GOVERNMENT
SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
-----------------------------
No.: 168/2025/NĐ-CP
Hanoi, June 30, 2025
DECREE
Regarding business registration
Pursuant to the Law on Organization of the Government dated February 18, 2025;
Pursuant to the Law on Organization of Local Government dated June 16, 2025;
Pursuant to the Law on Enterprises dated June 17, 2020; the Law amending and supplementing a number of articles of the Law on Enterprises dated June 17, 2025;
Pursuant to the Law on Tax Administration dated June 13, 2019;
Pursuant to the Law on Securities dated November 26, 2019;
Pursuant to the Law on Investment dated June 17, 2020; the Law amending and supplementing a number of articles of the Law on Planning, the Law on Investment, the Law on Public-Private Partnership Investment, and the Law on Bidding dated November 29, 2024;
Pursuant to the Law on Credit Institutions dated January 18, 2024;
Pursuant to the Law on Insurance Business dated June 16, 2022;
Pursuant to the Law on Citizenship dated November 27, 2023;
Pursuant to the Electronic Transactions Law dated June 22, 2023;
Pursuant to the Social Insurance Law dated June 29, 2024;
Pursuant to the Labor Code dated November 20, 2019;
At the proposal of the Minister of Finance;
The Government promulgates a Decree on business registration.
Chapter I. GENERAL PROVISIONS
Article 1. Scope of regulation
This decree stipulates the dossiers, order, and procedures for business registration; stipulates the registration and operation of business households; stipulates the integration of business registration procedures, household registration procedures; registration of enterprises and business households via electronic information networks; provision of information on business registration, household registration, exploitation, and sharing of business information; stipulates the business registration agencies for enterprises, business households, and state management of business registration and household registration.
Article 2. Subjects of application
1. Domestic organizations and individuals; foreign organizations and individuals registering a business or household business in accordance with the laws of Vietnam.
2. Enterprise.
3. Household business.
4. Business registration authority.
5. State management agency on business registration.
6. Agency assigned with state management authority on labor in accordance with the Labor Code.
7. Social insurance agency in accordance with the Social Insurance Law.
8. Tax management agency in accordance with the Law on Tax Administration.
9. Other agencies, organizations, and individuals related to business registration, and the registration and operation of household businesses.
Article 3. Interpretation of terms
In this Decree, the following terms are understood as follows:
1. Business registration is the registration of business registration content and tax registration of a business to be established, registration of changes to business registration content, registration of operations, and registration of changes to the operational registration content of branches, representative offices, business locations of the enterprise, other registration and notification obligations, and related transactions as prescribed by the Enterprise Law and this Decree.
2. Household business registration is the registration by the founder of a household business of the business registration content and tax registration of a household business to be established, registration of changes to the household business registration content, and other registration obligations as prescribed by this Decree.
3. The household business owner is an individual who registers to establish a household business or a person authorized by family household members to act as the representative of the household business.
4. The national information system on business registration as prescribed in Clause 19, Article 4 of the Enterprise Law is a specialized professional information system on business registration managed by the Ministry of Finance, in coordination with relevant agencies, to build and operate for sending, receiving, storing, displaying, or performing other operations on data to serve business registration work.
5. The information system on household business registration is a component of the national information system on business registration managed by the Ministry of Finance, in coordination with relevant agencies, to build and operate for sending, receiving, storing, displaying, or performing other operations on data to serve household business registration work.
6. The national database on business registration is a collection of data on business registration nationwide. The information in the business registration records and the legal status of businesses stored in the National Business Registration Database has legal value as the original information on business registration.
7. The database on household business registration is a component of the National Business Registration Database, including a collection of data on household business registration nationwide. The information in the household business registration records and the legal status of household businesses stored in the Household Business Registration Database has legal value as the original information on household business registration.
8. A copy is a document copied from the original book or certified from the original by a competent agency or organization, or has been verified against the original by the Business Registration Authority.
9. An electronic document is a document in the form of data messages that is created or digitized from a paper document and accurately reflects the content and format of the paper document. Electronic documents are in ".pdf" format. The name of the electronic document must correspond to the name of the type of paper document as prescribed. Individuals who sign in business registration dossiers or household business registration dossiers can use a digital signature to sign directly on the electronic document or sign directly on the paper document and scan the paper document in color image mode.
10. The applicant is the person authorized to sign the document requesting business registration or household business registration, or the person authorized by the person with authority to sign the document requesting business registration or household business registration to perform the business registration procedures as prescribed in Article 12 and Article 93 of this Decree.
11. Documents proving the completion of the transfer include one of the following documents:
a) A copy or an excerpt of the member registration book or the shareholder registration book;
b) A copy or the original of the minutes of liquidation of the transfer contract;
c) A confirmation from the bank regarding the completion of payment;
d) Other documents with validity proving the completion of the transfer of shares or capital contributions according to the provisions of law.
12. Documents proving the capital contribution include one of the following documents:
a) A copy or an excerpt of the member registration book or the shareholder registration book;
b) A copy of the certificate of capital contribution;
c) A confirmation from the bank regarding the transfer of money into the enterprise's account;
d) Other documents with validity proving the completion of the capital contribution according to the provisions of law.
13. Electronic authentication is the activity of verifying the identity of the applicant or the person authorized to carry out the business registration procedure or household business registration, conducted through the Electronic Identification and Authentication System, the electronic identification and authentication platform using one of the following means: one-time password, biometric means, registered phone number, or other means as stipulated by the law on electronic authentication.
Article 4. Principles for applying procedures for business registration
Amended and supplemented provisions:
1. The business founder or the business itself shall declare the business registration dossier and take legal responsibility for the legality, truthfulness, and accuracy of the information declared in the business registration dossier and reports.
2. In cases where a limited liability company or a joint-stock company has more than one legal representative, the legal representative carrying out the business registration procedure must ensure and be responsible for properly exercising their powers and obligations in accordance with the provisions of Clause 2, Article 12 of the Enterprise Law.
3. The business registration authority is responsible for the legality of the business registration dossier, but is not responsible for violations of the law by the enterprise or the founders of the enterprise.
4. The business registration authority does not resolve disputes between members or shareholders of the company with each other or with other organizations or individuals, or between the enterprise and other organizations or individuals.
5. Enterprises are not required to affix a seal on the application for business registration, meeting minutes, resolutions, or decisions in the business registration dossier. The sealing of other documents in the business registration dossier is carried out in accordance with the provisions of relevant law.
Supplementary provisions
6. Enterprises may simultaneously carry out procedures for registering changes to business registration content, notifying changes to business registration content, notifying updates and additions of business registration information, and correcting business registration information in a single dossier.
Article 5. The right to establish an enterprise and the obligation to register a business
1. Establishing an enterprise in accordance with the law is the right of individuals and organizations and is protected by the State.
2. The founder of the enterprise or the enterprise has the obligation to fully and timely fulfill the obligations regarding enterprise registration, publicly disclose information about the establishment and operation of the enterprise according to the provisions of this Decree and relevant legal documents.
3. It is strictly prohibited for the Business Registration Agency and other agencies to cause harassment to organizations and individuals while receiving dossiers and handling enterprise registration procedures.
Article 6. Enterprise Registration Certificate, Branch or Representative Office Operation Registration Certificate, Business Location Registration Certificate
1. The Enterprise Registration Certificate, Branch or Representative Office Operation Registration Certificate, Business Location Registration Certificate are issued to the enterprise, branch, representative office, and business location of the enterprise.
2. The contents of the Enterprise Registration Certificate, the Branch and Representative Office Operation Registration Certificate, and the Business Location Registration Certificate are recorded based on the information in the enterprise registration dossier.
3. The Enterprise Registration Certificate also serves as the enterprise's Tax Registration Certificate. The Branch and Representative Office Operation Registration Certificate also serves as the Tax Registration Certificate of the branch or representative office. The Enterprise Registration Certificate, the Branch and Representative Office Operation Registration Certificate are not business licenses.
Article 7. Recording the business lines and occupations of the enterprise.
1. When registering to establish an enterprise, when notifying a change of business sector or when requesting the replacement of the Enterprise Registration Certificate, the enterprise founder or the enterprise selects a four-digit economic sector in the Vietnam Economic Sector System to record the business sector in the enterprise registration dossier. The business registration authority guides, cross-checks, and records the enterprise's business sector in the National Enterprise Registration Database.
2. The specific content of the four-digit economic sector specified in clause 1 of this Article is implemented according to the decision of the Prime Minister promulgating the Vietnam Economic Sector System.
3. For business sectors and occupations with conditional investment requirements as specified in other legal documents, the business sector is recorded according to the sectors specified in those legal documents.
4. For business sectors and lines not listed in the Vietnam Standard Industrial Classification but are regulated in other legal normative documents, the business sector and line shall be recorded according to the sectors and lines specified in those legal normative documents.
5. For business sectors and lines not listed in the Vietnam Standard Industrial Classification and have not been regulated in other legal normative documents, the Business Registration Authority shall record and add these business sectors and lines for the enterprise if they are not among the prohibited investment and business sectors, and simultaneously notify the Ministry of Finance to add the new business sectors and lines.
6. In cases where an enterprise needs to record business sectors and lines in more detail than the four-digit economic sector, the enterprise selects one four-digit economic sector in the Vietnam Classification of Economic Sectors, then records the enterprise's detailed business sectors and lines under that four-digit economic sector, ensuring that the detailed business sectors and lines of the enterprise are consistent with the selected four-digit economic sector. In this case, the enterprise's business sectors and lines are the detailed business sectors and lines that the enterprise has recorded.
7. The recording of business sectors and lines stipulated in clauses 3 and 4 of this Article shall be implemented in accordance with the provisions of clause 6 of this Article, in which the detailed business sectors and lines are recorded according to the sectors and lines stipulated in specialized legal normative documents.
8. The state management over conditional investment and business sectors, and sectors with conditional market access for foreign investors, falls under the authority of specialized agencies in accordance with the provisions of specialized law.
Article 8. Enterprise code, code of enterprise's dependent units, business location code
1. Each enterprise is assigned a unique code called the enterprise code. This code also serves as the enterprise's tax code.
2. The enterprise code exists throughout the enterprise's operational period and cannot be reissued to another organization or individual. When the enterprise ceases operation, the enterprise code becomes invalid.
3. The enterprise code is automatically generated, sent, and received by the National Business Registration Information System, the Tax Registration Application System, and is recorded on the Certificate of Enterprise Registration.
4. State management agencies uniformly use the business code to carry out state management tasks and exchange information about enterprises.
5. The dependent unit code of the enterprise is assigned to branches and representative offices of the enterprise. This code also serves as the tax code of the branch or representative office.
6. The business location code is a 5-digit code assigned in order from 00001 to 99999. This code is not the tax code of the business location.
7. In case an enterprise, branch, or representative office has its tax code invalidated according to the provisions of the Law on Tax Administration, the enterprise, branch, or representative office may not use the tax code in economic transactions from the date the Tax Authority publicly notifies the termination of the tax code's validity.
8. For branches and representative offices established before November 1, 2015, but not yet assigned a dependent unit code, the enterprise should directly contact the Tax Authority to obtain the code, and then carry out the procedure to register changes to the operational registration content of the branch or representative office at the provincial Business Registration Authority as regulated.
9. For enterprises already established and operating under an Investment License or Investment Certificate (also serving as a Business Registration Certificate) or equivalent legally valid documents, the enterprise code is the tax code issued to the enterprise by the Tax Authority.
10. The enterprise code and dependent unit code are used as the social insurance participant unit code.
Article 9. Number of business registration dossiers
1. The enterprise founder or enterprise submits 01 set of documents when carrying out the business registration procedure.
2. The business registration authority shall not require the enterprise founder or the enterprise to submit more than one set of documents or other papers in addition to the documents in the business registration dossier as prescribed by the Enterprise Law and this Decree.
Article 10. Language used in the business registration dossier
1. Documents and materials in the business registration dossier shall be made in Vietnamese.
Amended and supplemented provisions:
2. In case the business registration dossier includes documents in a foreign language, it must have a notarized Vietnamese translation attached to the foreign language documents.
3. In case documents and materials in the business registration dossier are made in both Vietnamese and a foreign language, the Vietnamese content shall be used to carry out the business registration procedures.
Article 11. Declaration of personal information in the implementation of business registration procedures
Articles Explained
1. In cases where an individual identification number already exists, the person carrying out the business registration procedure shall declare information about their surname, middle name, and given name, date, month, year of birth, individual identification number, and gender of themselves and of any individual whose personal information is required to be declared in the business registration dossier, and consent to the sharing of personal information stored in the National Population Database with the business registration authority and the state management agency on business registration to serve the state management of business registration according to regulations. The declared information will be checked against the information stored in the National Population Database. In cases where the declared personal information does not match the information stored in the National Population Database, that individual is responsible for updating and adjusting the information to ensure accuracy and consistency.
2. In the case of submitting a business registration application in paper form, the applicant must present an Identity Card or Citizen Identity Card or use an electronic identity card in accordance with the law to carry out the business registration procedure. If the applicant does not have a personal identification number, a copy of a passport or foreign passport or other valid documents that can substitute for a foreign passport of that individual must be attached to the application in accordance with regulations.
3. In cases where there is no personal identification number, the business registration dossier must include the declaration of personal information of the owner, members, shareholders, the legal representative of the enterprise, the authorized representative of the owner, members, or shareholders who are organizations, the head of the branch, representative office, or business location, accompanied by a copy of the passport or foreign passport or other valid documents replacing the foreign passport of that individual as stipulated.
4. In the case that the connection between the National Business Registration Database and the National Population Database is interrupted, the business registration dossier must be accompanied by a copy of the Citizen Identification Card or the Citizen Card or passport or foreign passport or other documents valid as a substitute for the foreign passport of the applicant, owner, member, shareholder, legal representative of the enterprise, authorized representative of the owner, members, or shareholders who are organizations, head of the branch, representative office, business location as prescribed.
5. Personal information shared by the National Population Database with the National Business Registration Database includes:
a) Surname, middle name, and given name;
b) Date of birth (day, month, year);
c) Personal identification number;
d) Gender;
e) Ethnicity;
f) Nationality;
g) Permanent residence;
h) Current residence.
6. The business registration agency and the state management agency on business registration have the right to exploit information in the National Population Database to handle business registration procedures, store and preserve information and data according to legal regulations, ensure safety and confidentiality, and have backup copies to ensure the completeness and integrity of the records, allowing access and use when necessary or to serve inspection, comparison, verification, complaint resolution, and provide information upon request from agencies or organizations as prescribed.
Article 12. Authorization to carry out enterprise registration procedures
The person authorized to sign the document requesting enterprise registration may authorize another organization or individual to carry out the enterprise registration procedure according to the following provisions:
1. In the case of authorizing an individual to carry out the enterprise registration procedure, the registration dossier must include a written authorization for that individual to perform the procedures related to enterprise registration. This authorization document is not required to be notarized or certified.
