
members or a partnership; or of the Shareholders’ General Meeting, for a joint
stock company; the resolution or decision of the company owner, for a single-
member limited liability company, on change of business lines.
2. After receiving the enterprise registration dossier, the business
registration division shall give a receipt, check the validity of the dossier and
market access conditions for sectors and trades in which foreign investors are
subject to market access restrictions in accordance with the investment law,
update information on the enterprise’s business lines in the national business
registration database. At the request of the enterprise, the business registration
division may grant a written certification of change in enterprise registration
contents to the enterprise.
Article 57. Notification of change of information about founding
shareholders of unlisted joint stock companies
1. A founding shareholder specified in Clause 4, Article 4 of the Law on
Enterprises is a shareholder that holds at least one ordinary share and signs in the
list of founding shareholders submitted to the business registration division at the
time of establishment of the enterprise.
2. The notification of change of information about founding shareholders to
the business registration division shall only be conducted in case a founding
shareholder has not made payment or has just made partial payment for the
volume of shares it/he/she registered to purchase under Article 113 of the Law
on Enterprises. The enterprise shall notify the change of information of the
founding shareholder within 30 days from the deadline for making full payment
of the volumes of shares registered for purchase.
3. In case of change of information about founding shareholders specified in
Clause 2 of this Article, the company shall send a dossier of notification of

50
change in enterprise registration contents to the business registration division of
the locality where its head office is based. The dossier must comprise:
a/ A notice of change in enterprise registration contents, signed by the
company’s at-law representative;
b/ A list of founding shareholders, excluding information about the
founding shareholder that has not made payment for the volume of shares
it/he/she registered to purchase.
4. After receiving the enterprise registration dossier, the business
registration division shall give a receipt, check the validity of the dossier and
update information about the founding shareholders in the national business
registration database. At the request of the enterprise, the business registration
division may grant a written certification of change in enterprise registration
contents to the enterprise.
Article 58. Notification of change of foreign shareholders of unlisted joint
stock companies
1. In case of changing a foreign shareholder according to Clause 3, Article
31 of the Law on Enterprises, an unlisted joint stock company shall send a
dossier of notification of change in enterprise registration contents to the
business registration division of the locality where its head office is based. The
dossier must comprise:
a/ A notice of change in enterprise registration contents, signed by the
company’s at-law representative;
b/ A list of foreign shareholders after the change. Such list must bear the
signatures of the foreign shareholders whose share value changes. Signatures of
foreign shareholders whose share values remain unchanged are not required;
c/ The share transfer contract or papers proving the completion of the
transfer;
d/ A copy of the legal paper of the individual transferee or a copy of the
legal paper of the institutional transferee, together with a copy of the legal paper
of the person acting as its authorized representative and a copy of the document
on appointment of the authorized representative, for the institutional transferree.
Copies of legal papers of foreign institutional shareholders must be
consularly legalized;
d/ The investment registration agency’s written approval of the capital
contribution or purchase of shares or contributed capital amounts by foreign
investors or foreign-invested economic institutions, for cases subject to

51
registration of capital contribution or purchase of shares or contributed capital
amounts in accordance with the Law on Investment.
2. After receiving the enterprise registration dossier, the business
registration division shall give a receipt, check the validity of the dossier and
update information about foreign shareholders in the national business
registration database. At the request of the enterprise, the business registration
division may grant a written certification of change in enterprise registration
contents to the enterprise.
Article 59. Notification of change in tax registration contents
1. In case an enterprise changes its tax registration contents without
changing business registration contents, except cases of changing tax calculation
methods, it shall send a notice of change in enterprise registration contents
signed by its at-law representative to the business registration division of the
locality with its head office is based.
2. After receiving the notice, the business registration division shall give a
receipt, check the validity of the dossier, enter information on the national
information system on business registration and transmit information to the tax
registration information system. At the request of the enterprise, the business
registration division may grant a written certification of change in enterprise
registration contents to the enterprise.
Article 60. Notification of change in information about foreign
shareholders, notification of change in information about authorized
representatives of foreign institutional shareholders, notification of lease of sole
proprietorships, notification of change in information about authorized
representatives
1. Within 3 working days after receiving information or after occurrence of
change in information about the full name, citizenship, passport number, contact
address, volume and types of shares of a foreign individual shareholder; or name,
enterprise identification number, head office address, volume and types of shares
of a foreign institutional shareholder, and full name, citizenship, passport number
and contact address of the authorized representative of a foreign institutional
shareholder, the enterprise shall send a notice of supplementation or updating of
enterprise registration information to the business registration division of the
locality where its head office is based according to Clause 3, Article 176 of the
Law on Enterprises.
2. Within 3 working days after the enterprise lease contract becomes
effective, the sole proprietorship owner shall send a notice of the sole

52
proprietorship lease, enclosed with a notarized copy of the lease contract, to the
business registration division of the locality where the sole proprietorship’s head
office is based according to Article 191 of the Law on Enterprises.
3. Within 10 working days after occurrence of change in information about
the owner’s authorized representative or an institutional member of a limited
liability company, the company shall send a notice thereof to the business
registration division of the locality where its head office is based.
4. After receiving the enterprise registration dossier specified in Clauses 1,
2 or 3 of this Article, the business registration division shall give a receipt, check
the validity of the dossier and update information about the enterprise in the
national business registration database. At the request of the enterprise, the
business registration division may grant a written certification of change in
enterprise registration contents to the enterprise.
Article 61. Registration of changes in business registration contents of split
companies and merging companies
1. In case the splitting of a limited liability company or joint stock company
leads to a change in the split company’s charter capital or number of members or
shareholders being foreign investors corresponding to the reduction of
contributed capital amounts or shares and a reduction of the number of members
or shareholders being foreign investors, a dossier for registration of changes in
enterprise registration contents of the split company must comprise the
corresponding papers specified in this Chapter and the following papers:
a/ The resolution or decision on splitting of the company specified in
Article 199 of the Law on Enterprises;
b/ A copy of the minutes of the meeting of the Members’ Council, for a
limited liability company with two or more members, or the Shareholders’
General Meeting, for a joint stock company, on splitting of the company.
2. In case one or more than one company is merged into another company, a
dossier for registration of changes in enterprise registration contents of the
merging company must comprise the corresponding papers specified in this
Chapter and the following papers:
a/ The merger contract specified in Article 201 of the Law on Enterprises;
b/ The resolution or decision on approval of the merger contract and a copy
of the minutes of the meeting of the Members’ Council, for a limited liability
company with two or more members or a partnership, or of the Shareholders’
General Meeting, for a joint stock company, on approval of the merger contract
of the merging company;

53
 c/ The resolution or decision on approval of the merger contract and a copy
of the minutes of the meeting of the Members’ Council, for a limited liability
company with two or more members or a partnership, or of the Shareholders’
General Meeting, for a joint stock company, on approval of the merger
contract(s) of the merged company(ies), unless the merging company is a
member or shareholder holding over 65% of charter capital, for a limited liability
company or a partnership, or voting shares, for a joint stock company, of the
merged company(ies).
3. After receiving the enterprise registration dossier, the business
registration division shall give a receipt, check the validity of the dossier and
grant an enterprise registration certificate or a written certification of change in
enterprise registration contents to the enterprise.
Article 62. Registration of change in operation registration contents of
branches, representative offices and business locations
1. Before registering the relocation of a branch or representative office
which results in the change of its managing tax office, an enterprise shall carry
out procedures related to the relocation with the tax office in accordance with the
tax laws.
2. Upon the change of operation registration contents of a branch,
representative office or business location, an enterprise shall send a notice of
change in operation registration contents of the branch, representative office or
business location to the business registration division of the locality where the
branch, representative office or business location is based. In case of change of
the head of a branch or representative office, the notice shall be enclosed with by
a copy of the legal paper of such person.
When receiving the notice, the business registration division shall give a
receipt, check the validity of the dossier, change the operation registration
information of the branch, representative office or business location on the
national business registration database, and grant a branch or representative
office operation registration certificate or a business location registration
certificate within 3 working days after receiving a valid dossier. At the request of
the enterprise, the business registration division shall grant a written certification
of change in operation registration contents of branches, representative offices or
business locations.
3. In case of relocating a branch, representative office or business location
to a province or centrally run city other than the locality where the branch,
representative office or business location has been registered, the enterprise shall
send a notice of change in operation registration contents of the branch,