2. In the case of authorizing an organization to carry out the enterprise registration procedure, the registration dossier must include a copy of the authorization contract for the organization to perform procedures related to enterprise registration, a letter of introduction, or a task assignment document from that organization for the individual directly carrying out the procedures related to enterprise registration.
3. In cases of authorizing a unit providing public postal services to carry out business registration procedures, when performing the business registration procedures, the postal staff must submit a copy of the dossier submission slip according to the form issued by the enterprise providing public postal services, with the signature confirmation of the postal staff and the person authorized to sign the business registration application document.
4. In cases of authorizing a unit providing postal services that is not a public postal service to carry out business registration procedures, the authorization shall be carried out in accordance with the provisions specified in Clause 2 of this Article.
5. The principal and the authorized person who carry out the business registration procedures are responsible before the law for the legality, honesty, and accuracy of the authorization. The principal and the authorized person must electronically authenticate to be issued a business registration. In case the electronic authentication is interrupted, the principal shall perform the electronic authentication after being issued the business registration. In case the principal does not confirm or confirms not to authorize the person to carry out the business registration procedure, the provincial business registration authority shall require the enterprise to report in accordance with the provisions of Clause 5, Article 21 of this Decree.
In cases where there is no electronic identification account to perform electronic authentication, the business registration dossier must include a copy of the Identity Card or Citizen Identity Card or passport or foreign passport or other valid documents replacing a foreign passport of the authorized person.
Article 13. Business registration issuance according to the contingency procedure
1. Business registration issuance according to the contingency procedure is the issuance of business registration not done through the National Business Registration Information System. The issuance of business registration according to the contingency procedure is applied in one or more of the following cases:
a) The National Business Registration Information System is under construction or upgrading;
b) The National Business Registration Information System encounters technical issues;
c) Other force majeure cases.
2. Based on the plan for building and upgrading the National Information System on business registration as stipulated in point a, Clause 1 of this Article, and the expected time to resolve incidents as stipulated in points b and c, Clause 1 of this Article, the Ministry of Finance shall notify the Business Registration Agency in advance to carry out business registration according to the contingency procedure.
3. The coordination in handling business registration procedures according to the contingency procedure between the Business Registration Agency and the Tax Authority shall be carried out according to the procedure of circulating documents in paper form or other forms.
4. Within 30 days from the date of completion of business registration under the contingency procedure, the Business Registration Agency must update the new data and information granted to the enterprise into the National Business Registration Database.
Article 14. Business Name Registration
1. The founder of the enterprise or the enterprise itself shall not register an enterprise name that is identical to or causes confusion with the name of another enterprise already registered in the National Business Registration Database nationwide, except for enterprises that have been dissolved or those with a valid court decision declaring the enterprise bankrupt.
2. The business registration authority has the right to approve or reject the proposed enterprise name in accordance with the law. To avoid duplicate or confusing enterprise names and violations of the regulations on enterprise naming, the opinion of the business registration authority is final. If one disagrees with the decision of the business registration authority, the founder or the enterprise may file a lawsuit in accordance with the law on administrative procedures.
3. Enterprises operating under an Investment License or Investment Certificate (which also serves as a Business Registration Certificate) or other legally equivalent documents issued before July 1, 2015, may continue to use their registered business name and are not required to register a name change in the case of duplicate names or names causing confusion with businesses already registered in the National Business Registration Database. It is encouraged and facilitated for enterprises with duplicate or confusing names to negotiate among themselves to register a business name change.
4. Enterprises are not allowed to use names that violate the regulations on business naming as stipulated in the Securities Law, Insurance Business Law, Law on Credit Institutions, and other laws.
Article 15. Responsibility and coordination in handling cases where the name of an enterprise, branch, representative office, or business location of an enterprise infringes industrial property rights
1. Enterprises are not allowed to use the trade name, trademark, or geographical indication of an organization or individual that has been protected to constitute the enterprise's own name, except in cases where written approval is obtained from the owner of that trade name, trademark, or geographical indication and it does not cause confusion for consumers. Before registering a name, the founders of an enterprise or the enterprise itself should refer to the trademarks and geographical indications that have been protected and are maintained in the National Industrial Property Database of the state management agency in charge of industrial property. Enterprises shall bear their own legal responsibility if the chosen name infringes industrial property rights.
2. The handling of enterprise names that infringe industrial property rights is carried out in accordance with the provisions of specialized law. The basis for determining enterprise names that infringe industrial property rights is carried out in accordance with the provisions of intellectual property law.
3. The subject of industrial property rights has the right to send a written request to the Business Registration Authority to require the enterprise with a name infringing industrial property rights to change its enterprise name. In this case, the subject of industrial property rights is responsible for providing all documents specified in this clause and cooperating with the competent authorities during the process of handling enterprise names that infringe industrial property rights.
Accompanying the written request of the subject of industrial property rights must be copies of the following documents:
a) The conclusion document of the competent authority regarding whether the business name is used in business activities in a way that infringes industrial property rights;
b) The contract for the use of an industrial property object in cases where the requester is the person to whom the right to use that industrial property object has been transferred.
4. The business registration authority is responsible for receiving and processing requests for changing the business name upon the proposal of the industrial property right holder or the competent authority handling the violation request. Within 03 working days from the date of receiving all the documents prescribed in Clause 3 of this Article, the business registration authority shall issue a notice requiring the enterprise with a name that infringes industrial property rights to register a name change. The notice must be accompanied by the documents prescribed in Clause 3 of this Article.
5. In cases where a business name infringes on industrial property rights, the business with the infringing name must register to change its name. The business with the infringing name must register to change its business name, branch name, representative office name, or business location name in accordance with the provisions of Articles 41 and 56 of this Decree within 60 days from the date the Business Registration Authority issues a notice requiring a name change. If the business does not register to change the name that infringes industrial property rights as required, the Business Registration Authority shall require the business to report in accordance with Clause 5, Article 21 of this Decree, and at the same time, notify the competent authority to handle the violation for coordination in handling according to regulations.
The Business Registration Authority shall notify the result of handling cases where business names infringe industrial property rights to the industrial property rights holder as prescribed in Clause 3 of this Article.
6. The handling of cases where the branch name, representative office, or business location of an enterprise infringes industrial property rights shall be carried out in accordance with the provisions in Clauses 1, 2, 3, and 4 of this Article.
Article 16. Registration of branch names, representative offices, and business locations
1. The names of branches, representative offices, and business locations shall be carried out in accordance with the provisions of Article 40 of the Enterprise Law.
2. In addition to the name in Vietnamese, the branch, representative office, or business location of an enterprise may register a name in a foreign language and an abbreviation. The foreign language name is the name translated from the Vietnamese name into one of the Latin-based foreign languages. The abbreviation is the shortened form of the Vietnamese name or the foreign language name.
3. The proper name portion in the name of a branch, representative office, or business location of an enterprise shall not use the phrases "company" or "enterprise".
4. For enterprises that are 100% state-owned, when converting into subordinate accounting units due to restructuring requirements, they are allowed to retain the original state enterprise name before restructuring.
Amended and supplemented provisions:
Article 17. Beneficial Owner of the Enterprise
1. Criteria for determining the beneficial owner of the enterprise
The beneficial owner of the enterprise, a legal entity (hereinafter referred to as the beneficial owner of the enterprise), is an individual who meets one of the following criteria:
a) An individual who directly owns or indirectly owns at least 25% of the charter capital or 25% of the total voting shares of the enterprise.
b) An individual has the right to influence the approval of at least one of the following matters: appointment, dismissal, or removal of the majority or all members of the board of directors, chairman of the board of directors, chairman of the members' council; the legal representative, director, or general director of the enterprise; amendment or supplementation of the enterprise's charter; changes in the company's management structure; reorganization or dissolution of the company.
2. An individual who indirectly owns according to the provisions in point a, clause 1 of this Article is an individual who owns 25% of the charter capital or 25% of the total number of voting shares of the enterprise through another organization.
Amended and supplemented provisions:
Article 18. Declaration of information on beneficial owners and information to identify the beneficial owners of the enterprise
1. The founder of the enterprise, the enterprise shall declare and notify the Provincial Business Registration Authority of information on the enterprise's beneficial owners as follows:
a) An individual is a shareholder owning 25% or more of the total voting shares;
b) An individual is a member owning 25% or more of the charter capital of a partnership or a limited liability company with two or more members;
c) An individual is the owner of a single-member limited liability company.
2. The business founder or the enterprise itself shall determine the beneficial owner of the enterprise as prescribed in point b, clause 1, Article 17 of this Decree and declare and notify the provincial business registration authority (if any).
3. The business founder, the business, shall declare and notify the provincial Business Registration Authority of information on shareholders that are organizations owning 25% or more of the total voting shares. Information on shareholders that are organizations includes: Name of the organization, business registration code/establishment decision number, issue date, place of issue, principal office address, percentage of total voting shares owned.
Article 19. Retention of information on the beneficial owners of the business
The business shall keep a list of beneficial owners of the business that has been declared and notified to the provincial Business Registration Authority in accordance with the provisions of this Decree, either in paper form or electronic form.
Chapter II. DUTIES AND POWERS OF THE BUSINESS REGISTRATION AUTHORITY
AND THE RESPONSIBILITIES OF STATE MANAGEMENT AGENCIES
IN BUSINESS REGISTRATION, HOUSEHOLD BUSINESS REGISTRATION
Article 20. Business registration agency
The business registration agency is organized at the provincial level and the commune level, including:
1. At the provincial level:
a) The business registration agency under the Department of Finance of the province or centrally-governed city registers businesses, branches, representative offices, and business locations that have addresses in the province or centrally-governed city within the local management scope, except for the cases specified in point b of this clause. The business registration agency may set up points to receive documents and deliver results belonging to the Business Registration Agency at different locations across the provincial area;
b) The management board of the high-tech zone registers businesses, branches, representative offices, and business locations that are located in the high-tech zone;
c) The business registration agency specified in points a and b of this clause (hereinafter referred to as the provincial-level business registration agency) shall have its own account and seal.
Amended and supplemented provisions:
2. At the commune level: The Department of Economics (for communes and special zones) or the Department of Economics, Infrastructure, and Urban Affairs (for wards and Phu Quoc special zone) under the commune-level People's Committee (hereinafter referred to as the commune-level business registration agency).
The commune-level business registration agency shall have its own account and seal to serve business registration activities.
Article 21. Duties and powers of the provincial-level business registration agency
1. The provincial-level business registration agency shall receive enterprise registration dossiers; be responsible for the validity of enterprise registration dossiers; issue or refuse to issue enterprise registration certificates.
2. Guide enterprises and enterprise founders on dossiers, procedures, and the process of enterprise registration.
3. Coordinate in building, managing, and operating the National Information System on business registration; carry out data conversion, data standardization, and update local business registration data into the National Business Registration Database.
4. Provide information on business registration stored in the National Business Registration Database within the local management scope to the Provincial People's Committee, local tax authorities, and upon the request of the anti-money laundering agency under the State Bank of Vietnam, relevant agencies, and organizations or individuals as prescribed by law.
5. Require enterprises to report on compliance with the provisions of the Enterprise Law according to point c, clause 1, Article 216 of the Enterprise Law.
6. Directly or request competent state agencies to inspect and supervise enterprises according to the contents in the enterprise registration file.
7. Require enterprises to temporarily suspend or cease business in conditional investment and business sectors, market access sectors subject to conditions for foreign investors upon receiving documents from competent state agencies stating that the enterprise does not meet the conditions prescribed by law.
Supplementary provisions
8. Revoke or restore the Enterprise Registration Certificate, Branch or Representative Office Registration Certificate, and Business Location Registration Certificate according to legal provisions.
Amended and supplemented provisions:
9. In addition to the tasks and powers prescribed in Clauses 1, 2, 3, 4, 5, 6, 7, and 8 of this Article, the business registration agency under the Department of Finance of a centrally-run province or city has the following tasks and powers:
a) Guide the commune-level business registration agency on the dossier, order, and procedures for household business registration;
b) Monitor and inspect the commune-level business registration agency in performing tasks and exercising powers regarding household business registration;
c) Periodically report to the provincial People's Committee, the Ministry of Finance, and relevant agencies on the situation of household business registration in the area according to the reporting regime of state administrative agencies;
d) Update information according to the notice from the State Bank of Vietnam as prescribed in Clause 3, Article 11; Clause 4, Article 27; and Clause 4, Article 38 of the Law on Credit Institutions into the National Business Registration Information System within 3 working days from the date of receiving the notice.
Article 22. Tasks and powers of the commune-level business registration agency
1. Receive business household registration dossiers; examine the validity of the dossiers and grant or refuse to grant business household registration according to the provisions of the law.
2. Guide business households and the founders of business households regarding dossiers, procedures, and processes for business household registration.
3. Coordinate the development, management, and operation of the information system on the registration of household businesses operating within the local area; periodically report to the commune-level People's Committee, the Business Registration Agency under the Department of Finance, and relevant agencies on the situation of household business registration in the area in accordance with the reporting regime of state administrative agencies.
4. Provide information on household business registration within the area to state management agencies and other related agencies in accordance with the law.
5. Directly monitor, inspect, or request the competent state agency to monitor and inspect household businesses according to the contents in the household business registration dossiers.
6. Require household businesses to report on compliance with the regulations on household businesses in this Decree to carry out state management tasks.
7. Request business households to suspend business in conditional investment and business sectors upon receiving a document from the competent state authority regarding business households operating in conditional investment and business sectors but not meeting the conditions prescribed by law.
8. Revoke or restore the Business Household Registration Certificate as prescribed in this Decree.
9. Preside over and coordinate with relevant state management agencies to implement the digitization, standardization, data conversion, updating, and supplementation of information related to household business registration in accordance with local legal regulations into the Database on Household Business Registration.
Article 23. Responsibilities of state management agencies in enterprise registration and household business registration
1. Ministry of Finance:
a) Issue or submit to the competent authority for issuance of legal normative documents on enterprise registration and household business registration; provide professional and operational guidance on enterprise registration, household business registration, and reporting regimes serving enterprise and household business registration.
b) Coordinate the training and professional development for the Business Registration Agency; guide the Business Registration Agency in digitizing records, standardizing, converting data, updating, and supplementing business registration information and household business registration at the local level into the national business registration database and the household business registration database;
c) Monitor and inspect the Business Registration Agency in performing business registration and household business registration operations;
d) Provide information on the content of business registration, legal status, financial reports, and other information of enterprises stored in the National Business Registration Information System; information on the content of household business registration, legal status, and other information of household businesses stored in the Household Business Registration Information System for state management agencies, other relevant agencies, organizations, and individuals as required by law;
d) Develop, manage, and develop the National Business Registration Information System, the Household Business Registration Information System; provide technical support to the Business Registration Agency, business founders, enterprises, household business founders, household businesses, and other organizations and individuals in using the National Business Registration Information System and the Household Business Registration Information System.
e) Integrating business registration procedures and tax registration for enterprises, business households; branches, representative offices, business locations of enterprises;
g) Taking the lead in guiding the collection rates, collection regime, payment, management, and use of business registration fees, information provision fees, and publication of business registration contents, ensuring the upgrade, maintenance, and operation of the National Information System on Business Registration;
h) Taking the lead, in coordination with ministries, ministerial-level agencies, government agencies, and provincial-level People's Committees, in developing coordination regulations, exchanging, sharing, and connecting information about enterprises between the National Business Registration Database and information about business households between the Business Household Registration Database with the databases of ministries, sectors, and provincial-level People's Committees;
i) International cooperation in the field of business registration and business household registration;
k) Within the scope of their duties and powers, they are responsible for implementing state management of business registration and household business registration in accordance with the law.
2. The Ministry of Science and Technology shares information on trade names, trademarks, and geographical indications of organizations and individuals from the Industrial Property Ownership Management System and the National Industrial Property Database.
3. The Ministry of Home Affairs is responsible for connecting and sharing digital data in accordance with the provisions of Clause 3, Article 81 of this Decree.
4. Ministries, ministerial-level agencies, and government-affiliated agencies, within the scope of functions and tasks assigned in state management, are responsible for:
a) Monitoring, guiding, inspecting, and checking compliance with business investment conditions and market access conditions for foreign investors under state management authority;
b) Review and publish on the electronic information portal of the ministry, ministerial-level agency, or government-attached agency the list of investment and business sectors with conditional business requirements, business conditions under state management, and send it to the Ministry of Finance to be posted on the National Business Registration Portal;
c) Publicly disclose administrative procedures related to enterprises and business households; publicly disclose information about administrative violations and administrative penalties of enterprises and business households.
5. Provincial-level People's Committees:
a) Promote and direct the inspection and monitoring of the activities of enterprises and business households in accordance with legal regulations; summarize the management status of enterprises and business households after registration within the local scope;
b) Issue regulations on coordination between local state management agencies in the state management of enterprises and business households after registration of establishment, including the main contents: objectives, principles, contents, and responsibilities of coordination among functional agencies in the area in exchanging, providing, and publicly disclosing information on enterprises and business households; developing plans and organizing the implementation of inspection, examination, and monitoring of the operational situation of enterprises and business households; revoking Enterprise Registration Certificates and Business Household Registration Certificates; handling violations of enterprises and business households regarding conditional business sectors, market access conditions for foreign investors, and other violations; reporting on the implementation of state management over enterprises and business households after registration of establishment; and other contents (if any);
c) Issuing a procedure for inspecting the content of business registration in the area to ensure openness and transparency, including the main contents: scope, subjects, principles, authority, form, duration, frequency of inspection; formulation, approval, adjustment, and public disclosure of the inspection plan; inspection contents and sequence; organization of implementing inspection conclusions; coordination, information sharing, and responsibilities of relevant units and agencies in inspection activities; monitoring and controlling inspection activities; application of information technology in inspection work; other contents (if any). The inspection procedure must comply with legal regulations and not overlap or cause inconvenience to businesses and business households;
d) Preside over and coordinate with ministries and ministerial-level agencies in training and fostering staff working on business registration; state management activities for enterprises and business households after registration; inspection, examination, and monitoring the operational situation of enterprises and business households;
d) Allocate sufficient human resources, funding, and other means to business registration agencies at all levels according to the number of enterprises, business households, and geographical conditions in the area to ensure the implementation of tasks and powers as prescribed;
e) Develop and implement plans to disseminate, propagate, and raise legal awareness about enterprises and business households for citizens, enterprises, and business households; periodically organize dialogues between state management agencies and enterprises, business households;
g) Regulate the low-income level applied within the local area in accordance with the provisions in Clause 3, Article 82 of this Decree;
h) Within the scope of their duties and powers, they are responsible for connecting and sharing information about businesses and business households with the National Business Registration Information System and the Business Household Registration Information System.
6. Commune-level People's Committee:
a) Implement state management of business household registration according to their authority, carry out measures for the development of business households in the local socio-economic development program;
b) Within the scope of their duties and powers, they are responsible for connecting, integrating, and sharing information with the Business Household Registration Information System;
c) Direct the commune-level business registration agency to perform the functions and tasks prescribed in Article 22 of this Decree;
d) Be responsible for arranging sufficient personnel, funding, and other necessary conditions to ensure the implementation of the tasks and powers prescribed in this Decree.
7. Ministries, ministerial-level agencies, People's Councils and People's Committees at all levels are not allowed to issue regulations or documents on business registration or household business registration that apply specifically to their industry or locality. Regulations on business registration and household business registration issued by ministries, ministerial-level agencies, People's Councils, and People's Committees at all levels that contradict the provisions of this Decree shall have no legal effect.
Chapter III. DOCUMENTS, ORDER, PROCEDURES FOR BUSINESS REGISTRATION,
Chapter III. DOCUMENTS, ORDER, AND PROCEDURE FOR BUSINESS REGISTRATION, REGISTRATION OF BRANCH, REPRESENTATIVE OFFICE, BUSINESS LOCATION
BUSINESS LOCATION
Article 24. Dossiers for registration of private enterprises, partnerships, limited liability companies, joint-stock companies
1. The registration dossier for a private enterprise as prescribed in Article 19 of the Law on Enterprises. In the case where the owner of the private enterprise declares their personal identification number according to the provisions of Clause 1, Article 11 of this Decree, the business registration dossier does not include copies of legal documents of the individual owner of the private enterprise.
2. The registration dossier for a partnership company as prescribed in Article 20 of the 2020 Law on Enterprises, amended and supplemented in 2025. In case the member is an individual, or the authorized representative of a member being an organization declares a personal identification number according to the provisions of Clause 1, Article 11 of this Decree, the business registration dossier does not include copies of legal documents of these individuals.
3. The application dossier for the registration of a limited liability company as prescribed in Article 21 of the 2020 Enterprise Law, amended and supplemented in 2025. In the case of registering a single-member limited liability company, the dossier does not include the list of members as stipulated in Clause 3, Article 21 of the Enterprise Law. In the case where the owner or member is an individual, the legal representative, or the authorized representative of the owner or member is an organization, who declares the personal identification number as prescribed in Clause 1, Article 11 of this Decree, the business registration dossier does not include copies of the legal documents of these individuals.
4. The registration dossier of a joint-stock company as prescribed in Article 22 of the 2020 Law on Enterprises, amended and supplemented in 2025. In case the founding shareholders and shareholders are foreign investors who are individuals, the legal representatives, or authorized representatives of the founding shareholders and shareholders who are foreign investor organizations declare their personal identification number as prescribed in Clause 1, Article 11 of this Decree, the enterprise registration dossier does not include copies of the legal documents of these individuals.
Supplementary provisions
5. In cases where foreign investors establish an economic organization to implement an investment project before registering the investment in order to carry out special investment procedures in accordance with investment law, the enterprise establishment registration dossier for implementing the project does not include a copy of the investment registration certificate for foreign investors as prescribed in Clause 5, Article 20, Point c, Clause 4, Article 21, and Point c, Clause 4, Article 22 of the Enterprise Law. In this case, the investor is responsible for the legality, honesty, and accuracy of the information declared in carrying out the special investment procedures.
Article 25. Enterprise registration dossier for companies established on the basis of division, separation, or merger of companies.
1. In the case of a limited liability company or joint-stock company division according to the provisions of Article 198 of the Enterprise Law, the enterprise registration file for a newly established company based on the division of a company includes the following documents:
a) The documents stipulated in Clause 3, Article 24 of this Decree in the case of registering a limited liability company; the documents stipulated in Clause 4, Article 24 of this Decree in the case of registering a joint-stock company, excluding the list of founding shareholders if the newly established company based on the division of a company does not have founding shareholders;
b) A copy or the original of the resolution or decision on the division of the company in accordance with Article 198 of the Enterprise Law.
2. In the case of the split of a limited liability company or joint-stock company according to the provisions of Article 199 of the Enterprise Law, the enterprise registration file for the separated company includes the following documents:
a) The documents specified in Clause 3, Article 24 of this Decree in the case of registering a limited liability company; the documents specified in Clause 4, Article 24 of this Decree in the case of registering a joint-stock company, which do not include the list of founding shareholders if the company being split has no founding shareholders;
b) A copy or the original of the resolution or decision on the company split as prescribed in Article 199 of the Enterprise Law.
3. In the case of merging several companies into a new company, the enterprise registration dossier for the merged company includes the following documents:
a) The documents prescribed in Clause 2, Article 24 of this Decree in the case of registering a partnership company; the documents prescribed in Clause 3, Article 24 of this Decree in the case of registering a limited liability company; the documents prescribed in Clause 4, Article 24 of this Decree in the case of registering a joint-stock company, which does not include the list of founding shareholders if the merging company does not have founding shareholders;
b) The merger contract as prescribed in Article 200 of the Enterprise Law;
c) A copy or the original of the resolution or decision on the approval of the company merger contract of the merging companies.
Article 26. Enterprise registration dossier for cases of converting the type of enterprise
1. In the case of converting a private enterprise into a partnership company, a limited liability company, or a joint-stock company, the registration dossier for conversion includes the documents specified in clauses 2, 3, and 4 of Article 24 of this Decree, corresponding to the type of enterprise after conversion. The dossier must be accompanied by the following documents:
a) A written commitment from the owner of a private enterprise or their legal heirs to take personal responsibility with all of their assets for all unpaid debts and a commitment to fully pay the debts when they become due;
b) Written agreement of the owner of the private enterprise or the legal heir with the parties of the unsettled contracts regarding the company's conversion to take over and continue performing those contracts;
c) A written commitment or written agreement of the owner of the private enterprise or the legal heir with other contributing members regarding the reception and use of the existing labor of the private enterprise;
d) Transfer contract or documents proving the completion of the transfer in case of transfer of capital of the private enterprise;
Donation contracts in the case of donating the capital of a private enterprise;
A copy of the document confirming the legal inheritance rights of the heir in the case of inheritance according to the provisions of law;
d) A copy of the document from the Investment Registration Authority approving the capital contribution, share purchase, or capital contribution purchase of foreign investors, or economic organizations with foreign investment capital in cases where the procedure for registering capital contribution, share purchase, or capital contribution purchase must be carried out in accordance with the provisions of the Investment Law.
2. In the case of converting a one-member limited liability company into a multi-member limited liability company, the registration dossier for the conversion includes the documents specified in Clause 3, Article 24 of this Decree, excluding a copy of the Investment Registration Certificate. Accompanying the dossier must be the following documents:
a) Transfer contract or documents proving the completion of the transfer in the case of transferring capital contributions;
Donation contract in the case of donating capital contributions;
A copy of the document confirming the legal inheritance rights of the heir in the case of inheritance according to the provisions of law;
Merger contract in the case of company merger;
Copy or original of the resolution or decision of the company owner regarding mobilizing additional capital contributions from other organizations or individuals and documents proving the capital contribution of new members in the case of mobilizing capital contributions from new members;
b) A copy of the document from the Investment Registration Agency approving the capital contribution, purchase of shares, or purchase of capital contributions by foreign investors or economic organizations with foreign investment capital in cases where the procedure for capital contribution, share purchase, or purchase of capital contributions must be carried out in accordance with the provisions of the Investment Law.
3. In the case of converting a joint-stock company or a limited liability company with two or more members into a single-member limited liability company because there is only one shareholder or contributing member as per commitment, or converting a joint-stock company into a limited liability company with two members because there are only two shareholders contributing as per commitment, the conversion dossier includes the following documents:
a) The documents specified in Clause 3, Article 24 of this Decree, excluding a copy of the Investment Registration Certificate;
b) A copy of the document from the Investment Registration Agency approving the capital contribution, purchase of shares, or purchase of capital contributions by foreign investors or economic organizations with foreign investment capital in cases where the procedure for capital contribution, share purchase, or purchase of capital contributions must be carried out in accordance with the provisions of the Investment Law.
4. Except for the cases specified in clause 3 of this Article, the registration dossier for converting a limited liability company with two or more members, or a joint-stock company into a single-member limited liability company includes the documents prescribed in clause 3 of Article 24 of this Decree, which does not include a copy of the Investment Registration Certificate. Accompanying the dossier must be the following documents:
a) The transfer contract or documents proving the completion of the transfer in the case of transferring shares or capital contributions;
The donation contract in the case of donating shares or capital contributions;
A copy of the document confirming the legal inheritance rights of the heir in the case of inheritance according to the provisions of law;
The merger contract, consolidation contract in the case of merging or consolidating companies;
The repurchase contract in the case the company repurchases shares or capital contributions;
b) A copy of the document from the Investment Registration Agency approving the capital contribution, purchase of shares, or purchase of capital contributions by foreign investors or economic organizations with foreign investment capital in cases where the procedure for capital contribution, share purchase, or purchase of capital contributions must be carried out in accordance with the provisions of the Investment Law.
5. Except for the cases specified in clauses 3 and 4 of this Article, the registration dossier for converting a limited liability company into a joint-stock company and vice versa includes the following documents:
a) The documents prescribed in Clause 3, Article 24 of this Decree, excluding the copy of the Investment Registration Certificate in the case of conversion into a limited liability company; the documents prescribed in Clause 4, Article 24 of this Decree, excluding the copy of the Investment Registration Certificate, the list of founding shareholders in the case where the converted company is a joint-stock company without founding shareholders;
b) The transfer contract or documents proving the completion of the transfer in the case of transferring shares or capital contributions;
The donation contract in the case of donating shares or capital contributions;
A copy of the document confirming the legal inheritance rights of the heir in the case of inheritance according to the provisions of law;
The resolution or decision on company division or separation in the case of company division or separation;
The merger contract, consolidation contract in the case of merging or consolidating companies;
The purchase contract in the case of a company buying back shares;
Documents proving the capital contribution of new members or shareholders in the case of receiving capital contributions from new members or shareholders;
c) A copy of the document from the Investment Registration Authority approving the contribution of capital, purchase of shares, or purchase of capital contributions by foreign investors, foreign-invested economic organizations in cases where it is required to carry out the procedures for registering capital contribution, share purchase, or purchase of capital contributions according to the provisions of the Investment Law.
6. Enterprises may register for the conversion of the type of enterprise simultaneously with registration of change or notification of change of enterprise registration information. In this case, the enterprise registration dossier shall be carried out in accordance with the provisions stipulated in Points 1, 2, 3, 4, and 5 of this Article.
In the case where an enterprise registers to change its type of business while simultaneously registering to change its legal representative, the person authorized to carry out the enterprise registration procedure and sign the enterprise registration application is the Chairman of the Members' Council for a limited liability company with two or more members, or a partnership; the Chairman of the company or the Chairman of the Members' Council for a single-member limited liability company; the Chairman of the Board of Directors for a joint-stock company after the conversion.
Article 27. Registration for establishment of an enterprise based on conversion from a household business
1. Registration for establishment of an enterprise based on conversion from a household business is carried out at the provincial business registration authority where the enterprise intends to establish its head office.