54
representative office or business location to the business registration division of
the locality where the branch, representative office or business location moves
to.
When receiving the notice, the business registration division of the locality
where the branch, representative office or business location moves to shall give a
receipt, check the validity of the dossier, and grant a branch or representative
office operation registration certificate or a business location registration
certificate to the enterprise.
4. After a wholly state-owned enterprise which is transformed into a limited
liability company or joint stock company is granted an enterprise registration
certificate, its branches, representative offices and business locations shall
register changes in operation registration contents under this Article.
5. After a limited liability company is transformed into a joint stock
company and vice versa, or a private enterprise is transformed into a limited
liability company, joint stock company or partnership, its branches,
representative offices and business locations shall register changes in operation
registration contents under this Article.
Article 63. Updating and addition of information in enterprise registration
dossiers
1. Upon the registration and notification of change in enterprise registration
contents, an enterprise shall add information on its telephone number to the
dossier. In case an enterprise fails to add information on its telephone number,
the enterprise registration dossier or notice of change in enterprise registration
contents shall be considered invalid.
2. Enterprises are obliged to update and add information in enterprise
registration certificates and enterprise registration dossiers according to Clause 3,
Article 8 of the Law on Enterprises, specifically as follows:
a/ In case the enterprise’s updating or addition of information in its
enterprise registration dossier results in the change in the contents of its
enterprise registration certificate but does not fall into cases of registration of
change in enterprise registration contents specified in Articles 47 thru 55 of this
Decree, the enterprise shall send a notice to the business registration division of
the locality where its head office is based to request the latter to update or add
enterprise registration information. The business registration division shall
receive and check the validity of the notice and grant an enterprise registration
certificate to the enterprise;

55
 b/ In case the enterprise’s updating or addition of information in its
enterprise registration dossier neither leads to change in the contents of the
enterprise registration certificate nor fall into cases subject to notification of
change in enterprise registration contents specified in Articles 56 thru 60 of this
Decree, the enterprise shall send a notice to the business registration division of
the locality where its head office is based to request the latter to update or add
enterprise registration information. The business registration division shall add
information to the enterprise’s dossier and update information in the national
business registration database.
3. Enterprises are not required to pay enterprise registration charges or fees
for updating or adding information on their telephone and facsimile numbers,
emails, websites and addresses due to changes in administrative boundaries and
in the case specified at Point b, Clause 2 of this Article.
Article 64. Enterprise registration dossiers in case enterprises approve
decisions by soliciting written opinions
In case the Members’ Council of a limited liability company or the
Shareholders’ General Meeting or the Board of Directors of a joint stock
company approves a resolution or decision by soliciting written opinions under
the Law on Enterprises, the copy of the minute of the meeting in the enterprise
registration dossiers specified in this Decree shall be replaced with a copy of the
report on vote-counting results of the Members’ Council, for a limited liability
company, or the minutes of counting of votes of the Shareholders’ General
Meeting or the Board of Directors, for a joint stock company.
Article 65. Cases in which enterprises are not allowed to register or notify
changes in enterprise registration contents
1. An enterprise may neither register nor notify changes in its enterprise
registration contents in the following cases:
a/ The business registration division has issued a notice that the enterprise’s
violation is subject to revocation of the enterprise registration certificate, or has
issued a decision to revoke the enterprise registration certificate;
b/ The enterprise is undergoing dissolution under a decision on enterprise
dissolution;
c/ At the request of a court or judgment enforcement agency or an
investigation body, the head or a deputy head of an investigation body, or an
investigator under the Criminal Procedure Code;
d/ Being in the legal status of “No longer operating at registered address”.

56
 2. An enterprise may register or notify changes in its enterprise registration
contents in the following cases:
a/ It has taken remedial measures as requested in the notice of the
enterprise’s violation subject to the revocation of the enterprise registration
certificate and such measures are accepted by the business registration division;
b/ It must register changes in its enterprise registration contents to serve its
dissolution process and complete the dissolution dossier according to regulations.
In this case, the dossier for registration of change shall be enclosed with the
enterprise’s written explanation about the reason for registration of the change;
c/ The requester specified in Point c, Clause 1 of this Article make a written
approval of the grant of permission for registration of changes in enterprise
registration contents;
d/ The enterprise’s legal status has changed from “No longer operating at
registered address” to “In operation”.

Chapter VII
DOSSIERS, ORDER AND PROCEDURES FOR REGISTRATION OF
SUPENSION OF BUSINESS OPERATIONS, RE-GRANT OF ENTERPRISE
REGISTRATION CERTIFICATES, ENTERPRISE DISSOLUTION, AND
REVOCATION OF ENTERPRISE REGISTRATION CERTIFICATES
Article 66. Registration of suspension of business operations and
resumption of business operations ahead of notified schedule of enterprises,
branches, representative offices and business locations
1. In case an enterprise or a branch, representative office or business
location of an enterprise suspends business operations or resumes business
operations ahead of the notified schedule, the enterprise shall send a notice
thereof to the business registration division of the locality where the enterprise or
its branch, representative office or business location is based at least 3 working
days before the date of suspension of business operations or resumption of
business operations ahead of the notified schedule. Past the notified period, if the
enterprise or its branch, representative office or business location still wishes to
suspend business operations, the enterprise shall send another notice thereof to
the business registration division at least 3 working days before the date of
continued suspension of business operations. The period of suspension of
business operations for each time of notification must not exceed 1 year.

57
 2. In case an enterprise suspends business operations, the notice thereof
must be enclosed with the resolution or decision or a copy of the minutes of the
meeting of the Members’ Council, for a limited liability company with two or
more members or a partnership, or of the Board of Directors, for a joint stock
company; the resolution or decision of the company owner, for a single-member
limited liability company, on suspension of business operations.
3. Within 3 working days after receiving a valid enterprise registration
dossier, the business registration division shall give a receipt, check the validity
of the dossier and grant a written certification of registration of suspension of
business operations of the enterprise or branch, representative office or business
location or a written certification of registration of resumption of business
operations of ahead of the notified schedule by the enterprise or branch,
representative office or business location.
4. In case an enterprise registers suspension of business operations, the
business registration division shall update the legal status of the enterprise as
well as its branches, representative offices or business locations in the national
business registration database to “Suspension from business operations”.
5. An enterprise may register resumption of business operations ahead of
the notified schedule and concurrently register resumption of business operations
of a branch, representative office or business location ahead of the notified
schedule. The business registration division shall update the legal status of the
enterprise together with that of the concerned branch, representative office or
business location in the national business registration database.
Article 67. Suspension of business operations, termination of operation and
termination of business operations at the request of competent state agencies
1. In case the business registration division receives a document from a
competent state agency stating that an enterprise operates in sectors or trades
subject to conditional business investment or sectors and trades in which foreign
investors are subject to conditional market access but fails to fully satisfies the
law-prescribed conditions, the business registration division shall issue a notice
to request the enterprise to suspend or terminate business operations in the
sectors or trades subject to conditional business investment or the sectors and
trades in which foreign investors are subject to conditional market access. In case
the enterprise fails to comply with the business registration division’s request,
the business registration division shall request the enterprise to report according
to Point c, Clause 1, Article 216 of the Law on Enterprises.
2. Within 3 working days after the business registration division receives a
document from a competent state agency stating that the enterprise is requested

58
by the competent state agency to suspend business operations, terminate
operation or terminate business operations or that the enterprise has completed a
penalty or judicial measure under a specialized law, the business registration
division shall update information in the national business registration database
and publish such information on the National Business Registration Portal.
Article 68. Re-grant of enterprise registration certificates and written
certifications of change in enterprise registration contents
1. An enterprise that wishes to have its enterprise registration certificate, a
written certification of change in enterprise registration contents, a branch or
representative office operation registration certificate or a written certification of
change in operation registration contents of a branch or representative office re-
granted because such certificate or written certification is lost, burnt, torn or
otherwise destroyed shall send a request for re-grant of such certificate/written
certification to the business registration division of the locality where its head
office is based. The business registration division shall consider re-granting such
certificate/written certification within 3 working days after receiving the request.
2. In case an enterprise wishes to have a business location registration
certificate or a written certification of change in business location registration
contents re-granted because such certificate/written certification is lost, burnt,
torn or otherwise destroyed, the enterprise or the branch managing the concerned
business location shall send a request for re-grant of such certificate/written
certification to the business registration division of the locality where the
business location is based. The business registration division shall consider re-
granting such certificate/written certification within 3 working days after
receiving the request.
Article 69. Handling of case of granting enterprise registration certificates
not according to law-specified dossiers, order and procedures or untruthful or
inaccurate information declared in enterprise registration dossiers
1. Case of granting an enterprise registration not according to law-specified
dossier, order and procedures
a/ In case an enterprise registration certificate is granted not according to
law-specified order and procedures, the business registration division shall notify
such to the enterprise and re-grant the enterprise registration certificate according
to law-specified order and procedures;
b/ In case the dossier for grant of an enterprise establishment registration
certficate is improper, the business registration division shall notify the
enterprise that such certificate is invalid, and request the enterprise to complete