2. The application file for establishing a business based on the conversion from a business household includes a copy of the business household registration certificate and the documents prescribed in Article 24 of this Decree corresponding to each type of enterprise, which does not include a copy of the investment registration certificate. In case the enterprise is converted from a business household with foreign investors, economic organizations with foreign investment participating in capital contribution, share purchase, or capital stake purchase subject to the procedure of registration for capital contribution, share purchase, or capital stake purchase under the provisions of the Investment Law, the file must include a copy of the document from the Investment Registration Authority approving the capital contribution, share purchase, or capital stake purchase of the foreign investor or economic organization with foreign investment.
3. The termination of business household operations is carried out according to the following procedure:
a) Within 02 working days from the date of issuing the Enterprise Registration Certificate, the provincial business registration authority shall send information regarding the establishment of an enterprise converted from a household business to the commune-level business registration authority where the household business is headquartered;
b) The commune-level business registration authority shall send information about the termination of the household business to the tax authority and issue a notification regarding the household business undergoing termination procedures on the National Business Registration Portal, changing the legal status of the household business to the status of undergoing termination procedures.
The tax authority is responsible for sending information to the commune-level business registration agency when the household business has fulfilled its tax obligations. Within 03 working days from the date of receiving information from the tax authority about the household business completing its tax obligations, the commune-level business registration agency updates the legal status of the household business to the status of terminated operations in the Household Business Registration Database.
4. The household business shall not operate from the time the business converts from a household business and is granted a Business Registration Certificate.
Article 28. Records, order, and procedures for business registration for social enterprises
1. The dossier, order, and procedures for registering the establishment of a social enterprise, branch, representative office, and business location of a social enterprise are implemented in accordance with the provisions of this Decree corresponding to each type of enterprise. The dossier must be accompanied by a Commitment to achieve social and environmental objectives signed by the following individuals:
a) For private enterprises: the owner of the private enterprise;
b) For partnerships: the general partners;
c) For limited liability companies: individual members; the legal representative or authorized representative of the member that is an organization;
d) For joint-stock companies: founding shareholders who are individuals, other shareholders who are individuals, if such shareholders agree with the content of the above commitment and wish to sign this commitment together with the founding shareholders; the legal representative or authorized representative of the founding shareholder that is an organization, the legal representative or authorized representative of other shareholders that are organizations, if such shareholders agree with the content of the above commitment and wish to sign this commitment together with the founding shareholders.
The provincial business registration authority shall post the Commitment to achieve social and environmental objectives on the National Business Registration Portal when issuing the Enterprise Registration Certificate to enterprises.
2. In the case that an enterprise converts into a social enterprise, the enterprise shall submit the application to the provincial business registration authority where the enterprise has its head office. The application includes the following documents:
a) The Commitment to achieve social and environmental objectives as prescribed in Clause 1 of this Article;
b) A copy or the original of the resolution or decision of the Members' Council for a limited liability company with two or more members, the partnership, of the General Meeting of Shareholders for a joint-stock company, or of the owner for a single-member limited liability company regarding the approval of the commitment content.
The provincial business registration authority shall update the information of the enterprise in the National Business Registration Database and post the Commitment to implement social and environmental objectives on the National Business Registration Portal within 03 working days from the date of receiving the dossier.
3. In case of changes to the content of the Commitment to implement social and environmental objectives, the social enterprise must send a notification to the provincial business registration authority where the enterprise has its head office within 05 working days from the date of the decision to change. The notification must be accompanied by the following documents:
a) The amended and supplemented Commitment to implement social and environmental objectives;
b) A copy or the original of the resolution or decision of the Members' Council for a limited liability company with two or more members, of the Partnership for a partnership, of the General Meeting of Shareholders for a joint-stock company; of the company owner for a single-member limited liability company regarding the approval of the content changes of the Commitment.
The provincial business registration authority shall update the enterprise's information in the National Business Registration Database and post the Commitment to implement the revised or supplemented social and environmental objectives on the National Business Registration Portal within 03 working days from the date of receiving the notification.
4. In the case of termination of the Commitment to achieve social and environmental goals, the social enterprise must send a notice to the provincial business registration authority where the enterprise's head office is located within 05 working days from the date of the termination decision. The notice must be accompanied by a copy or the original of the resolution or decision of the Members' Council for a limited liability company with two or more members, of the partnership, of the General Meeting of Shareholders for a joint-stock company, of the owner of the company for a single-member limited liability company, or the decision of the competent state agency (if any) regarding the termination of the Commitment, clearly stating the reason for the termination.
The provincial business registration authority shall update the information of the enterprise in the National Enterprise Registration Database and upload the documents specified in this clause on the National Business Registration Portal within 03 working days from the date of receipt of the notice.
5. The dossier, order, and procedures for splitting, separating, merging, and consolidating social enterprises shall be implemented in accordance with the provisions of this Decree. In the case of establishing a new social enterprise based on the split, separation, or merger of enterprises, the dossier must additionally include a Commitment to achieve social and environmental objectives as prescribed in Clause 1 of this Article. In the case of splitting, separating, merging, or consolidating a social enterprise leading to the termination of the Commitment to achieve social and environmental objectives, the dossier must additionally include the documents specified in Clause 4 of this Article.
6. The dossiers, sequence, and procedures for dissolving a social enterprise shall be carried out in accordance with the provisions of this Decree. In case the social enterprise still has remaining assets or finances from received aid or sponsorship, the dissolution dossier must additionally include copies of documents regarding the handling of the remaining assets or finances from the aid or sponsorship received by the social enterprise.
7. The registration for establishing a social enterprise on the basis of conversion from a social protection facility, social fund, or charitable fund shall be carried out at the provincial-level Business Registration Office where the social enterprise intends to establish its headquarters. The enterprise registration dossier includes the documents specified in Clause 1 of this Article, excluding the Investment Registration Certificate. Accompanying the dossier must be the following documents:
a) A decision allowing conversion into a social enterprise in writing from the competent authority that issued the license for establishing a social protection facility, social fund, or charitable fund;
b) Certificate of establishment registration for the social protection facility, establishment license, and recognition of the charter of the social fund or charitable fund;
c) A copy of the tax registration certificate;
d) A copy of the document from the Investment Registration Authority approving the capital contribution, share purchase, or purchase of capital contribution of foreign investors or economic organizations with foreign investment in cases where capital contribution registration procedures, share purchase, or purchase of capital contribution must be carried out in accordance with the Investment Law.
Within 02 working days from the date of issuance of the Enterprise Registration Certificate, the provincial business registration authority shall send a copy of the Enterprise Registration Certificate and the original certificate of establishment for social protection facilities, the establishment and charter recognition licenses for social funds and charitable funds to the competent authority that granted the establishment license for the social protection facility, social fund, or charitable fund in order to terminate the operation of the social protection facility, social fund, or charitable fund.
Article 29. Dossiers, procedures, and processes for business registration for securities companies, securities investment fund management companies, securities investment companies, branches of foreign securities companies, and branches of foreign fund management companies in Vietnam.
1. The dossiers, order, and procedures for business registration for securities companies, securities investment fund management companies, securities investment companies, and for registering the operation of branches and representative offices of securities companies and securities investment fund management companies shall be carried out in accordance with the provisions of this Decree corresponding to each type of enterprise. The dossiers must include a copy of the license for establishment and operation or a copy of the approval document from the State Securities Commission in accordance with the law on securities.
2. The dossiers, order, and procedures for registration of branches of foreign securities companies and branches of foreign fund management companies in Vietnam shall be carried out corresponding to the regulations on dossiers, order, and procedures for registration of enterprise branches in this Decree, attached with a copy of the establishment and operation license or a copy of the approval document from the State Securities Commission in accordance with securities law.
3. The dossiers, order, and procedures for registration of transaction offices of securities companies shall be carried out according to the regulations on dossiers, order, and procedures for registration of business locations of enterprises in this Decree, attached with a copy of the approval document from the State Securities Commission in accordance with securities law.
4. In the case that a securities company, an investment fund management company, a branch of a foreign securities company, or a branch of a foreign fund management company in Vietnam has its establishment and operation license revoked, the State Securities Commission shall send a notification to the provincial business registration authority where the securities company, investment fund management company, branch of a foreign securities company, or branch of a foreign fund management company is headquartered, to revoke the Enterprise Registration Certificate and Branch Operation Registration Certificate in accordance with the provisions in Clause 4, Article 95 of the Securities Law. Within 03 working days from the date of receiving the notification from the State Securities Commission, the provincial business registration authority shall issue a decision to revoke the Enterprise Registration Certificate and Branch Operation Registration Certificate.
Article 30. Dossier, order, and procedures for registering the operation of a branch, representative office, and notification of establishment of a business location
1. Within 10 days from the date of the decision to establish a branch or domestic representative office, the enterprise shall submit the registration dossier for branch or representative office operation to the provincial business registration authority where the branch or representative office is located. The dossier includes the documents prescribed in Clause 2, Article 45 of the Enterprise Law, including a copy of the establishment decision and a copy of the meeting minutes on the establishment of the branch or representative office of the enterprise specified in Point b, Clause 2, Article 45 of the Enterprise Law, which includes:
a) A copy of the decision and a copy of the meeting minutes of the Members' Council for a limited liability company with two or more members, and a partnership company;
b) A copy of the decision and a copy of the meeting minutes of the Board of Directors for a joint-stock company;
c) A copy of the decision of the company owner for a single-member limited liability company.
In the case of declaring the personal identification number of the head of a branch or representative office as prescribed in Clause 1, Article 11 of this Decree, the registration dossier for branch or representative office activities does not include a copy of the personal legal documents of the head of the branch or representative office.
2. Notification of business location establishment
a) Enterprises may establish a business location at an address different from where the enterprise's head office or branch is located;
b) Within 10 days from the date of the decision to establish a business location, the enterprise shall send a notification dossier of business location establishment to the provincial Business Registration Authority where the business location is established. The notification dossier of business location establishment includes the notification of business location establishment.
3. Within 03 working days from the date of receiving a valid dossier, the provincial business registration authority shall issue a Certificate of Branch or Representative Office Registration and update information about the business location in the national business registration database. In case the enterprise has a demand, the provincial business registration authority shall issue a Certificate of Business Location Registration for the enterprise. If the dossier is not valid, the provincial business registration authority shall notify the enterprise in writing of the content that needs to be corrected or supplemented.
4. The establishment of a branch or representative office of an enterprise abroad shall comply with the laws of that country. Within 30 days from the date of officially establishing a branch or representative office abroad, the enterprise must notify in writing the provincial Business Registration Authority where the enterprise's head office is located. The notification must be accompanied by a copy of the certificate of registration for the branch or representative office or equivalent documents. The provincial Business Registration Authority shall update information about the enterprise's branch or representative office in the National Business Registration Database within 3 working days from the date of receiving the notification.
Article 31. Receiving and processing enterprise registration dossiers on the National Enterprise Registration Information System by the method of directly submitting dossiers at the Business Registration Authority and registering via postal services.
1. The applicant for business registration as prescribed in this Decree shall submit the application to the provincial business registration authority where the enterprise has its head office. The business registration dossier must be received and processed on the National Business Registration Information System.
2. The business registration dossier is accepted for entering information into the National Business Registration Information System when the following conditions are fully met:
a) Having all documents as prescribed in this Decree;
b) The enterprise name has been filled in the business registration application form;
c) Having the phone number of the applicant for business registration;
d) Paying all fees and charges as prescribed.
3. After receiving the business registration dossier, the provincial business registration authority shall issue a receipt for the dossier and schedule a time to return the result to the applicant.
4. The provincial business registration authority enters complete and accurate information in the business registration dossier, digitizes it, names the electronic document corresponding to the type of paper document in the registration dossier, and attaches it to the National Business Registration Information System.
5. The business registration information on the National Business Registration Information System is transmitted to the tax registration application system to coordinate and exchange information between the provincial business registration authority and the tax authority.
Amended and supplemented provisions:
6. The business founder or the enterprise may stop carrying out the business registration procedure when the business registration dossier has not yet been approved on the National Business Registration Information System. In this case, the authorized person to sign the business registration request submits a written request to stop carrying out the business registration procedure to the provincial business registration authority where the dossier was submitted. The provincial business registration authority shall consider and issue a notice on stopping the business registration procedure to the enterprise and cancel the business registration dossier according to the procedure on the National Business Registration Information System within 03 working days from the date of receiving the written request. In case of refusing to stop carrying out the business registration procedure, the provincial business registration authority shall issue a written notice clearly stating the reasons for the refusal.
Article 32. Notice requesting amendments or supplements to the enterprise registration dossier
1. In cases where the dossier is not valid, or the enterprise name requested to be registered does not comply with regulations, or the information declared in the enterprise registration dossier is inconsistent, the provincial business registration authority shall notify in writing the content that needs to be amended or supplemented to the enterprise founder or the enterprise within the time limit prescribed by the Enterprise Law and this Decree. The provincial business registration authority shall record all amendment and supplementation requests for each dossier submitted by the enterprise in a notice requesting amendments or supplements to the enterprise registration dossier.
2. If the above deadline passes without being granted a business registration or without receiving a notice requesting amendments or supplements to the business registration dossier, the founder of the enterprise or the enterprise has the right to file complaints and denunciations in accordance with the law on complaints and denunciations.
3. The time limit for enterprises to amend or supplement the enterprise registration dossier is 60 days from the date the provincial business registration authority issues a notification requiring the amendment or supplementation of the dossier. After the aforementioned time limit, if the enterprise does not submit the amended or supplemented dossier, the enterprise registration dossier will no longer be valid. The provincial business registration authority will cancel the registration dossier according to the procedure on the National Business Registration Information System.
Article 33. Issuance of the Enterprise Registration Certificate
1. An enterprise will be issued an Enterprise Registration Certificate when it meets all conditions prescribed in Clause 1, Article 27 of the Enterprise Law.
2. Enterprises have the right to conduct business from the date they are granted the Enterprise Registration Certificate, except for business lines or sectors that require conditional investment. In the case where an enterprise registers the business commencement date after the date of being granted the Enterprise Registration Certificate, the enterprise has the right to conduct business from the registered date, except for business lines or sectors that require conditional investment.
3. When an enterprise is granted a new Enterprise Registration Certificate, the previously granted Enterprise Registration Certificate is no longer valid.
Article 34. Payment of enterprise registration fees
1. Applicants for enterprise registration submit the enterprise registration fee at the time of submitting the enterprise registration application.
2. The enterprise registration fee will not be refunded to the enterprise in the case where the enterprise is not granted enterprise registration.
Article 35. Legal status of enterprises
The legal statuses of enterprises in the National Business Registration Database include:
1. "Operating" is the legal status of an enterprise that has been granted a Business Registration Certificate and does not fall under the legal statuses prescribed in clauses 2, 3, 4, 5, 6, and 7 of this Article.
2. "Temporarily suspended" is the legal status of an enterprise that is in the period of temporary business suspension as prescribed in this Decree.