59
and submit a valid dossier within 30 days from the date of sending the notice in
order to have the enterprise registration certificate granted. Lawful changes
stated in registrations and notices of changes that are made after the above-
mentioned registration may be included in a dossier for grant of a single
registration for such changes;
c/ In case the dossier for grant of a registration of changes in enterprise
registration contents and other registrations or notices is improper, the business
registration division shall notify that enterprise registration contents accepted in
contravention of regulations are invalid, and grant an enterprise registration
certificate or certification of change in enterprise registration contents or other
registrations or notices according to the latest valid dossier. The business
registration division shall send a notice to request the enterprise to complete and
submit a valid dossier within 30 days from the date of sending the notice in order
to have the enterprise registration certificate or certification of change in
enterprise registration contents or other registrations or notices granted. Lawful
changes stated in registrations and notices of changes that are made after the
above-mentioned registration may be included in a dossier for grant of a single
registration for such changes.
2. In case information declared in an enterprise registration dossier is
untruthful or inaccurate
a/ In case information declared in an enterprise establishment registration
dossier is untruthful or inaccurate, the business registration division shall notify
such to a competent state agency for handling in accordance with law, notify that
the enterprise registration certificate granted according to such dossier is invalid,
and request the enterprise to complete the dossier and submit it within 30 days
from the date of sending the notice in order to have the enterprise registration
certificate or certification of changes in enterprise registration contents granted.
Lawful changes stated in registrations and notices of changes that are made after
the above-mentioned registration may be included in a dossier for grant of a
single registration for such changes.
In case the enterprise fails to complete the dossier and submit it under
regulations, the business registration division shall request the enterprise to
report under Point c, Clause 1, Article 216 of the Law on Enterprises;
b/ In case information declared in a dossier of registration of change in
enterprise registration contents is untruthful or inaccurate, the business
registration division shall notify such to a competent state agency for handling in
accordance with law, notify that the granted enterprise registration certificate or
certification of change in enterprise registration contents is invalid, and grant an

60
enterprise registration certificate or certification of change in enterprise
registration contents according to the latest valid dossier.
The business registration division shall send a notice to request the
enterprise to complete the dossier and submit it within 30 days from the date of
sending the notice for grant of the enterprise registration certificate or
certification of change in enterprise registration contents or other registrations or
notices. Lawful changes stated in registrations and notices of changes that are
made after the above-mentioned registration may be included in a dossier for
grant of a single registration for such changes.
3. The handling of case of granting a branch or representative office
operation registration certificate, a business location registration certificate or a
certification of change in operation registration contents of a branch,
representative office or business location according to improper dossiers, order
and procedures or based on untruthful or inaccurate information declared in the
registration dossier must comply with Clause 1 or 2 of this Article.
Article 70. Registration of enterprise dissolution in cases specified at Points
a, b and c, Clause 1, Article 207 of the Law on Enterprises
The registration of dissolution of an enterprise specified at Points a, b and c,
Clause 1, Article 207 of the Law on Enterprises shall be carried out according to
the following order and procedures:
1. Within 7 working days after adopting a resolution or decision on
dissolution under Clause 1, Article 208 of the Law on Enterprises, an enterprise
shall send a notice of its dissolution to the business registration division in the
locality where it is headquartered. The notice shall be enclosed with the
following documents:
a/ The resolution or decision and minutes of the meeting of the Members’
Council, for limited liability companies with two or more members and
partnerships; of the Shareholders’ General Meeting, for joint stock companies; or
of the company owner, for single-member limited liability companies, on
enterprise dissolution;
b/ The debt settlement plan (if any).
2. Within 1 working day after receiving a notice of enterprise dissolution,
the business registration division shall post the documents specified in Clause 1
of this Article and notify the enterprise’s status of currently carrying out
dissolution procedures on the National Business Registration Portal, change the
enterprise’s legal status in the national business registration database to status of
currently carrying out dissolution procedures and, send enterprise dissolution

61
information to the tax office. The enterprise shall carry out procedures for
fulfilling its tax obligations with the tax office in accordance with the Law on
Tax Administration.
3. Within 5 working days after fully paying its debts, an enterprise shall
send a dissolution registration dossier to the business registration division in the
locality where it is headquartered. An enterprise dissolution registration dossier
must comprise the documents specified in Clause 1, Article 210 of the Law on
Enterprises.
4. Before submitting an enterprise dissolution registration dossier, an
enterprise shall carry out procedures for termination of operation of its branches,
representative offices and business locations at business registration divisions of
localities where its branches, representative offices and business locations are
located.
5. After receiving an enterprise dissolution registration dossier, the business
registration division shall send enterprise dissolution registration information to
the tax office. Within 2 working days after receiving such information, the tax
office shall send its opinion on the enterprise’s fulfillment of tax obligations to
the business registration division. Within 5 working days after receiving an
enterprise dissolution registration dossier, if the tax office has no objection, the
business registration division shall change the enterprise’s legal status in the
national business registration database to “dissolved” status and issue a notice of
enterprise dissolution.
6. Past 180 days from the date of receipt of the notice enclosed with
resolution or decision on dissolution, if receiving no enterprise dissolution
registration dossier from the enterprise and no written objection from the
stakeholders, the business registration division shall change the enterprise’s legal
status in the national business registration database to “dissolved” status, send
enterprise dissolution information to the tax office, and issue a notice of
enterprise dissolution within 3 working days from the above-mentioned deadline.
7. Within 180 days from the date of receipt of the notice enclosed with the
dissolution resolution or decision specified in Article 208 of the Law on
Enterprises and the business registration division has not yet changed the
enterprise’s legal status in the national business registration database to
“dissolved” status, if the enterprise fails to continue to carry out the dissolution,
it shall send a notice of cancellation of the dissolution resolution or decision to
the business registration division in the locality where it is headquartered. The
notice shall be accompanied by the resolution or decision on cancellation of the
dissolution resolution or decision of the company owner, for a single-member

62
limited liability company, the Members’ Council, for a limited liability company
with two or more members or a partnership, or the Shareholders’ General
Meeting, for a joint stock company. Within 3 working days after receiving the
notice of cancellation of the dissolution resolution or decision, the business
registration division shall post the notice and the resolution or decision on
cancellation of the dissolution resolution or decision on the National Business
Registration Portal, restore the enterprise’s legal status in the national
information system on business registration, and send information about
cancellation of the dissolution resolution or decision to the tax office.
8. If an enterprise is using a seal issued by the public security office, it shall
return the seal and the certificate of seal specimen registration to the public
security office when carrying out the dissolution procedures under regulations.
Article 71. Registration of enterprise dissolution in case enterprise
registration certificates are revoked or under court rulings
1. Within 1 working day after issuing a decision on revocation of an
enterprise registration certificate or receiving a legally effective court ruling, the
business registration division shall post such decision or ruling and notify the
enterprise’s status of currently carrying out dissolution procedures in the
National Business Registration Portal, change the enterprise’s legal status in the
national business registration database to status of currently carrying out
dissolution procedures, and send enterprise dissolution information to the tax
office, unless the enterprise has its enterprise registration certificate revoked for
enforcement at the request of a tax office.
2. Within 5 working days after an enterprise’s debts are fully paid, the at-
law representative of the enterprise shall send an enterprise dissolution
registration dossier to the business registration division of the locality where it is
headquartered. The dossier, order and procedures for enterprise dissolution
registration must comply with Clauses 3, 4 and 5, Article 70 of this Decree.
3. Past 180 days from the date of receipt of a notice of an enterprise’s status
of currently carrying out dissolution procedures on the National Business
Registration Portal, if receiving no enterprise dissolution registration dossier and
no written objection from the stakeholders, the business registration division
shall change the enterprise’s legal status in the national business registration
database to “dissolved” status, send enterprise dissolution information to the tax
office, and issue a notice of enterprise dissolution within 3 working days from
the above-mentioned deadline.
Article 72. Termination of operation of branches, representative offices and
business locations