3. "Not operating at the registered address" is the legal status of an enterprise where the Tax Authority has prepared a verification record regarding the non-operation at the registered address. Information about enterprises no longer operating at the registered address is provided by the Tax Authority to the provincial business registration authority. The change of this legal status and the termination of this legal status are decided by the Tax Authority, except for cases where the enterprise is under the legal status specified in Clauses 2, 4, 5, 6, and 7 of this Article. The Tax Authority is responsible for sending information about the enterprise's legal status "Not operating at the registered address" to the provincial business registration authority. The provincial business registration authority records and updates the legal status provided by the Tax Authority into the national business registration database.
4. 'Revoked due to tax enforcement' is the legal status of an enterprise whose Business Registration Certificate has been revoked by the provincial Business Registration Authority at the request of the Tax Management Authority for implementing enforcement measures to execute administrative decisions on tax management.
5. "In the process of dissolution, being divided, being merged, being consolidated" is the legal status of an enterprise that has been notified by the provincial Business Registration Authority as undergoing dissolution procedures; an enterprise that has been divided, merged, or consolidated and is in the process of settling accounts and transferring tax obligations with the Tax Authority due to being divided, merged, or consolidated.
6. "In the process of bankruptcy" is the legal status of an enterprise that has a court decision to initiate bankruptcy procedures in accordance with the law on bankruptcy.
7. "Dissolved, bankrupt, ceased to exist" is the legal status of an enterprise that has been notified by the provincial Business Registration Authority about its dissolution; an enterprise that has a court decision declaring bankruptcy in accordance with the law on bankruptcy; an enterprise that has ceased to exist due to being divided, merged, or consolidated according to the provisions of the Enterprise Law.
Article 36. Legal status of branches, representative offices, business locations
The legal statuses of branches, representative offices, and business locations of enterprises in the National Business Registration Database include:
1. "Operating" is the legal status of a branch, representative office, or business location that has been issued a Certificate of Registration for branch operation, representative office registration, or Certificate of Business Location Registration and does not fall under the legal statuses specified in Clauses 2, 3, 4, 5, and 6 of this Article.
2. "Temporarily suspended business or activities" is the legal status of a branch or business location that is temporarily suspended from business, a representative office that is temporarily suspended from activities, or a branch, representative office, or business location of an enterprise that is temporarily suspended from business in accordance with the provisions of this Decree.
3. "Not operating at the registered address" is the legal status of a branch, representative office, or business location that has been verified by the Tax Authority for not operating at the registered address. Information about branches, representative offices, or business locations of enterprises that are not operating at the registered address is provided by the Tax Authority to the provincial business registration authority. The change and termination of this legal status are decided by the Tax Authority, except in cases where the branch, representative office, or business location is under the legal status prescribed in Clauses 2, 4, 5, and 6 of this Article. The Tax Authority is responsible for sending information about the legal status of "Not operating at the registered address" of the branches, representative offices, or business locations of the enterprise to the provincial business registration authority. The provincial business registration authority records and updates the legal status provided by the tax authority into the national business registration database.
4. "Revoked due to tax enforcement" is the legal status of a branch, representative office, or business location belonging to a branch that has had a decision to revoke the Certificate of Registration for operation of the branch, representative office, or the branch, representative office of the enterprise that has had a decision to revoke the Enterprise Registration Certificate according to the request of the Tax Management Agency for implementing coercive measures to enforce administrative decisions on tax management.
5. "In the process of ceasing operations" is the legal status of a branch, representative office, or business location that has received a notice from the provincial business registration authority indicating that it is in the process of ceasing operations, or a branch, representative office, or business location of an enterprise that is undergoing bankruptcy procedures.
6. "Terminated operations" is the legal status of a branch, representative office, or business location that has been issued a notice by the provincial Business Registration Authority regarding the termination of operations of the branch, representative office, or business location, or the branch, representative office, or business location of an enterprise that has gone bankrupt.
Chapter IV. BUSINESS REGISTRATION VIA ELECTRONIC INFORMATION NETWORK
Article 37. Business registration via electronic information network
1. Business registration via electronic information network is when the enterprise founder or enterprise uses an electronic identification account to carry out business registration through the National Business Registration Portal.
2. The provincial business registration authority facilitates organizations and individuals to access information and carry out business registration via the electronic information network.
Article 38. Enterprise registration dossiers via electronic information network
Amended and supplemented provisions:
1. Enterprise registration dossiers via electronic information network include documents as prescribed by the Enterprise Law and this Decree, presented in electronic form. Enterprise registration dossiers via electronic information network have the same legal value as enterprise registration dossiers in paper form.
2. Enterprise registration dossiers via electronic information network must meet the following requirements:
Amended and supplemented provisions:
a) They must include all documents and the contents of those documents must be fully declared as prescribed for paper dossiers and presented in electronic form;
b) The enterprise registration information declared on the National Business Registration Portal must be complete and accurate according to the information in the dossier;
c) There must be information about the phone number and email address of the person submitting the dossier declared on the National Business Registration Portal.
d) The online business registration dossier must be digitally signed or authenticated by the person authorized to sign the business registration application document or by the person authorized by the person with authority to sign the business registration application document to carry out the business registration procedure. In the case of authorization to carry out the business registration procedure, the business registration dossier must be accompanied by the documents specified in Article 12 of this Decree, presented in the form of electronic documents as stipulated in Clause 9 Article 3 of this Decree.
3. In cases where the application is received on the National Business Registration Information System after office hours or on holidays, public holidays, or Tet as prescribed, the deadline for returning the results of business registration procedures stipulated in this Decree shall be calculated from the next working day following the day the application is received.
Amended and supplemented provisions:
Article 39. Procedures and processes for business registration via electronic information network
1. Applicants use their electronic identification accounts to log in to the National Business Registration Portal, declare information, upload electronic documents, digitally sign or authenticate business registration applications via the electronic information network, and pay fees and charges according to the procedures on the National Business Registration Portal.
2. After completing the submission of a business registration application, the applicant will receive an electronic receipt of the application and an electronic appointment for the result via the applicant's account.
3. Business registration information on the National Business Registration Information System is transmitted to the Tax Registration Application System to coordinate and exchange information between the provincial Business Registration Agency and the Tax Authority.
4. In the case where the dossier meets the conditions for business registration, the provincial Business Registration Agency shall carry out the business registration and notify the enterprise about the issuance of the business registration. In the case where the dossier does not meet the conditions for business registration, the provincial Business Registration Agency shall send a notification via the electronic information network to the enterprise requesting amendments and supplements to the dossier. The applicant logs into the National Business Registration Information System to receive feedback on the result of dossier processing.
5. The person establishing the enterprise or the enterprise carrying out registration procedures via electronic information network may use it to perform enterprise registration procedures as prescribed in Clause 6, Article 31 of this Decree.
Chapter V. DOCUMENTS, ORDER, PROCEDURES FOR REGISTERING CHANGES,
NOTIFYING CHANGES IN ENTERPRISE REGISTRATION CONTENT
Article 40. Registration for changing the enterprise's head office address
1. In case the enterprise changes its head office address leading to a change in the Tax authority managing the taxpayer, the enterprise must carry out procedures with the Tax authority related to the relocation in accordance with tax laws before registering the change of head office address with the provincial Business Registration Authority.
2. In case of changing the address of the head office, the enterprise shall send the dossier for registration of changes in enterprise registration content to the provincial business registration authority where the enterprise's new head office is located. The dossier includes the following documents:
a) Application for registration of changes in enterprise registration content;
b) A copy or the original of the resolution or decision of the company owner for a one-member limited liability company; of the Members' Council for a limited liability company with two or more members, a partnership company; of the General Meeting of Shareholders for a joint-stock company regarding the change of the company's headquarters address.
3. After receiving the business registration dossier, the provincial business registration authority issues a receipt for the dossier and sets a date to return the result, reviews the validity of the dossier, and sends information regarding the change of the enterprise's head office address to the Tax Authority. Within 01 working day from the date of receiving the information, the Tax Authority sends its opinion on whether the enterprise has completed the procedures with the Tax Authority related to the relocation in accordance with tax laws to the provincial business registration authority. Within 03 working days from the date of receiving the business registration dossier, the provincial business registration authority reviews the validity of the dossier and issues the Business Registration Certificate to the enterprise as prescribed; in case the dossier is not valid, the provincial business registration authority notifies in writing the content that needs to be amended or supplemented to the enterprise.
4. When changing the address of the company's headquarters, the rights and obligations of the company do not change.
Article 41. Registration for changing the company name
1. In the case of changing the company name, the company shall submit a registration dossier for changes in enterprise registration content to the provincial Business Registration Authority where the company has its headquarters. The dossier includes the following documents:
a) Application for registration of changes in enterprise registration content;
b) A copy or the original of the resolution or decision of the company owner for a single-member limited liability company; of the Members' Council for a limited liability company with two or more members, a partnership company; of the General Meeting of Shareholders for a joint-stock company regarding the change of the company name.
2. After receiving the business registration dossier, the provincial business registration authority issues a receipt for the dossier and schedules a date to return the results to the applicant. Within 03 working days from the date of receiving the business registration dossier, the provincial business registration authority reviews the validity of the dossier and issues the Business Registration Certificate to the enterprise as prescribed; in case the dossier is not valid, the provincial business registration authority notifies in writing the content that needs to be amended or supplemented for the enterprise.
3. Changing the enterprise's name does not change the rights and obligations of the enterprise. The enterprise is responsible for registering the change of name for its branch, representative office, and business location within 10 days from the date the provincial business registration authority issues the Business Registration Certificate to the enterprise.
Article 42. Registration of change of general partners
1. In the case of termination of the status of a general partner, admission of a new general partner in accordance with the provisions of Article 185 and Article 186 of the Enterprise Law, the partnership company shall send the dossier for registration of changes in enterprise registration contents to the provincial business registration authority where the company has its head office. The dossier includes the following documents:
a) Application for registration of changes in enterprise registration content;
b) The list of members of the partnership company as prescribed in Article 25 of the Enterprise Law, which does not include the content of declarations about capital-contributing members.
2. After receiving the business registration dossier, the provincial business registration authority issues a receipt for the dossier and schedules a date to return the results to the applicant. Within 03 working days from the date of receiving the business registration dossier, the provincial business registration authority reviews the validity of the dossier and issues the Business Registration Certificate to the enterprise as prescribed; in case the dossier is not valid, the provincial business registration authority notifies in writing the content that needs to be amended or supplemented for the enterprise.
Article 43. Registration of changes in the legal representative of a limited liability company or a joint-stock company
1. In the case of a change of the company's legal representative, the company shall send an application for the change of enterprise registration content to the provincial business registration authority where the company has its head office. The application dossier includes the following documents:
a) Application for registration of change of legal representative;
b) A copy or the original of the resolution or decision on the change of the legal representative of the company owner for a single-member limited liability company; of the Members' Council for a multi-member limited liability company; of the General Meeting of Shareholders for a joint-stock company in the case where the change of the legal representative alters the company's Charter; or of the Board of Directors in the case where the change of the legal representative does not alter the contents of the company's Charter except for the personal information and signature of the legal representative as stipulated in Article 24 of the Enterprise Law.
2. The person signing the application for registration of the change of the legal representative is one of the following individuals:
a) The Chairman of the Members' Council or the Chairman of the company in the case of a limited liability company. In the event that the Chairman of the Members' Council or the Chairman of the company is the legal representative, the person signing the application must be the newly appointed or elected Chairman of the Members' Council or Chairman of the company;
b) The Chairman of the Board of Directors in the case of a joint-stock company. In the event that the Chairman of the Board of Directors is the legal representative, the person signing the application must be the newly elected Chairman of the Board of Directors;
c) In the case where the Chairman of the Members' Council or the Chairman of the Board of Directors is absent or unable to exercise their rights and obligations, the person signing the application for registration of the change of legal representative is the person authorized by the Chairman of the Members' Council or the Chairman of the Board of Directors. In the case where there is no authorized member or the Chairman of the Members' Council or the Chairman of the Board of Directors dies, goes missing, is detained, is serving a prison sentence, is undergoing administrative measures at a compulsory rehabilitation facility, compulsory education facility, has escaped from their place of residence, is restricted or loses civil act capacity, has difficulties in cognition or self-control, or is prohibited by the court from holding a position, practicing a profession, or performing certain work, the person who signs the application for registration of change of legal representative is the one temporarily elected as the Chairman of the Members' Council or the Chairman of the Board of Directors in accordance with Clause 4 Article 56, Clause 3 Article 80, and Clause 4 Article 156 of the Law on Enterprises;
d) In the case where the owner of a single-member limited liability company is an individual who is detained, serving a prison sentence, undergoing administrative handling measures at a compulsory detoxification facility, a compulsory education facility, has limited or lost civil act capacity, or has difficulties in cognition or self-control, the authorized person or the representative specified in clauses 2 and 5 of Article 78 of the Enterprise Law is the one who signs the application for registration of changes to the legal representative.
3. In the case of changing the legal representative in accordance with the provisions of clause 6, Article 12 of the Enterprise Law, the dossier for registering the change of the legal representative includes the documents prescribed in clause 1 of this Article, in which a copy or the original of the resolution or decision of the Members' Council is replaced by a copy of the document confirming that the company's legal representative has died, gone missing, is under criminal investigation, is detained, is serving a prison sentence, is undergoing administrative sanction at a compulsory rehabilitation facility, compulsory education facility, has absconded, is restricted or has lost civil act capacity, has difficulty in cognition, self-control, or has been prohibited by the Court from holding a position, practicing a profession, or performing certain work. In this case, the person authorized to sign the application for registration of the change of legal representative is the remaining member of the company.
4. In cases where the enterprise registers to change the legal representative simultaneously with the registration for change, notification of changes in business registration content, updating or supplementing business registration information, and correcting business registration information, except in the case of registering a change of owner for a single-member limited liability company, the person authorized to sign the application for change of legal representative, the application, the notification of other content changes in the business registration dossier, or the power of attorney to carry out business registration procedures shall be the individual specified in Clauses 2 and 3 of this Article.
5. After receiving the business registration application, the provincial business registration authority shall issue a receipt for the application and schedule a time to return the results to the applicant. Within 03 working days from the date of receiving the business registration application, the provincial business registration authority shall review the validity of the application and issue the Business Registration Certificate to the enterprise in accordance with regulations; in case the application is not valid, the provincial business registration authority shall notify the enterprise in writing of the content that needs to be corrected or supplemented.