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 1. Before notifying the termination of operation of a branch, representative
office or business location, an enterprise and its branch or representative office
shall register with a tax office for fulfilling its tax obligation in accordance with
the tax laws.
2. Within 10 days after deciding on termination of operation of its branch,
representative office or business location, an enterprise shall send a notice of
termination of operation of its branch, representative office or business location
to the business registration division of the locality where its branch,
representative office or business location is located. In case of terminating
operation of a branch or representative office, such a notice shall be
accompanied by a resolution or decision and or a copy of minutes of the meeting
on termination of operation of the branch or representative office of the
Members’ Council, for a limited liability company with two or more members or
a partnership, or the Board of Directors, for a joint stock company; resolution or
decision on termination of operation of the branch or representative office of the
company owner, for a single-member limited liability company.
3. After receiving a dossier of operation termination of a branch,
representative office or business location, the business registration division shall
send information on termination of the branch, representative office or business
location to a tax office. Within 2 working days after receiving information from
the business registration division, the tax office shall send its opinion on
fulfillment of tax obligations by the branch, representative office or business
location to the business registration division. Within 5 working days after
receiving the dossier of operation termination of the branch, representative office
or business location, if the tax office has no objection, the business registration
division shall terminate operation of such branch, representative office or
business location in the national business registration database, and issue a notice
of termination of operation of the branch, representative office or location
business.
4. Termination of operation of an overseas branch or representative office
of an enterprise must comply with regulations of the host country. Within 30
days after officially terminating operation of its overseas branch or representative
office, an enterprise shall send a notice of termination of operation of its overseas
branch or representative office to the business registration division of the locality
where it is headquartered. The business registration division shall update
information about such enterprise in the national business registration database
within 3 working days after receiving the notice.

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 Article 73. Termination of existence of divided companies, consolidated
companies, merged companies
1. After a dividing company, consolidating company or merging company
is granted an enterprise registration certificate, the divided company,
consolidated company or merged company shall be changed to the legal status of
“divided” or “consolidated” or “merged”. The business registration division of
the locality where the divided company, consolidated company or merged
company is headquartered shall send such information to the tax office. The tax
office shall send information about complete finalization and transfer of tax
obligations by the enterprise to the business registration division.
2. Within 1 working day after receiving information about complete
finalization and transfer of tax obligations by the divided company, consolidated
company or merged company from the tax office, the business registration
division of the locality where the divided company, consolidated company or
merged company is headquartered shall change the legal status of such company
in the national business registration database to the status of “existence
terminated” according to the process on the national information system on
business registration.
3. The business registration division shall terminate the existence of
branches, representative offices and business locations of a divided company,
consolidated company or merged company before terminating the existence of
such company in the national business registration database according to the
process on the national information system on business registration.
4. After an enterprise merger, if enterprise registration contents of the
merging company have not been changed, within 10 working days after
completing the enterprise merger, the merging company shall send a notice to the
business registration division of the locality where it is headquartered in order to
terminate the existence of the merged company. Such a notice shall be
accompanied by the papers specified at Points a and b, Clause 2, Article 61 of
this Decree.
5. In case the head office of a divided company, consolidated company or
merged company is located outside the province or centrally run city where the
head office of the dividing company, consolidating company or merging
company is located, the business registration division of the latter locality shall
send information to the business registration division of the former locality to
terminate the existence of them in the national business registration database
according to the process on the national information system on business
registration.

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 Article 74. Determination of forged contents declared in enterprise
registration dossiers
1. In case there are grounds to believe that contents declared in an enterprise
registration dossier are forged, an organization or individual may request the
business registration division to revoke the enterprise registration certificate and
shall provide one of the documents specified in Clause 2 of this Article to the
business registration division.
2. Documents for determining that contents declared in an enterprise
registration dossier are forged include:
a/ A copy of a competent state agency’s written reply that the document
under its issuance competence is forged;
b/ A copy of the public security office’s written reply regarding forged
contents declared in the enterprise registration dossier.
3. In case it is necessary to determine that contents declared in an enterprise
registration dossier are forged to serve as a basis for revoking the enterprise
registration certificate specified at Point a, Clause 1, Article 212 of the Law on
Enterprises, the business registration division shall send documents enclosed
with the enterprise registration dossier to the agencies specified at Points a and b,
Clause 2 of this Article. These agencies shall send written replies of
determination results at the request of the business registration division within 30
days after receiving the request. Based on conclusions of these agencies, the
business registration division shall revoke the enterprise registration certificate
according to the order and procedures specified in Clause 1, Article 75 of this
Decree if contents declared in the enterprise registration dossier are forged.
Article 75. Order and procedures for revocation of enterprise registration
certificates
1. In case contents declared in an enterprise registration dossier are forged
a/ In case contents declared in the registration dossier for establishment of a
new enterprise are forged, the business registration division shall issue a notice
of violation and issue a decision to revoke the enterprise registration certificate;
b/ In case the dossier of registration of change in enterprise registration
contents or notice of change in enterprise registration contents is forged, the
business registration division shall issue a notice of violation and issue a decision
to cancel change in enterprise registration contents that have been made based on
forged information, and grant an enterprise registration certificate or a
certification of change in enterprise registration contents according to the latest
valid dossier. The business registration division shall request the enterprise to

66
make a new dossier for grant of the enterprise registration certificate or
certification of change in enterprise registration contents. Lawful changes stated
in registrations and notices of changes that are made after the above-mentioned
registration may be included in a dossier for grant of a single registration
for such changes.
c/ The business registration division shall notify the act of declaring forged
contents in the enterprise registration dossier to a competent state agency for
consideration and handling in accordance with law.
2. In case a registered enterprise is founded by an individual or organization
banned from establishing enterprises under Clause 2, Article 17 of the Law on
Enterprises
a/ If the enterprise is a sole proprietorship or single-member limited liability
company of an individual owner: The business registration division with which
the enterprise has made registration shall issue a notice of violation and issue a
decision to revoke the enterprise registration certificate;
b/ If the enterprise is a limited liability company with two or more
members, single-member limited liability company of an institutional owner,
joint stock company or partnership: The business registration division with
which the enterprise has made registration shall send a notice to request the
enterprise to replace the member or shareholder banned from establishing
enterprises within 30 days from the date of sending the notice. If the enterprise
fails to replace such member or shareholder within this time limit, the business
registration division shall issue a notice of violation and issue a decision to
revoke the enterprise registration certificate.
3. In case an enterprise has ceased its business operations for 1 year without
notifying such cessation to a business registration agency and a tax office, the
business registration division shall issue a notice of violation and request the at-
law representative of the enterprise to give explanations at the business
registration division. After 10 working days from the date of appointment stated
in the notice, if such at-law representative fails to come to give explanations or
his/her explanations are not accepted, the business registration division shall
issue a decision to revoke the enterprise registration certificate.
4. In case an enterprise fails to send reports under Point c, Clause 1, Article
216 of the Law on Enterprises, within 10 working days from the deadline
specified at Point d, Clause 1, Article 212 of the Law on Enterprises, the
business registration division shall issue a notice of violation and request the at-
law representative of the enterprise to give explanations at the business
registration division. After 10 working days from the date of appointment stated

67
in the notice, if such at-law representative fails to come to give explanations or
his/her explanations are not accepted, the business registration division shall
issue a decision to revoke the enterprise registration certificate.
5. In case a court rules to revoke an enterprise registration certificate, the
business registration division shall issue a decision to revoke the enterprise
registration certificate based on the court ruling within 3 working days after
receiving such ruling.
6. After receiving a written request of a competent state agency to revoke an
enterprise registration certificate in accordance with law, the business
registration division shall revoke the enterprise registration certificate according
to the order and procedures specified in Clause 3 of this Article.
7. The business registration division shall coordinate with related state
management agencies in examining the explanations specified in Clauses 3 and 4
of this Article.
8. After receiving a decision on revocation of its enterprise registration
certificate, an enterprise shall carry out dissolution procedures specified in
Article 209 of the Law on Enterprises, unless its enterprise registration certificate
is revoked for implementing enforcement measures at the request of a tax office.
9. Information about the revocation of an enterprise registration certificate
shall be entered into the national information system on business registration and
sent to a tax office within 1 working day after the decision on revocation of the
enterprise registration certificate is issued.
10. Within 2 working days after issuing a notice of the enterprise’s violation
subject to revocation of enterprise registration certificate or issuing a decision on
revocation of enterprise registration certificate, the business registration division
shall send such notice or decision to the head office of the enterprise and post
information thereon on the National Business Registration Portal.
11. An enterprise operating under its investment license or investment
certificate (cum business registration certificate) or another paper of equivalent
legal validity may have its business registration contents revoked in the cases
specified in Clause 1, Article 212 of the Law on Enterprises. The order and
procedures for revocation shall be carried out under Clauses 1 thru 6 of this
Article. The business registration division shall issue a decision to revoke
business registration contents without revoking the investment license or
investment certificate (cum business registration certificate) or another paper of
equivalent legal validity. The modification of investment projects’ contents in
such investment license or investment certificate (cum business registration