Article 44. Registration of changes in charter capital, contributed capital, and capital contribution ratio
1. In the case of a limited liability company, joint-stock company, or partnership registering a change in charter capital, the company shall submit an application for registration of the change in business registration contents to the provincial business registration authority where the company has its head office. The application dossier includes the following documents:
a) Application for registration of changes in enterprise registration content;
b) A copy or the original of the resolution or decision of the company owner for a single-member limited liability company; of the Members' Council for a multi-member limited liability company or a partnership; of the General Meeting of Shareholders for a joint-stock company regarding the change of charter capital;
c) A copy or the original of the minutes of the Members' Council meeting for a multi-member limited liability company regarding the change of charter capital;
d) The original or a copy of documents proving the capital contribution or share purchase that has been paid corresponding to the increased registered charter capital in the case of a company registering an increase in charter capital;
d) A copy of the document from the Investment Registration Authority approving the capital contribution, share purchase, or capital contribution purchase of foreign investors, or economic organizations with foreign investment capital in cases where the procedure for registering capital contribution, share purchase, or capital contribution purchase must be carried out in accordance with the provisions of the Investment Law.
2. In the case where a company registers a change in the capital contribution amount or the proportion of capital contribution of the members of a limited liability company with two or more members, or of the partners of a partnership company without changing the company members, the company shall submit the dossier for registration of changes to the business registration contents to the provincial Business Registration Authority where the company’s head office is located. The dossier includes the following documents:
a) Application for registration of changes in enterprise registration content;
b) List of members of a limited liability company with two or more members; list of members of a partnership company, which does not include declarations about capital-contributing members. The lists must include the signatures of members whose capital contributions have changed, and it is not required to include the signatures of members whose capital contributions have not changed;
c) The transfer contract or documents proving the completion of the transfer in the case of transferring capital contributions; the donation contract in the case of donating capital contributions;
d) A copy of the document from the Investment Registration Authority approving the capital contribution, share purchase, or purchase of capital contribution of foreign investors or economic organizations with foreign investment in cases where capital contribution registration procedures, share purchase, or purchase of capital contribution must be carried out in accordance with the Investment Law.
3. In the case that the General Meeting of Shareholders approves the offering of shares in multiple rounds to increase charter capital, and at the same time authorizes the Board of Directors to carry out the procedure for registering an increase in charter capital after the end of each round of share offering, the registration dossier for increasing charter capital must include the following documents:
a) Application for registration of changes in enterprise registration content;
b) A copy or the original of the resolution of the General Meeting of Shareholders on the share offering to increase charter capital, specifying the number of shares offered and authorizing the Board of Directors to carry out the procedure for registering an increase in charter capital after the end of each round of share offering;
c) A copy or the original of the resolution or decision of the Board of Directors of the joint-stock company on the registration for increasing the company's charter capital after the end of each round of share offering;
d) A copy of the document from the Investment Registration Authority approving the capital contribution, share purchase, or purchase of capital contribution of foreign investors or economic organizations with foreign investment in cases where capital contribution registration procedures, share purchase, or purchase of capital contribution must be carried out in accordance with the Investment Law.
4. In the case of a reduction of charter capital, the enterprise must commit to ensuring the full payment of debts and other asset obligations after the reduction of capital. In the case of a limited liability company with two or more members reducing charter capital in accordance with points a and b, clause 3, Article 68 of the Enterprise Law, the registration dossier for capital reduction must be accompanied by the most recent financial statements at the time of the decision to reduce charter capital.
5. After receiving the business registration application, the provincial business registration authority shall issue a receipt for the application and schedule a time to return the results to the applicant. Within 03 working days from the date of receiving the business registration application, the provincial business registration authority shall review the validity of the application and issue the Business Registration Certificate to the enterprise in accordance with regulations; in case the application is not valid, the provincial business registration authority shall notify the enterprise in writing of the content that needs to be corrected or supplemented.
Article 45. Registration of changes in members of a limited liability company with two or more members
1. In the case of a change of members due to the admission of new members that leads to an increase in the company's charter capital, or the admission of new members because the Members' Council sells the portion of uncontributed capital in accordance with point c, clause 3, Article 47 of the Enterprise Law, the company shall submit the registration dossier for changes in enterprise registration to the provincial business registration authority where the company has its head office. The dossier includes the following documents:
a) Application for registration of changes in enterprise registration content;
b) List of members of a limited liability company with two or more members. The list of members must include the signatures of the new member and the member whose capital contribution has changed, it is not required to have the signature of the member whose capital contribution has not changed;
c) A copy or the original of the resolution or decision of the Members' Council on the change of members;
d) Documents proving the capital contribution of the new member of the company;
d) A copy of the organization's legal documents and a copy of the document appointing a representative by authorization in case the new member is an organization.
For members that are foreign organizations, a copy of the organization's legal documents must be consular legalized;
e) A copy of the document from the investment registration authority approving the capital contribution, purchase of shares, or purchase of capital contributions of foreign investors or economic organizations with foreign investment capital, in cases where it is required to perform procedures for capital contribution, share purchase, or purchase of capital contributions according to the provisions of the Investment Law.
2. In cases of member change due to the transfer of capital contributions, the dossier includes the following documents:
a) Application for registration of changes in enterprise registration content;
b) List of members of a limited liability company with two or more members. The list of members must include the signatures of the new member and the member whose capital contribution has changed, it is not required to have the signature of the member whose capital contribution has not changed;
c) Transfer contract or documents proving the completion of the transfer;
d) A copy of the organization's legal documents and a copy of the document appointing a representative by authorization if the new member is an organization.
For members that are foreign organizations, a copy of the organization's legal documents must be consular legalized;
d) A copy of the document from the Investment Registration Authority approving the capital contribution, share purchase, or capital contribution purchase of foreign investors, or economic organizations with foreign investment capital in cases where the procedure for registering capital contribution, share purchase, or capital contribution purchase must be carried out in accordance with the provisions of the Investment Law.
3. In cases of member change due to inheritance, the dossier includes the following documents:
a) Application for registration of changes in enterprise registration content;
b) List of members of a limited liability company with two or more members. The list of members must include the signatures of the new member and the member whose capital contribution has changed, it is not required to have the signature of the member whose capital contribution has not changed;
c) A copy of the document confirming the legal inheritance rights of the heir;
d) A copy of the organization's legal documents and a copy of the document appointing a representative by authorization if the heir is an organization.
For members that are foreign organizations, a copy of the organization's legal documents must be consular legalized;
d) A copy of the document from the Investment Registration Authority approving the capital contribution, share purchase, or capital contribution purchase of foreign investors, or economic organizations with foreign investment capital in cases where the procedure for registering capital contribution, share purchase, or capital contribution purchase must be carried out in accordance with the provisions of the Investment Law.
4. In the case of changing members due to members not yet contributing capital as committed according to point a, clause 3, Article 47 of the Enterprise Law, the registration dossier includes the following documents:
a) Application for registration of changes in enterprise registration content;
b) List of the remaining members of the company. The list of members must include the signature of members whose capital contributions change, it is not required to have the signature of members whose capital contributions do not change;
c) A copy or the original of the resolution or decision of the Members' Council on the change of members;
d) A copy of the document from the Investment Registration Authority approving the capital contribution, share purchase, or purchase of capital contribution of foreign investors or economic organizations with foreign investment in cases where capital contribution registration procedures, share purchase, or purchase of capital contribution must be carried out in accordance with the Investment Law.
5. Case of changing members due to the donation of capital contribution
(a) In the case where the person receiving the donated capital contribution falls under the subjects specified in Point a, Clause 6, Article 53 of the Enterprise Law, the enterprise registration dossier includes the documents prescribed in Clause 2 of this Article, in which the transfer contract or documents proving the completion of the transfer are replaced by the donation contract for the capital contribution;
b) In cases where the person receiving the contribution is subject to the provisions at point b, clause 6, Article 53 of the Law on Enterprises, the enterprise registration dossier includes the documents specified in clause 1 of this Article, in which the document proving the capital contribution of the new member of the company is replaced by the donation contract of the capital contribution.
6. In cases of changing members when a member uses their capital contribution to repay debts
a) In the case where a company registers a change of members because a member uses their capital contribution to repay a debt and the payee is approved by the Members' Council to become a company member according to point a, clause 7, Article 53 of the Enterprise Law, the enterprise registration dossier includes the documents prescribed in clause 1 of this Article, in which the documents proving the capital contribution of the new company member are replaced by a copy or the original of the agreement between the member and the payee on the use of the capital contribution to repay the debt;
b) In the case where a company registers a change of members because a member uses their contributed capital to repay a debt and the recipient of the payment uses that contributed capital to offer and transfer it to another according to point b, clause 7, Article 53 of the Enterprise Law, the business registration dossier includes the documents prescribed in clause 2 of this Article, along with a copy or the original of the agreement between the member and the recipient of the payment on the use of the contributed capital to repay the debt.
7. In the case of a change of members due to the company purchasing a member's capital contribution in accordance with Article 51 of the Law on Enterprises, the enterprise registration dossier includes the following documents:
a) Application for registration of changes in enterprise registration content;
b) List of members of a limited liability company with two or more members. The list of members must include the signatures of members whose capital contributions have changed, it is not required to have the signatures of members whose capital contributions have not changed;
c) A copy or the original of the purchase contract of the capital contribution;
d) A copy of the document from the Investment Registration Authority approving the capital contribution, share purchase, or purchase of capital contribution of foreign investors or economic organizations with foreign investment in cases where capital contribution registration procedures, share purchase, or purchase of capital contribution must be carried out in accordance with the Investment Law.
8. In the case of a change of members due to the company having organizational members that divide, separate, merge, or consolidate, the enterprise registration dossier includes the following documents:
a) The documents specified in Clause 1 of this Article;
b) The documents specified in Point b, Clause 1, Article 25 of this Decree in the case of a company division;
c) The documents specified in Point b, Clause 2, Article 25 of this Decree in the case of a company separation;
d) The documents specified in Point a, Clause 2, Article 55 of this Decree in the case of a company merger;
d) The documents specified in Point b, Clause 3, Article 25 of this Decree in the case of a company consolidation.
The resolution or decision on division or separation, the merger agreement, or the company consolidation agreement must reflect the transfer of the contributed capital in the company to the new member.
9. After receiving the enterprise registration dossier, the provincial business registration agency shall issue a receipt for the dossier and schedule a date for returning the results to the applicant. Within 03 working days from the date of receiving the enterprise registration dossier, the provincial business registration agency shall review the validity of the dossier and issue the Enterprise Registration Certificate to the enterprise as prescribed; in case the dossier is not valid, the provincial business registration agency shall notify in writing the content that needs to be amended or supplemented for the enterprise.
Article 46. Registration of change of owner of a single-member limited liability company
1. In the case where the company owner transfers all charter capital to an individual or an organization, the transferee must submit an application to register changes to the business registration content to the provincial business registration authority where the company has its head office. The application dossier includes the following documents:
a) Application for registration of change of owner of a single-member limited liability company signed by the former owner if an individual, or by the legal representative of the owner if an organization, and by the new owner if an individual, or by the legal representative of the owner if an organization;
b) A copy of the legal documents of the organization and a copy of the document appointing an authorized representative in case the transferee is an organization.
For owners who are foreign organizations, a copy of the organization's legal documents must be consular legalized;
c) The capital contribution transfer contract or documents proving the completion of the transfer;
d) A copy of the document from the Investment Registration Authority approving the capital contribution, share purchase, or purchase of capital contribution of foreign investors or economic organizations with foreign investment in cases where capital contribution registration procedures, share purchase, or purchase of capital contribution must be carried out in accordance with the Investment Law.
2. In the case of a change of owner of a single-member limited liability company according to the decision of the competent authority on the arrangement or renovation of state-owned enterprises, the registration dossier for the change shall be carried out in accordance with the provisions in clause 1 of this Article, in which the transfer contract or documents proving the completion of the transfer are replaced by the decision of the competent authority regarding the change of the company's owner.
3. In the case where a single-member limited liability company changes its owner due to inheritance, the heir shall submit a dossier for registration of changes to the business registration content to the provincial Business Registration Authority where the company has its head office. The dossier includes the following documents:
a) An application for changing the owner of the single-member limited liability company signed by the new individual owner or the legal representative of the new organizational owner;
b) A copy of the legal documents of the organization and a copy of the authorization document appointing the representative in case the heir is an organization.
For owners who are foreign organizations, a copy of the organization's legal documents must be consular legalized;
c) A copy of the document confirming the legal inheritance rights of the heir;
d) A copy of the document from the Investment Registration Authority approving the capital contribution, share purchase, or purchase of capital contribution of foreign investors or economic organizations with foreign investment in cases where capital contribution registration procedures, share purchase, or purchase of capital contribution must be carried out in accordance with the Investment Law.
4. In the case of changing the owner of a single-member limited liability company through a donation contract, the enterprise registration file includes the documents prescribed in Clause 1 of this Article, in which the transfer contract or the documents proving the completion of the transfer are replaced by the donation contract of the capital contribution.
5. In the case of changing the owner of a single-member limited liability company because the owner company is an organization that splits, separates, merges, or consolidates a company, the enterprise registration file includes the documents prescribed in Clause 1 of this Article, in which the capital contribution transfer contract or the documents proving the completion of the capital contribution transfer are replaced by the following documents:
a) The documents prescribed at point b, Clause I, Article 25 of this Decree in the case of company division;
b) The documents prescribed at point b, Clause 2, Article 25 of this Decree in the case of company separation;
c) The documents specified in point a, clause 2, Article 55 of this Decree in the case of company merger;
d) The documents prescribed in point b, clause 3, Article 25 of this Decree in the case of company merger.
6. In cases of registering a change of the owner of a single-member limited liability company while simultaneously registering a change of the legal representative or registering a change in the business registration contents, notifying changes in the business registration contents, updating, supplementing business registration information, correcting business registration information, the person authorized to sign the application or notification in the business registration dossier includes:
a) The person authorized to sign the application for registration of changes in the owner of a one-member limited liability company shall carry out according to the provisions at point a, Clause 1 of this Article.
In the case that the owner is an individual who dies, the person authorized to sign the application for registration of change of owner of a single-member limited liability company shall act in accordance with the provisions at point a, clause 3 of this Article;
b) The person authorized to sign the power of attorney to carry out business registration procedures and the application for registration of change of legal representative, the application, and the notice of other changes in the business registration dossier is the new owner being an individual or the legal representative of the new owner being an organization.
7. After receiving the business registration dossier, the provincial business registration authority shall issue a receipt for the dossier and schedule a date to return the results to the applicant. Within 3 working days from the date of receipt of the business registration dossier, the provincial business registration authority shall review the validity of the dossier and issue the Business Registration Certificate to the enterprise as prescribed; in case the dossier is not valid, the provincial business registration authority shall notify in writing the contents that need to be amended or supplemented for the enterprise.
Article 47. Registration of changes of the owner of a private enterprise in the case of sale, donation to another enterprise, or the death of the owner.
1. In the case where the owner of a private enterprise sells or gifts the enterprise, or the owner of a private enterprise dies, the buyer, the recipient of the gift, or the heir must submit an application for the change of the private enterprise owner to the provincial Business Registration Authority where the enterprise has its head office. The application dossier includes the following documents:
a) Application for registration of change of the private enterprise owner;
b) Sale contract or liquidation minutes of the sale contract in the case of selling a private enterprise; gift contract in the case of gifting a private enterprise; a copy of the document confirming the lawful inheritance rights of the heir in the case of inheritance.