68
certificate) or another paper of equivalent legal validity must comply with the
law on investment.
The business registration division shall send the revocation decision to the
investment registration agency for coordination in state management of the
concerned enterprise.
Article 76. Restoration of legal status of enterprises after their enterprise
registration certificates are revoked
1. The business registration division shall issue a decision to cancel a
decision on revocation of an enterprise registration certificate and restore legal
status of the concerned enterprise on the national information system on business
registration in the following cases:
a/ It determines that the enterprise is not subject to revocation of enterprise
registration certificate;
b/ It receives a written request of a tax office for restoration of legal status
of the enterprise after its enterprise registration certificate is revoked due to
enforcement of tax debts in case its legal status in the national business
registration database has not yet been changed to “dissolved” status.
2. The business registration division shall be responsible for deciding to
cancel decisions on revocation of enterprise registration certificates and
restoration of legal status of enterprises in the national business registration
database.
3. Within 1 working day after issuing a decision to cancel a decision on
revocation of an enterprise registration certificate, the business registration
division shall send such decision to the head office of the enterprise, and send
information about the cancellation of the decision on revocation of the enterprise
registration certificate and restoration of the enterprise’s legal status to the tax
office, and post such decision on the National Business Registration Portal.
Article 77. Revocation of operation registration certificates of branches and
representative offices
1. A branch or representative office may have its operation registration
certificate revoked in the following cases:
a/ Contents declared in its operation registration dossier are forged;
b/ It has ceased its operation for 1 year without notifying such cessation to
the business registration division and the tax office;

69
 c/ It has its operation registration certificate revoked under a court ruling or
at the request of a competent agency in accordance with law.
2. In case contents declared in a registration dossier for establishment of a
new branch or representative office are forged, the business registration division
shall issue a notice of violation of the enterprise and issue a decision to revoke
the operation registration certificate of the branch or representative office.
In case the dossier of registration for change in operation registration
contents of a branch or representative office is forged, the business registration
division shall issue a notice of violation of the enterprise and issue a decision to
cancel change in operation registration contents of the branch or representative
office that have been registered based on forged information, and grant an
operation registration certificate for the branch or representative office or a
certification of change in operation registration contents of the branch or
representative office according to the latest valid dossier, and concurrently notify
such to a competent agency for consideration and handling under regulations.
The business registration division shall request the enterprise to make a new
dossier for grant of an operation registration certificate for the branch or
representative office or a certification of change in operation registration
contents of the branch or representative office. Lawful changes stated in
registrations and notices of changes that are made after the above-mentioned
registration may be included in a dossier for grant of a single registration for
such changes.
3. In case a branch or representative office has ceased its operation for 1
year without notifying such cessation, the business registration division shall
issue a notice of violation and request the at-law representative of the enterprise
to give explanations at the business registration division. After 10 working days
from the date of appointment stated in the notice, if such at-law representive fails
to come to give explanations or his/her explanations are not accepted, the
business registration division shall issue a decision to revoke the operation
registration certificate of the branch or representative office.
4. In case a court rules to revoke the operation registration certificate of a
branch or representative office, the business registration division shall issue a
decision to revoke the operation registration certificate of the branch or
representative office based on the court ruling.
5. Within 10 working days after receiving a written request of a competent
state agency to revoke the operation registration certificate of a branch or
representative office in accordance with law, the business registration division

70
shall revoke the operation registration certificate of the branch or representative
office according to the order and procedures specified in Clause 3 of this Article.
6. For a branch or representative office operating under its investment
license or investment certificate (cum business registration certificate) or another
paper of equivalent legal validity, its operation registration certificate granted by
an investment registration agency may have operation registration contents
revoked in the cases specified in Clause 1 of this Article. The order and
procedures for revocation shall be carried out under Clauses 2 thru 5 of this
Article. The business registration division shall issue a decision to revoke
business registration contents without revoking the investment license or
investment certificate (cum business registration certificate) or another paper of
equivalent legal validity or operation registration certificate of the branch or
representative office granted by the investment registration agency. The
modification of contents of investment projects in such investment license or
investment certificate (cum business registration certificate) or another paper of
equivalent legal validity must comply with the law on investment.
The business registration division shall send the revocation decision to the
investment registration agency for coordination in state management.
7. Within 2 working days after issuing a notice of violation of the branch or
representative office subject to revocation of branch or representative office
operation registration certificate or issuing a decision on revocation of branch or
representative office operation registration certificate, the business registration
division shall send such notice or decision to the head office of the enterprise and
post information thereon on the National Business Registration Portal.
8. Information on revocation of a branch or representative office operation
registration certificate shall be entered into the national information system on
business registration and sent to a tax office within 1 working day after issuing
the revocation decision.
9. The business registration division shall issue a decision to cancel a
revocation decision and restore the operation registration certificate of a branch
or representative office in the following cases:
a/ It determines that the branch or representative office is not subject to
revocation of branch or representative operation registration certificate;
b/ It receives a written request of a tax office for cancellation of the
revocation decision and restoration of the branch or representative office
operation registration certificate after such certificate is revoked due to
enforcement of tax debts.

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 The business registration division shall be responsible for deciding to cancel
the revocation decision and restore the branch or representative office operation
registration certificate. Within 1 working day after issuing the decision to cancel
the revocation decision and restore the branch or representative office operation
registration certificate, the business registration division shall send such decision
to the head office of the enterprise, post the decision on the National Business
Registration Portal, and send information on cancellation of such decision to the
tax office.
10. An enterprise shall carry out procedures for terminating operation of its
branch or representative office within 15 days after a decision on revocation of
the branch or representative office operation registration certificate is issued,
unless such certificate is revoked due to enforcement of tax debts.
Article 78. Process of posting a court ruling on the opening of bankruptcy
procedures or on enterprise bankruptcy declaration
1. Within 3 working days after receiving a court ruling on the opening of
bankruptcy procedures, the concerned business registration division shall post
the ruling on the National Business Registration Portal, and change the
enterprise’s legal status in the national business registration database to
“currently undergoing bankruptcy procedures”.
2. Within 3 working days after receiving a court ruling on enterprise
bankruptcy declaration, the concerned business registration division shall post
the ruling on the National Business Registration Portal and change the
enterprise’s legal status in the national business registration database to “having
been bankrupt”.

Chapter VIIII
BUSINESS HOUSEHOLDS AND REGISTRATION OF BUSINESS
HOUSEHOLDS
Article 79. Business households
1. A business household shall be registered for establishment by an
individual or household members who shall take responsibility for the
household’s business operations with all of his/her/their property. In case of
business household registration by household members, one of them shall be
authorized to act as a representative of the business household. The individual
making business household registration or person authorized by the household
members to act as a representative of the business household will be the owner of
the business household.

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 2. Households engaged in agriculture, forestry, aquaculture or salt
production, peddlers, petty food sellers, shipment-based traders, itinerant and
seasonal business people, and service providers earning low incomes are not
required to make business household registration, unless they are engaged in
sectors or trades subject to conditional business investment. Provincial-level
People’s Committees shall prescribe low income levels to be applied in their
localities.
Article 80. The right to establish business households and obligation to
make business households registration
1. Individuals or household members who are Vietnamese citizens and have
full civil act capacity under the Civil Code have the right to establish business
households in accordance with this Chapter, except:
a/ Minors, persons with limited civil act capacity; persons who have lost
civil act capacity; persons with difficulty in perceiving and controlling their acts;
b/ Persons being examined for penal liability, being held in temporary
detention, serving imprisonment sentences or executing administrative handling
measures at compulsory drug rehabilitation centers or compulsory education
institutions or being prohibited by the court from holding certain positions or
practicing certain professions or performing certain jobs;
c/ Other cases specified in related laws.
2. Each individual or household member specified in Clause 1 of this
Article may register only one business household nationwide and has the right to
contribute capital to, and purchase shares or contributed capital amounts of
enterprises in his/her own capacity.
3. An individual or a household member making business household
registration may not concurrently act as the owner of a sole proprietorship, or
general partner of a partnership, unless otherwise agreed by the other general
partners.
Article 81. Rights and obligations of owners of business households and
household members participating in business household registration
1. The owner of a business household shall perform tax obligations,
financial obligations and business activities of the business household in
accordance with law.
2. The owner of a business household shall represent the business
household in his/her capacity as a person requesting resolution of a civil matter,
plaintiff, defendant, or person with related interests and obligations before

73
arbitration or court, and exercise other rights and perform other obligations as
prescribed by law.
3. The owner of a business household may hire someone else to manage and
run business operations of the business household. In this case, the owner of the
business household or household members participating in business household
registration remain responsible for all debts and other property obligations
arising from business operations.
4. The owner of a business household or household members participating
in business household registration shall take responsibility for business
operations of the business household.
5. Other rights and obligations as prescribed by law.
Article 82. Business household registration certificates
1. Business household registration certificates shall be granted to business
households established and operating under this Decree. A business household
will be granted a business household registration certificate if fully satisfying the
following conditions:
a/ Its registered business line(s) is(are) not banned from business
investment;
b/ It is named in accordance with Article 88 of this Decree:
c/ It files a valid dossier of business household registration;
d/ It has fully paid the business household registration fee.
2. A business household registration certificate shall be granted based on
information in the business household registration dossier, which is declared by
the business household founder who shall take responsibility for such
information.
3. Information in a business household registration certificate becomes
legally effective from the date of grant of the certificate from which the business
household is entitled to do business, unless it is engaged in sectors or trades
subject to conditional business investment. In case a business household registers
the business commencement date after the date it is granted its business
household registration certificate, it may do business from the date of
registration, unless it is engaged in sectors or trades subject to conditional
business investment.