2. After receiving the business registration dossier, the provincial business registration authority issues a receipt for the dossier and schedules a date to return the results to the applicant. Within 03 working days from the date of receiving the business registration dossier, the provincial business registration authority reviews the validity of the dossier and issues the Business Registration Certificate to the enterprise as prescribed; in case the dossier is not valid, the provincial business registration authority notifies in writing the content that needs to be amended or supplemented for the enterprise.
Article 48. Registration of change in the investment capital of the private enterprise owner
1. In cases of increasing or decreasing the registered investment capital, the owner of a private enterprise must send an application for changing the investment capital to the provincial Business Registration Authority where the enterprise’s head office is located.
2. After receiving the enterprise registration dossier, the provincial Business Registration Authority shall issue a receipt for the dossier and schedule a date to return the result to the applicant. Within 01 working day from the date of receiving the enterprise registration dossier, the provincial Business Registration Authority shall check the validity of the dossier and issue the Enterprise Registration Certificate to the enterprise in accordance with regulations; if the dossier is not valid, the provincial Business Registration Authority shall notify in writing the content that needs to be amended or supplemented to the enterprise.
Article 49. Notification of change in business sector and line of business
1. In cases of changing the business sector or industry, the enterprise shall send the notification dossier to the provincial Business Registration Authority where the enterprise has its headquarters. The enterprise registration dossier includes the following documents:
a) Notification of changes in enterprise registration contents;
b) A copy or the original of the resolution or decision of the company owner for a single-member limited liability company; of the Members' Council for a limited liability company with two or more members, a partnership; of the General Meeting of Shareholders for a joint-stock company regarding the change of the enterprise's business lines.
2. After receiving the business registration application, the provincial business registration agency issues a receipt for the application and sets a date to return the results to the applicant. Within 03 working days from the date of receiving the application, the provincial business registration agency reviews the validity of the application and examines the market access conditions for sectors and trades that are restricted for foreign investors under investment law, updates information on the business sectors and trades of the enterprise in the National Business Registration Database; if the application is not yet valid, the provincial business registration agency notifies in writing the content that needs to be amended or supplemented for the enterprise. If the enterprise requests, the provincial business registration agency issues a Certificate regarding the change of business registration content for the enterprise.
Article 50. Notification of changes in the information of founding shareholders of a joint-stock company that is not a listed company or a company registering to trade securities
1. Founding shareholders stipulated in Clause 4, Article 4 of the Enterprise Law are shareholders who own at least one common share and sign in the list of founding shareholders submitted to the provincial business registration authority at the time of enterprise establishment registration.
2. Notification of changes in the information of founding shareholders to the provincial business registration authority is only carried out in the case where the founding shareholder has not paid or has only partially paid the number of shares registered for purchase in accordance with Article 113 of the Enterprise Law. Enterprises are responsible for notifying changes in the information of founding shareholders within 30 days from the date on which the period for full payment of the registered shares ends.
3. In cases of changes in the information of founding shareholders as prescribed in Clause 2 of this Article, the company shall submit the dossier of notification of changes to the enterprise registration contents to the provincial Business Registration Authority where the company has its head office. The dossier includes the following documents:
a) Notification of changes in enterprise registration contents;
b) List of the founding shareholders of the joint-stock company, which does not include information about founding shareholders who have not paid for the shares they registered to buy.
4. After receiving the business registration application, the provincial business registration authority shall issue a receipt for the application and schedule a date to return the results to the applicant. Within 03 working days from the date of receiving the application, the provincial business registration authority shall review the validity of the application, update information of the founding shareholders in the national business registration database; in case the application is not valid, the provincial business registration authority shall notify in writing the contents that need to be amended or supplemented for the business. If the business requests, the provincial business registration authority shall issue a Certificate on the change of business registration contents for the business.
Article 51. Notification on the change of shareholders being foreign investors of joint-stock companies that are not listed companies and companies registered for stock trading.
1. In the case where a joint-stock company is not a listed company and a company registered to trade securities changes its shareholders to foreign investors in accordance with clause 3, Article 31 of the Enterprise Law, the enterprise must submit a dossier notifying the change of business registration content to the provincial Business Registration Authority where the enterprise has its headquarters. The dossier includes the following documents:
a) Notification of changes in enterprise registration contents;
b) A list of shareholders who are foreign investors after the change. The list of foreign investor shareholders must include the signatures of shareholders whose share value has changed; it is not required to have the signatures of shareholders whose share value has not changed;
Amended and supplemented provisions:
c) The share transfer contract or documents proving the completion of the transfer in the case of a share transfer; documents proving the capital contribution in the case where the shareholder is a foreign investor purchasing privately offered shares;
d) A copy of the organization's legal documents and a copy of the document appointing a representative by authorization in case the new shareholder is an organization.
For shareholders that are foreign organizations, a copy of the organization's legal documents must be consular legalized;
d) A copy of the document from the Investment Registration Authority approving the capital contribution, share purchase, or capital contribution purchase of foreign investors, or economic organizations with foreign investment capital in cases where the procedure for registering capital contribution, share purchase, or capital contribution purchase must be carried out in accordance with the provisions of the Investment Law.
2. After receiving the business registration dossier, the provincial business registration authority issues a receipt for the dossier and sets a date to return the results to the applicant. Within 03 working days from the date of receipt of the dossier, the provincial business registration authority considers the validity of the dossier, updates information on shareholders who are foreign investors in the National Business Registration Database; in case the dossier is not valid, the provincial business registration authority notifies the enterprise in writing of the contents that need to be amended or supplemented. If the enterprise requests, the provincial business registration authority issues a Certificate of change in the contents of business registration to the enterprise.
Article 52. Notification of changes in information about the beneficial owners of the enterprise and notification of information to determine the beneficial owners.
1. Within 10 days from the date of change in information about the beneficial owner of the enterprise or the ownership ratio declared to the provincial business registration authority as prescribed in Clause 1, Clause 2, Article 18 of this Decree, the enterprise shall notify the provincial business registration authority. The dossier includes the following documents:
a) Notification of changes in enterprise registration contents;
b) List of the beneficial owners of the enterprise.
After receiving the application, the provincial business registration agency issues a receipt for the application and schedules the result delivery, updating the data into the National Business Registration Information System within 01 working day from the date of receiving a valid application. In case the enterprise requires, the provincial business registration agency issues a Certification of Change in Enterprise Registration Information for the enterprise.
2. Within 10 days from the date of change of shareholders or shareholder information as prescribed in Clause 3, Article 18 of this Decree, the joint stock company shall notify the provincial business registration authority, except for listed companies and companies registered for securities trading. The dossier includes the following documents:
a) Notification of changes in enterprise registration contents;
b) List to identify the beneficial owners of the enterprise.
Within 01 working day from the date of receipt of the dossier, the provincial business registration authority updates the information into the National Business Registration Database.
Article 53. Notification of changes in tax registration content
1. In case the enterprise changes the content of tax registration without changing the business registration content, the enterprise shall send a notice of change in business registration content to the provincial business registration authority where the enterprise has its head office.
Amended and supplemented provisions:
2. After receiving the notice, the provincial business registration authority shall issue a receipt of the dossier and schedule the delivery of the result to the submitter. Within 03 working days from the date of receipt of the dossier, the provincial business registration authority shall review the validity of the dossier and enter data into the System.
National information on business registration and transmission of information to the Tax Registration Information System; in case the application is not valid, the provincial business registration authority shall notify in writing the content that needs to be amended or supplemented to the enterprise. In case the enterprise requires, the provincial business registration authority shall issue a Certificate regarding the change of enterprise registration content to the enterprise.
Article 54. Notification of change of information of shareholders who are foreign investors, notification of leasing a private enterprise, notification of change of authorized representative of the owner, members of a limited liability company that is an organization, shareholders that are foreign organizations.
1. Within 03 working days after receiving information or changes in information regarding the full name, nationality, passport number, contact address, number of shares, and type of shares of shareholders who are foreign individuals; the name, business registration number, principal office address, number of shares, and type of shares of shareholders who are foreign organizations, and the full name, nationality, passport number, contact address of the authorized representative of shareholders who are foreign organizations, joint-stock companies that are not listed companies, and companies registering securities trading must send a notice to supplement and update the business registration information to the provincial business registration authority where the enterprise has its principal office, in accordance with clause 3, Article 176 of the 2020 Enterprise Law, amended and supplemented in 2025.
2. Within 03 working days from the effective date of the contract to lease the entire private enterprise, the owner of the private enterprise must send a notice of leasing the private enterprise accompanied by a notarized copy of the lease contract to the provincial-level Business Registration Authority where the enterprise’s head office is located, in accordance with the provisions of Article 191 of the Enterprise Law.
Provisions repealed
3. Within 10 days from the date of a change in the authorized representative or information about the authorized representative of the owner, a limited liability company member that is an organization must send a notice of change in enterprise registration content and the list of authorized representatives to the provincial-level Business Registration Authority where the enterprise’s head office is located.
4. After receiving the enterprise registration application as prescribed in Clauses 1, 2, and 3 of this Article, the provincial business registration agency shall issue a receipt for the application and schedule a date for returning the result to the applicant. Within 03 working days from the date of receipt of the application, the provincial business registration agency shall examine the validity of the application, update the enterprise's information in the national enterprise registration database; in case the application is not valid, the provincial business registration agency shall notify the enterprise in writing of the content that needs to be amended or supplemented. If the enterprise requests, the provincial business registration agency shall issue a Certificate of change in enterprise registration content to the enterprise.
Article 55. Registration of change in enterprise registration content for a company that is separated, or a company that is merged.
1. In the case of separating a limited liability company or a joint-stock company where the separated company changes its charter capital, the number of members, or shareholders who are foreign investors corresponding to the contributed capital, shares, and the number of members or shareholders who are foreign investors decreases, the dossier for registering changes in the business registration contents of the separated company must include the relevant documents prescribed in this Chapter and the documents prescribed in point b, clause 2, Article 25 of this Decree.
2. In the case of merging one or more companies into another company, the dossier for registering changes in the business registration contents of the merged company must include the relevant documents prescribed in this Chapter and the following documents:
a) The merger contract as prescribed in Article 201 of the Enterprise Law;
b) Copies or originals of the following documents: resolutions or decisions of the company owner for a single-member limited liability company; resolutions or decisions of the Members' Council for a limited liability company with two or more members, partnership company; of the General Meeting of Shareholders for a joint-stock company regarding the approval of the merger contract of the receiving company;
c) Copies or originals of the following documents: resolutions or decisions of the company owner for a single-member limited liability company; resolutions or decisions of the Members' Council for a limited liability company with two or more members, partnership company; of the General Meeting of Shareholders for a joint-stock company regarding the approval of the merger contract of the company being merged.
3. After receiving the enterprise registration dossier, the provincial business registration agency shall issue a receipt for the dossier and set a date to return the results to the applicant. Within 03 working days from the date of receipt of the dossier, the provincial business registration agency shall examine the validity of the dossier and issue the Enterprise Registration Certificate, the Confirmation of Change in Enterprise Registration Content to the enterprise; in case the dossier is not valid, the provincial business registration agency shall notify in writing the content that needs to be amended or supplemented to the enterprise.
Article 56. Registration for changes in the registration content of branch operations, representative offices, business locations.
1. In the case of changes to the registered activities of a branch, representative office, or business location, the enterprise shall perform the procedure for registering changes with the provincial Business Registration Authority where the branch, representative office, or business location is situated within 10 days from the date of the change.
2. In the case of changing the address of a branch, representative office, or business location, the enterprise shall send the registration dossier for the change to the provincial Business Registration Authority where the branch, representative office, or business location intends to move to.
3. In the case that the enterprise changes the address of a branch or representative office, resulting in a change of the tax authority managing the taxpayer, the enterprise must carry out the procedures with the Tax Authority related to the location transfer in accordance with tax law before registering the change of branch or representative office address with the provincial Business Registration Authority.
4. The registration dossier for changes includes the application for registration to change the contents of the registration of branch activities, representative office, and business location.
Amended and supplemented provisions:
5. After receiving the registration dossier from the enterprise, the provincial business registration authority issues a receipt for the dossier and schedules the result return for the submitter. Within 3 working days from the date of receiving the dossier, the provincial business registration authority is responsible for examining the validity of the dossier, issuing the Certificate of Registration for branch activities, representative office, Certificate of Registration for business location, or Confirmation of changes to the contents of registration of branch activities, representative office, and business location if the enterprise requests; in cases where the dossier is not valid, the provincial business registration authority shall notify in writing the contents that need to be amended or supplemented for the enterprise and clearly state the reasons.
6. After a limited liability company is converted into a joint-stock company and vice versa, or a private enterprise is converted into a limited liability company, joint-stock company, or partnership company, the branches, representative offices, and business locations of the aforementioned enterprises shall register to change the content of their business registration in accordance with the provisions of this Article.
Article 57. Notification for updating and supplementing information in the business registration dossier
1. In the case where an enterprise updates or supplements information about the title, personal information of the legal representative, and other information in the enterprise registration dossier that does not fall under the cases of registering changes or notifying changes in the contents of enterprise registration as prescribed from Article 40 to Article 55 of this Decree, the enterprise shall send a notification to update, supplement information to the provincial-level Business Registration Authority where the enterprise's head office is located.
After receiving the business registration dossier, the provincial business registration agency issues a receipt for the dossier and schedules a date to return the results to the applicant. Within 01 working day from the date of receipt of the dossier, the provincial business registration agency reviews the validity of the dossier, updates the information in the National Business Registration Database; in case the dossier is not valid, the provincial business registration agency notifies the business in writing of the content that needs to be amended or supplemented.
In cases where an enterprise updates or supplements the information on the Enterprise Registration Certificate, the provincial business registration authority shall issue a new certificate to the enterprise.
2. In cases where changes in administrative boundaries result in a change of the enterprise's head office address, branch addresses, representative office, or business location, the enterprise is not required to carry out the procedure of registering the address change with the provincial business registration authority. The enterprise sends a notification requesting the supplementation or updating of information to the provincial business registration authority to have the Enterprise Registration Certificate, the Branch or Representative Office Operation Registration Certificate, or the Business Location Registration Certificate updated with the new address information when needed or when registering changes, or notifying changes in enterprise registration contents.
3. Enterprises are not required to pay the enterprise registration fee and the fee for publishing the contents of enterprise registration in cases where the enterprise updates or supplements information such as:
a) Telephone number, fax number, email, website of the enterprise;
b) Address of the enterprise's head office and the address of branches, representative offices, business locations due to changes in administrative boundaries;
c) In case the enterprise updates or supplements information in the enterprise registration dossier without changing the content of the Enterprise Registration Certificate, the Certificate of Registration for Branches or Representative Offices, the Certificate of Registration of Business Locations, and not belonging to the cases of notification of changes stipulated from Article 49 to Article 54 of this Decree.