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 4. A business household may receive its business household registration
certificate directly at the district-level business registration agency or pay a
charge to receive it by post.
5. A business household may request the district-level business registration
agency to provide copies of business household registration certificate and pay a
charge in accordance with law.
Article 83. Business household registration codes
1. District-level business registration agencies shall write business
household registration codes in business household registration certificates
according to the following structure:
a/ Provincial-level code: 2 numeric characters;
b/ District-level code: 1 character in Vietnamese letter;
c/ Type code: 1 character, 8 = business household;
d/ Ordinal number of business household: 6 numeric characters, from
000001 to 999999.
2. Urban districts, rural districts, towns and provincial cities established
after the effective date of this Decree may insert additional codes in the order of
the Vietnamese alphabet.
3. In case urban districts, rural districts, towns or provincial cities are split
after the effective date of this Decree, the split units may retain their alphabetic
codes while the splitting units may insert additional codes in the order of the
Vietnamese alphabet.
4. Provincial-level Departments of Planning and Investment shall notify in
writing the Ministry of Planning and Investment of new codes of established or
split district-level localities.
Article 84. Principles applicable to business household registration
1. Business households or business household founders shall themselves
make declarations in their business household registration dossiers and be held
responsible before law for lawfulness, truthfulness and accuracy of declared
information.
2. District-level business registration agencies shall be held responsible for
validity of business household registration dossiers, but not for violations
committed by business household founders or business households.

75
 3. District-level business registration agencies may not settle disputes
among individuals of a business household themselves, or between them and
other organizations or individuals.
4. Business household owners may authorize other organizations or
individuals to carry out business household registration procedures in accordance
with Article 12 of this Decree.
Article 85. Quantity of business household registration dossiers
1. Business household founders or business households shall submit 1
dossier set to district-level business registration agencies when carrying out
business household registration procedures.
2. District-level business registration agencies may not ask business
household founders or business households to submit additional dossiers or
papers other than those specified for a business household registration dossier.
Article 86. Business locations of business households
1. Business location of a business household is the place where the business
household carries out its business operations.
2. A business household may do business at different locations but shall
select a location to be registered as its head office, and notify its other business
locations to the tax administration office and market surveillance office of the
locality where it carries out its business operations.
Article 87. Business household registration
1. Business household registration shall be made at district-level business
registration agencies of localities where head offices of business households are
located.
2. A business household registration dossier must comprise:
a/ A written request for business household registration;
b/ Legal paper of the individual, for the owner of the business household or
household member making business household registration in case of business
household registration by household members;
c/ A copy of the minutes of the household members’ meeting on
establishment of the business household in case of business household
registration by household members;
d/ A copy of the power of attorney stating that the household members
authorize one of them to act as the owner of the business household in case of
business household registration by household members.

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 3. When receiving a dossier, the district-level business registration agency
shall hand over a receipt, and grant a business household registration certificate
to the business household within 3 working days after receiving a valid dossier.
If the dossier is invalid, within 3 working days after receiving it, the
district-level business registration agency shall issue a notice to the dossier
submitter or business household founder, clearly stating the reason and
requirements for dossier modification or supplementation (if any).
4. After 3 working days from the date of submitting a business household
registration dossier, if receiving no business household registration certificate or
notice requesting modification or supplementation of the dossier, the business
household founder or business household may lodge a complaint or denunciation
in accordance with the law on complaints and denunciations.
5. In the first week of every month, the district-level business registration
agency shall send a list of business households registered in the previous month
to the same-level tax office, business registration division, and provincial-level
specialized management agency.
Article 88. Naming of business households
1. Each business household must have its own name, consisting of two
elements in the following order:
a/ Phrase “Ho kinh doanh” (Business household);
b/ Proper name of the business household.
The proper name of a business household shall be written in letters of the
Vietnamese alphabet, and letters F, J, Z and W, which may be accompanied by
numerals and symbols.
2. It is prohibited to use words, phrases or symbols that violate Vietnam’s
historical traditions, culture, ethics and fine customs as constituents of the proper
name of a business household.
3. A business household’s name must not contain the word “cong ty”
(company) or “doanh nghiep” (enterprise).
4. The proper name of a business household must not be identical to the
registered name of another business household in the same district-level locality.
Article 89. Business lines of business households
1. When registering establishment of a business household or change in
business household registration contents, the business household shall write the
business line(s) in the written request for business household registration or

77
notice of change in business household registration contents. The district-level
business registration agency shall record information on the business line(s) in
the business household registration certificate.
2. A business household may be engaged in sectors or trades subject to
conditional business investment from the date it fully satisfies the law-specified
conditions and shall maintain such conditions throughout its operation.
Specialized agencies may perform the state management of sectors and trades
subject to conditional business investment and inspect the satisfaction of these
conditions by business households in accordance with relevant specialized laws.
3. In case the district-level business registration agency receives a a
competent agency’s document stating that a business household conducts sectors
or trades subject to conditional business investment without fully satisfying the
law-specified conditions, it shall issue a notice requesting the business household
to suspend operation in such sectors or trades and concurrently notify the
violation to a competent state agency for handling in accordance with law.
Article 90. Registration of changes in business household registration
contents
1. Business household owners shall make registration of changes in
contents of business household registration certificates with business registration
agencies within 10 days after the changes occur.
2. When changing business household registration contents, except the
cases specified in Clauses 3 and 4 of this Article, a business household shall send
a dossier of notice of changes in business household registration contents to the
district-level business registration agency with which it has made registration. A
dossier must comprise:
a/ A notice of changes in business household registration contents, signed
by the business household owner;
b/ A copy of the minutes of the household members’ meeting on
registration of changes in business household registration contents in case of
business household registration by household members.
3. In case of changing its owner, a business household shall send a dossier
of notice of change in business household registration contents to the district-
level business registration agency with which it has made registration. Such
dossier must comprise:
a/ A notice of change of the business household owner, signed by the old
and new business household owners or signed by the new business household
owner in case of change of the business household owner due to inheritance;

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 b/ The purchase and sale contract or papers proving the completion of
purchase and sale in case of sale of the business household; donation contract in
case of donation of the business household; or a copy of the written certification
of the heir’s lawful right to inheritance in case of change of the business
household owner due to inheritance;
c/ A copy of the minutes of the household members’ meeting on change of
the business household owner in case of business household registration by
household members.
d/ A copy of the power of attorney stating that the household members
authorize one of them to act as the business household owner in case of business
household registration by household members.
After the sale, donation or inheritance of a business household, the business
household shall still be held responsible for its debts and other property liabilities
arising before the date of transfer of the business household, except otherwise
agreed by the business household and purchaser, donee or heir and creditor of the
business household.
4. In case a business household has it head office relocated to an urban
district or a rural district, town or provincial city other than where it has made
registration, it shall send a dossier of notice of change of its address to the
district-level business registration agency of the locality where the business
household’s new head office will be located. A dossier must comprise copies of:
a/ The notice of change in business household registration contents signed
by the business household owner;
b/ The minutes of the household members’ meeting on registration of
change in head office address in case of business household registration by
household members;
c/ Legal paper of the individual, for the business household owner or
household member making business household registration in case of business
household registration by household members.
5. Upon receiving a dossier, the district-level business registration agency
shall hand over a receipt and grant a business household registration certificate to
the business household within 3 working days after receiving a valid dossier. If
the dossier is invalid, within 3 working days after receiving it, the district-level
business registration agency shall notify in writing the business household of
contents that need modification or supplementation.
In case a business household registers change of its head office address,
within 3 working days after granting a business household registration

79
certificate, the district-level business registration agency of the locality where the
business household’s new head office will be located shall send a notice to the
business registration agency of the locality where the business household was
previously registered.
6. When obtaining a new business household registration certificate in case
of registration of change in business household registration contents, the business
household shall return the old certificate.
Article 91. Business households’ suspension of business operations and
resumption of business operations ahead of notified schedule
1. If suspending its business operations for 30 days or more, a business
household shall send a notice thereof to the district-level business registration
agency with which it has made registration and its managing tax office.
2. In case a business household suspends its business operations or resumes
its business operations ahead of the notified schedule, it shall send a notice
thereof to the district-level business registration agency with which it has made
registration at least 3 working days before the date of suspension or resumption.
The notice shall be accompanied by a copy of the minutes of the household
members’ meeting on registration of suspension of business operations or
resumption of business operations ahead of the notified schedule in case of
business household registration by household members. After receiving the
notice, the district-level business registration agency shall hand over a receipt to
the business household. Within 3 working days after receiving a valid dossier,
the district-level business registration agency shall issue a written certification of
the business household’s registration of suspension of business operations or
written certification of the business household’s resumption of business
operations ahead of the notified schedule to the business household.
Article 92. Termination of operation of business households
1. When a business household terminates its operation, it shall send a notice
thereof to the district-level business registration agency with which it has made
registration. The notice shall be accompanied by:
a/ A tax office’s notice of invalidation of tax identification number;
b/ A copy of the minutes of the household members’ meeting on
termination of operation of the business household in case of business household
registration by household members;
c/ The primary-source business household registration certificate.

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 2. A business household shall pay all debts, including tax debts, and
unfulfilled financial obligations before submitting a dossier of request for
termination of operation of business household, unless otherwise agreed by the
business household and creditor. The district-level business registration agency
shall consider validity of the dossier and issue a notice of termination of
operation of the business household.
Article 93. Revocation of business household registration certificates
1. A business household may have its business household registration
certificate revoked in the following cases:
a/ Having declared forged contents in the business household registration
dossier;
b/ Having suspended business operations for more than 6 consecutive
months without notifying such to the district-level business registration agency
with which it has made registration and the tax office;
c/ Conducting banned business lines;
d/ Being established by persons banned from establishing business
households;
dd/ Failing to submit reports under Clause 6, Article 16 of this Decree to the
district-level business registration agency within 3 months from the report
submission deadline or after being requested in writing;
e/ Other cases according to the court’s ruling or competent agency’s
requests in accordance with law.
2. In case declared contents in the business household registration dossier
are forged, the district-level business registration agency shall issue a notice of
violation of the business household and issue a decision to revoke the business
household registration certificate.
In case the dossier of registration of changes in business household
registration contents is forged, the district-level business registration agency shall
issue a notice of violation of the business household, cancel changes in business
household registration contents made on the basis of the forged information and
issue a business household registration certificate based on the recent valid
dossier, and concurrently report the violation to a competent agency for
consideration and handling in accordance with law. The district-level business
registration agency shall request the business household to remake dossier for
grant of the business household registration certificate. The business household

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may include lawful changes of the subsequent change registrations in a dossier
set to be granted a new certificate of change registration.
3. In case a business household has suspended its business operations for
more than 6 consecutive months without notifying such to the district-level
business registration agency with which it has made registration, or fails to
submit reports under Point dd, Clause 1 of this Article, the district-level business
registration agency shall issue a notice of violation and request the business
household owner to show him/her up at the district-level business registration
agency for giving explanations. After 10 working days from the date of
appointment written in the notice, if the business household owner fails to show
him/her up or his/her explanations are not accepted, the district-level business
registration agency shall issue a decision to revoke the business household
registration certificate. The district-level business registration agency shall
coordinate with related state management agencies in considering explanations
of the business household.
4. In case a business household conducts banned business lines, the district-
level business registration agency shall issue a notice of violation and a decision
to revoke the business household registration certificate.
5. In case a business household is established by persons banned from
establishing business households:
a/ If the business household is established by an individual who is banned
from establishing business households, the district-level business registration
agency shall issue a notice of violation and a decision to revoke the business
household registration certificate;
b/ If the business household is established by household members, one of
whom is banned from establishing business households, the district-level
business registration agency shall issue a notice requesting the business
household to register the change of such individual within 15 working days from
the date of the notice. Past this time limit, if the business household fails to
register the change of the violator, the district-level business registration agency
shall issue a notice of violation and issue a decision to revoke the business
household registration certificate.
6. In case the court rules to revoke the business household registration
certificate, the district-level business registration agency shall issue a decision to
revoke the business household registration certificate on the basis of the court’s
ruling within 3 working days after receiving the court’s ruling.

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 7. Within 10 days after receiving a written request for revocation of the
business household registration certificate from a competent state agency in
accordance with the law, the district-level business registration agency shall
revoke the business household registration certificate according to the order and
procedures specified in Clause 3 of this Article.
8. After obtaining the decision on revocation of the business household
registration certificate, the business household shall carry out procedures for
termination of its operation as specified in Article 92 of this Decree, unless it has
its business household registration certificate revoked to coerce payment of tax
debts at the request of a tax administration office.
9. After receiving the tax administration office’s written request for
cancellation of the decision to revoke the business household registration
certificate and restoration of the business household registration certificate after
the business household’s certificate is revoked to coerce payment of tax debts,
the district-level business registration agency shall issue a decision to cancel the
decision to revoke the business household registration certificate and restore the
business household registration certificate for the business household within 3
working days after receiving the request.
Article 94. Re-grant of business household registration certificates
1. In case a business household registration certificate is lost, burnt, torn,
crushed, or otherwise destroyed, the business household may submit a written
request for re-grant of the business household registration certificate to the
district-level business registration agency of the locality where its head office is
located. The district-level business registration agency shall consider re-granting
a business household registration certificate within 3 working days after
receiving the request.
2. In case a business household registration certificate is granted not
according to the law-specified dossier, order and procedures:
a/ If the business household registration certificate is granted not according
to the law-specified order and procedures, the district-level business registration
agency shall send a notice to the business household and concurrently re-grant
the certificate in accordance with the law-specified order and procedures;
b/ In case the business household establishment registration certificate is
granted not according to the law-specified dossier, the district-level business
registration agency shall issue a notice stating that such certificate is invalidated
and request the business household to complete and submit a valid dossier within
30 days after sending the notice for grant of a business household registration

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certificate. The business household may include lawful changes of the
subsequent change registrations in a dossier set to be granted a new certificate of
change registration;
c/ In case the certificate of changes in business household registration
contents is granted not according to the law-specified dossier, the district-level
business registration agency shall issue a notice stating that such certificate is
invalidated and concurrently grant a business household registration certificate
based on the recent valid dossier. The district-level business registration agency
shall send a notice requesting the business household to complete and submit a
valid dossier within 30 days after sending the notice for grant of a business
household registration certificate. The household business may include lawful
changes of the subsequent change registrations in a dossier set to be granted a
new certificate of change registration.
3. In case a business household registration certificate is granted on the
basis of untruthful or inaccurate information declared in the business household
registration dossier:
a/ If information declared in the business household establishment
registration dossier is untruthful or inaccurate, the district-level business
registration agency shall notify the violation to a competent state agency for
handling in accordance with law and concurrently issue a notice stating that such
certificate is invalidated and request the business household to complete and re-
submit a valid dossier within 30 days after sending the notice for grant of a
business household registration certificate. The business household may include
lawful changes of the subsequent change registrations in a dossier set to be
granted a new certificate of change registration.
In case the business household fails to complete and re-submit a valid
dossier, the district-level business registration agency shall request the business
household to report under Clause 6, Article 16 of this Decree;
b/ If information declared in the dossier of registration of changes in
business household registration contents is untruthful or inaccurate, the district-
level business registration agency shall notify the violation to a competent state
agency for handling in accordance with law, and concurrently issue a notice
stating that such certificate is invalidated and grant a business household
registration certificate on the basis of the previous recent valid dossier. The
district-level business registration agency shall issue a notice requesting the
business household to complete and re-submit a valid dossier within 30 days
after sending the notice for grant of a business household registration certificate.
The household business may include lawful changes of the subsequent change

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registrations or notifications in a dossier set to be granted a new certificate of
change registration.
4. In case a business household is granted a new business household
registration certificate, the previous certificates will become invalid.

Chapter IX
IMPLEMENTATION PROVISIONS
Article 95. Handling of violations and commendation
1. Cadres or civil servants who ask enterprise founders or business
households to submit additional documents, impose additional procedures or
conditions for enterprise or business household registration in contravention of
this Decree, trouble or hassle organizations and individuals when settling
enterprise or business household registration procedures or inspecting enterprise
or business household registration contents shall be handled in accordance with
law.
2. Business registration agencies and officers performing enterprise
registration tasks that successfully accomplish their assigned tasks shall be
commended under regulations.
Article 96. Transitional provisions for enterprises operating under business
registration certificates or business registration and tax registration certificates
Enterprises that have been granted business registration certificates or
business registration and tax registration certificates may continue operating
under such certificates and are not required to carry out procedures for
conversion of such certificates into enterprise registration certificates.
Enterprises will be granted enterprise registration certificates if they so wish or
register changes in enterprise registration contents according to the following
provisions:
1. In case an enterprise wishes to have its business registration certificate or
business registration and tax registration certificate converted into an enterprise
registration certificate without changing business registration and tax registration
contents, it shall submit a written request together with the original business
registration certificate and the original tax registration certificate or the original
business registration and tax registration certificate at the business registration
division to be granted an enterprise registration certificate.
2. In case an enterprise registers or notifies changes in business registration
contents, suspends business operations or resumes business operations ahead of

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the notified schedule, it shall submit a dossier to the business registration
division of the locality where its head office is located. The dossier must
comprise the relevant papers specified in this Decree, accompanied by the
original business registration certificate and the original tax registration
certificate or the original business registration and tax registration certificate.
The business registration division shall consider granting an enterprise
registration certificate to the enterprise within 3 working days after receiving a
valid dossier.
Article 97. Transitional provisions on enterprises operating under
investment licenses, investment certificates (also serving as business registration
certificates) or papers of equivalent legal validity
1. Enterprises that have been granted investment licenses or investment
certificates (also serving as business registration certificates) or papers of
equivalent legal validity may continue operating under such licenses, certificates
or papers and are not required to carry out procedures for conversion of such
licenses/certificates/papers into enterprise registration certificates.
2. Enterprises operating under investment licenses, investment certificates
(also serving as business registration certificates) or papers of equivalent legal
validity shall shift to operate under enterprise registration certificates in the
following cases:
a/ In case an enterprise wishes to have its license/certificate/paper converted
into an enterprise registration certificate without changing business registration
contents, it shall submit a dossier to the business registration division of the
locality where its head office is located. The dossier must comprise a written
request for supplementation and updating of enterprise registration information;
a copy of the investment license, investment certificate (also serving as the
business registration certificate) or another paper of equivalent legal validity; a
copy of the enterprise’s tax registration certificate;
b/ In case an enterprise registers or notifies changes in business registration
contents, suspends business operations, resumes business operations ahead of the
notified schedule, or registers establishment of its branches, representative
offices and business locations within the same province or centrally run city
where its head office is located it shall submit a dossier to the business
registration division of the locality where its head office is located. The dossier
must comprise the relevant papers specified in this Decree and those specified at
Point a, Clause 2 of this Article;
c/ In case an enterprise wishes to be granted a branch or representative
office operation registration certificate or business location registration

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certificate in replacement of the operation registration contents in its investment
license, investment certificate (also serving as the business registration
certificate) or another paper of equivalent legal validity, or a branch or
representative office operation registration certificate granted by an investment
registration agency without changing operation registration contents for
branches, representative offices and business locations within the same province
or centrally run city where its head office is located, the enterprise shall submit a
dossier to the business registration division of the locality where its head office is
located. The dossier must comprise the papers specified at Point a, Clause 2 of
this Article and a written request for supplementation and updating of the branch,
representative office or business location operation registration information, and
a copy of the of the branch or representative office operation registration
certificate granted by the investment registration agency for branches or
representative offices operating under this certificate, and a copy of the tax
registration certificate of the branch or representative office;
d/ In case an enterprise registers change in operation registration contents,
suspends business operations, resumes business operations ahead of the notified
schedule, or terminates operation of its branches, representative offices or
business locations in the investment license, investment certificate (also serving
as the business registration certificate) or another paper of equivalent legal
validity, a branch or representative office operation registration certificate
granted by the investment registration agency, for branches, representative
offices or business locations within the same province or centrally run city where
its head office is located, the enterprise shall submit a dossier to the business
registration division of the locality where its head office is located. The dossier
must comprise the relevant papers specified in this Decree and those specified at
Point c, Clause 2 of this Article.
3. In cases an enterprise has branches, representative offices or business
locations located in a province or centrally run city other than where its head
office is located, the enterprise shall carry out procedures for conversion into an
enterprise registration certificate at the business registration division of the
locality where its head office is located under Point a, Clause 2 of this Article
before carrying out procedures for registration of establishment, registration of
changes in operation registration contents, suspension of business operations,
resumption of business operations ahead of the notified schedule, or termination
of operation of its branches, representative offices, business locations at the
business registration division of the locality where its branches, representative
offices or business locations are located. In this case, the dossier of registration
of establishment, registration of changes in operation registration contents,

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suspension of business operations, resumption of business operations ahead of
the notified schedule, or termination of operation of the branches, representative
offices or business locations must comply with Point b, c or d, Clause 2 of this
Article, excluding the papers specified at Point a, Clause 2 of this Article.
4. In case an enterprise operating under its investment license, investment
certificate (also serving as the business registration certificate) or another paper
of equivalent legal validity registers its dissolution, the enterprise is not required
to carry out procedures for having such license/certificate/paper converted into
an enterprise registration certificate. In this case, a dissolution registration
dossier must comprise the relevant papers specified in Clause 1, Article 210 of
the Law on Enterprises and those specified at Point a, Clause 2 of this Article.
5. In case an enterprise’s investment license or investment certificate (also
serving as the business registration certificate) or another paper of equivalent
legal validity contains information on its business locations, when requesting
conversion of such license/certificate/paper into an enterprise registration
certificate or branch or representative office operation registration certificate, the
enterprise will be granted a business location registration certificate if it so
wishes.
6. When receiving an enterprise’s dossier, the business registration division
shall hand over a receipt, consider the validity of the dossier and grant an
enterprise registration certificate, a branch or representative office operation
registration certificate, a business location registration certificate, a written
certification of change in enterprise registration contents, or another written
certification under respective provisions of this Decree.
Article 98. Transitional provisions for securities companies, securities
investment fund management companies, branches of foreign securities
companies and branches of foreign fund management companies in Vietnam
established and operating under establishment and securities business licenses
Within 2 years from January 1, 2021, securities companies, securities
investment fund management companies, branches of foreign securities
companies and branches of foreign fund management companies in Vietnam that
possess establishment and operation licenses granted by the State Securities
Commission of Vietnam before January 1, 2021, and comply with Clause 1,
Article 135 of the Law on Securities shall make enterprise registration and
branch operation registration at business registration divisions of localities where
their head offices are located. A registration dossier must comprise a written
request for supplementation or updating of enterprise registration information or
a written request for supplementation and updating of branch operation

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registration information; a copy of the establishment and operation license and a
copy of the tax registration certificate.
Article 99. Transitional provisions for business households established by
households or groups of individuals
1. Business households established by households or groups of individuals
that possess business household registration certificates granted before the
effective date of this Decree may continue operating without being required to
make re-registration under this Decree.
2. In case a business household established by a group of individuals before
the effective date of this Decree registers changes in business household
registration contents, or notifies suspension of business operations, resumption of
business operations ahead of the notified schedule or termination of operation of
the business household, the minutes of the meeting of the group of individuals
participating in the business household shall be used as a substitute for the
minutes of the meeting of household members in the dossier. The business
household shall only carry out procedures for registration of change of its
member if a member no longer participates in the business household.
Article 100. Effect
1. This Decree takes effect on January 4, 2021.
2. This Decree replaces the Government’s Decree No. 78/2015/ND-CP of
September 14, 2015, on enterprise registration, and the Government’s Decree
No. 108/2018/ND-CP of August 23, 2018, amending and supplementing a
number of articles of the Government’s Decree No. 78/2015/ND-CP of
September 14, 2015, on enterprise registration.
Article 101. Implementation responsibility
1. The Ministry of Planning and Investment shall promulgate forms to be
applied in enterprise registration under this Decree.
2. Ministers, heads of ministerial-level agencies, heads of government-
attached agencies, chairpersons of provincial-level People’s Committees, and the
subjects of application of the Decree shall implement the Decree.-

On behalf of the Government

Prime Minister
NGUYEN XUAN PHUC

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