Article 58. Enterprise registration dossier in case the enterprise passes a resolution or decision in the form of collecting opinions in writing
In the case that the Members' Council of a limited liability company or the General Meeting of Shareholders, the Board of Directors of a joint-stock company adopts a resolution or decision in the form of taking opinions in writing in accordance with the provisions of the Law on Enterprises, a copy or the original of the meeting minutes in the enterprise registration dossier specified in this Decree shall be replaced by a copy or the original of the report on the voting results of the Members' Council for a limited liability company or the voting minutes of the Board of Directors, the General Meeting of Shareholders for a joint-stock company.
Article 59. Cases in which the provincial business registration agency refuses to grant enterprise registration
1. The provincial business registration agency shall refuse to grant enterprise registration if it falls into one of the following cases:
a) The enterprise has been notified by the provincial business registration authority about violations of the enterprise that fall under the case of revocation of the Enterprise Registration Certificate or has had a decision to revoke the Enterprise Registration Certificate issued;
b) The enterprise is in the process of dissolution according to the enterprise's decision;
c) The enterprise is in the legal status of "Not operating at the registered address".
2. The provincial business registration authority shall continue to handle enterprise registration procedures in the cases specified in Clause 1 of this Article when:
a) The enterprise has taken remedial measures to address violations as required in the notice of the enterprise's violation subject to the revocation of the Enterprise Registration Certificate and has been approved by the provincial Business Registration Authority, or the Enterprise Registration Certificate has been restored after a decision to revoke the Enterprise Registration Certificate;
b) The enterprise must register changes in the enterprise registration content to facilitate the dissolution of the enterprise in accordance with regulations. In this case, the change registration dossier must be accompanied by a written explanation from the enterprise on the reason for the change registration and be approved by the provincial Business Registration Authority;
c) The enterprise is no longer in the legal status of "Not operating at the registered address".
3. In cases where the Court; the Enforcement Agency; the Investigation Agency, the Head, Deputy Head of the Investigation Agency, or the Investigator as prescribed in the Criminal Procedure Code request in writing that the enterprise should not carry out one or several business registration procedures, the provincial business registration authority shall refuse to issue business registration when the enterprise carries out that procedure until there is a written approval from the aforementioned organizations or individuals allowing the continuation of the business registration procedure.
Chapter VI. DOCUMENTS, ORDER, PROCEDURES FOR NOTIFYING TEMPORARY SUSPENSION OF BUSINESS, RE-ISSUANCE OF BUSINESS REGISTRATION CERTIFICATE, DISSOLUTION OF ENTERPRISE, REVOCATION OF BUSINESS REGISTRATION CERTIFICATE
Article 60. Notification of temporary suspension of business, resumption of business before the notified deadline for enterprises, branches, business locations; notification of temporary suspension of operations, resumption of operations before the notified deadline for representative offices.
Amended and supplemented provisions:
1. In the case that an enterprise, branch, or business location temporarily suspends operations or continues business before the notified time, or a representative office temporarily suspends or continues operations before the notified time, the enterprise must send the notification dossier to the provincial business registration authority where the enterprise, branch, representative office, or business location is headquartered no later than 03 working days before the date of temporary suspension, temporary cessation, or continuation of business or operations before the notified time. In the case that an enterprise, branch, or business location wishes to continue temporarily suspending business, or a representative office wishes to continue temporarily suspending operations after the notified period has ended, it must send a temporary suspension notification dossier to the provincial business registration authority no later than 03 working days before the date of continued temporary suspension. The suspension period of each notification must not exceed 12 months.
2. The dossier for notifying temporary suspension of business for enterprises, branches, business locations, and temporary suspension of operations for representative offices includes the following documents:
Amended and supplemented provisions:
a) Notification of temporary suspension of business, temporary suspension of operations;
b) A copy or the original of the resolution or decision of the company owner for a single-member limited liability company; of the Members' Council for a limited liability company with two or more members, a partnership company; of the Board of Directors for a joint-stock company regarding the temporary suspension of business in the case of a notice of temporary business suspension by the enterprise.
3. The dossier for the notice of business resumption or continuation of operations before the notified time of the enterprise, branch, representative office, or business location includes the notice of business resumption or continuation of operations before the notified time.
4. After receiving the notification dossier, the provincial business registration agency shall issue a receipt for the dossier and schedule the result issuance for the applicant. Within 01 working day from the date of receiving the dossier, the provincial business registration agency shall examine the validity of the dossier and issue a certificate regarding the enterprise, branch, representative office, or business location notifying temporary suspension of business operations, temporary suspension of activities, or a certificate regarding the enterprise, branch, representative office, or business location notifying resumption of business or activities prior to the notified date; in case the dossier is not valid, the provincial business registration agency shall notify in writing the content that needs to be amended or supplemented to the enterprise.
5. In the case where an enterprise notifies a temporary suspension of business, the provincial business registration authority shall update the legal status of the enterprise and its branches, representative offices, and business locations that are in the status of "Operating" to "Temporarily Suspended, Inactive".
Supplementary provisions
6. The enterprise may notify of resuming business before the previously notified period, simultaneously with the notification of resuming business, and resuming operations before the previously notified period for its branches, representative offices, and business locations. The provincial business registration authority shall update the legal status of the enterprise along with the legal status of its branches, representative offices, and business locations in the National Business Registration Database.
Article 61. Temporary suspension of business, suspension of activities, termination of business at the request of the competent state authority
1. Within 03 working days from the date the provincial business registration authority receives a document from the competent state agency regarding an enterprise engaging in sectors and trades subject to conditional business investment, sectors and trades with conditional market access for foreign investors but not meeting the conditions under the law, the provincial business registration authority shall issue a notice requiring the enterprise to temporarily suspend or cease business in sectors and trades subject to conditional business investment, sectors and trades with conditional market access for foreign investors. In case the enterprise does not temporarily suspend or cease business in sectors and trades subject to conditional business investment, sectors and trades with conditional market access for foreign investors as required, the provincial business registration authority shall request the enterprise to report in accordance with point c, clause 1, Article 216 of the Enterprise Law.
Supplementary provisions
2. Within 03 working days from the date the provincial business registration authority receives documents from the competent state agency regarding an enterprise being required by the competent state agency to temporarily suspend business, cease operations, terminate business, or having completed a penalty, or having complied with judicial measures as prescribed by specialized law, the provincial business registration authority shall update the information into the National Business Registration Database and publish it on the National Business Registration Portal.
Article 62. Re-issuance of the Enterprise Registration Certificate, Certificate confirming changes in enterprise registration content
In cases where the enterprise has been issued a paper version of the Enterprise Registration Certificate, Confirmation of changes in enterprise registration information, Certificate of registration for branch or representative office operations, Certificate of registration for business location, Confirmation of changes in branch, representative office, or business location registration information, and needs to have these documents reissued due to loss, fire, tearing, destruction, or other forms of damage, the enterprise shall send a written request for reissuance to the provincial business registration authority where the enterprise, branch, representative office, or business location is headquartered. The provincial business registration authority shall consider reissuing the documents within 01 working day from the date of receipt of the written request.
Article 63. Handling cases of non-compliance with regulations on dossiers, procedures, or content declared in dossiers that are dishonest or inaccurate
1. In case a provincial-level business registration authority carries out business registration procedures not in accordance with regulations on dossiers, procedures, or formalities, the provincial-level business registration authority shall notify the enterprise and at the same time redo the business registration procedures in accordance with regulations. The provincial-level business registration authority is legally responsible for carrying out and redoing the business registration procedures that were not in accordance with regulations.
2. Handling of dishonest or inaccurate content declared in business registration dossiers shall be done as follows:
a) In case the information declared in the application for establishing an enterprise, the application for registering the operation of a branch, representative office, or the notice of setting up a business location is not truthful or inaccurate, the provincial business registration authority issues a notification that the Enterprise Registration Certificate, Branch or Representative Office Registration Certificate, or Business Location Registration Certificate issued based on the application containing untruthful or inaccurate information is invalid, and simultaneously publishes the notification on the National Business Registration Portal. The provincial business registration authority notifies the tax authority and the competent state agencies about the enterprise's submission of untruthful or inaccurate applications to coordinate management and handle according to the provisions of law.
The provincial business registration authority requires the enterprise to submit a new dossier instead of the original enterprise establishment registration dossier, branch or representative office operation registration dossier, or notification of business location establishment that is declared untruthfully or inaccurately within 30 days from the date of issuance of the notice to be considered for the issuance of an Enterprise Registration Certificate, Branch or Representative Office Operation Registration Certificate, or Business Location Registration Certificate. The enterprise may consolidate the lawful changes from multiple change registrations into one dossier to be issued a new consolidated change registration. In case the enterprise does not submit the dossier, the provincial business registration authority requires the enterprise to report in accordance with the provisions of Clause 5, Article 21 of this Decree.
b) In the case where the declared content in the application for changes to the registration of business content, branches, representative offices, business locations, or notifications of changes to business registration content is not honest or inaccurate, the provincial business registration authority shall notify the tax management agency and competent state authorities to coordinate management and handle according to the provisions of law. The provincial business registration authority issues a notice that the Enterprise Registration Certificate, the Branch and Representative Office Registration Certificate, the Business Location Registration Certificate, and the Certificate of Confirmation of Changes in enterprise registration, branch or representative office registration, business location registration granted based on the change registration dossier, with announced changes containing untruthful or inaccurate declarations, are invalid, and simultaneously posts the notice on the National Business Registration Portal. The provincial business registration authority issues the Enterprise Registration Certificate, the Branch and Representative Office Registration Certificate, the Business Location Registration Certificate, and the Confirmation of Changes in Enterprise Registration, Branch, Representative Office, and Business Location Registration based on a valid dossier immediately following the previous dossier that was declared dishonestly and inaccurately.
Enterprises can combine the legal changes of the registration dossier for changes that contain untruthful or inaccurate declarations and subsequent change registrations or change notifications into a single dossier to be granted a single change registration and confirmation of the new changes;
c) In cases where the declared information is not honest or accurate and involves multiple provincial business registration authorities, the provincial business registration authority where the enterprise has its headquarters shall handle the approved changes based on the declared information that is not honest or accurate within its authority, and at the same time, notify the relevant tax authority of the handling results for tax management and monitoring. The provincial business registration authority to which the enterprise moves shall transfer the enterprise information and handling results along with relevant documents to the provincial business registration authority from which the enterprise is moving in order to continue processing in accordance with regulations.
Article 64. Registration of business dissolution for cases specified in points a, b, and c, Clause 1, Article 207 of the 2020 Enterprise Law, amended and supplemented in 2025
The registration of business dissolution specified in points a, b, and c, Clause 1, Article 207 of the 2020 Enterprise Law, amended and supplemented in 2025, shall be carried out according to the following sequence and procedures:
1. Within 07 working days from the date of adoption of the resolution or decision on dissolution specified in Clause 1, Article 208 of the Enterprise Law, the enterprise shall send the following documents to the provincial business registration authority where the enterprise's head office is located:
a) Resolution or decision on dissolution by the owner of a private enterprise for a private enterprise; by the owner of a company for a single-member limited liability company; by the Members' Council for a limited liability company with two or more members, partnership company; resolution of the General Meeting of Shareholders for a joint-stock company regarding the dissolution of the enterprise;
b) Minutes of the meeting of the Members' Council for a limited liability company with two or more members, partnership company; of the General Meeting of Shareholders for a joint-stock company regarding the dissolution of the enterprise;
c) Plan for debt settlement (if any).
2. Within 03 working days from the date of receiving the resolution or decision on dissolution, the provincial business registration authority shall proceed as follows:
a) Publish the resolution or decision on dissolution while simultaneously announcing the status of the enterprise undergoing dissolution procedures, and the status of branches, representative offices, business locations undergoing procedures to cease operations on the National Business Registration Portal;
b) Change the legal status of the enterprise to the status of undergoing dissolution procedures, and change the legal status of branches, representative offices, business locations to the status of undergoing procedures to cease operations in the National Business Registration Database;
c) Send information about the enterprise's dissolution and information about the ongoing procedures to cease operations of branches, representative offices, business locations to the Tax Authority and the Civil Judgment Enforcement Authority.
3. Within 5 working days from the date of full payment of the enterprise's debts, the enterprise shall submit the enterprise dissolution registration dossier to the provincial-level Business Registration Authority where the enterprise's head office is located. The enterprise dissolution registration dossier includes the documents prescribed in Clause 1, Article 210 of the Enterprise Law.
4. Before submitting the enterprise dissolution registration dossier, the enterprise must carry out the procedures to terminate the operations of its branch, representative office, and business locations at the provincial-level Business Registration Authority where the branch, representative office, or business location is situated.
5. After receiving the business dissolution registration dossier, the provincial business registration authority sends information about the company’s dissolution registration to the tax authority. Within 2 working days from the date of receiving the information, the tax authority shall send its opinion on the company’s fulfillment of tax obligations to the provincial business registration authority. Within 5 working days from the date of receiving the business dissolution registration dossier, the provincial business registration authority shall change the legal status of the company in the national business registration database to dissolved if it does not receive any opinion from the tax authority or receives an opinion from the tax authority confirming that the company has fulfilled its tax obligations, and at the same time, post a notice of the company’s dissolution on the National Business Registration Portal. In the case that the Tax Authority issues an objection because the enterprise has not fulfilled its tax obligations as prescribed, the provincial Business Registration Authority shall issue a notice to inform the enterprise.
6. After 180 days from the date the provincial Business Registration Authority receives the resolution or decision on the dissolution of the enterprise, if the provincial Business Registration Authority does not receive the dissolution registration dossier of the enterprise, the registration dossier for terminating the operation of branches, representative offices, business locations, and the written objections from the tax authority or other relevant organizations or individuals, the provincial Business Registration Authority shall change the legal status of the enterprise, branch, representative office, or business location in the National Business Registration Database to dissolved or terminated, and simultaneously issue a notice that the enterprise has been dissolved, and the branch, representative office, or business location has ceased operation within 03 working days from the end of the aforementioned period.
7. Within 180 days from the date the provincial business registration authority receives the resolution or decision on dissolution stipulated in Article 208 of the Law on Enterprises, and the legal status of the enterprise has not been changed to dissolved in the national database on business registration, if the enterprise does not continue to carry out the dissolution, the enterprise shall send a notice on the cancellation of the resolution or decision on dissolution to the provincial business registration authority where the enterprise's head office is located. The notice must be accompanied by the resolution or decision of the owner for a private enterprise, of the owner for a single-member limited liability company, of the Members' Council for a multi-member limited liability company, or of the general partnership company. Resolution of the General Meeting of Shareholders of a joint-stock company regarding the cancellation of a resolution or decision to dissolve. Within 01 working day from the date of receipt of the notice of the cancellation of the resolution or decision to dissolve the enterprise, the provincial business registration authority must post the notice and resolution or decision on the cancellation of the resolution or decision to dissolve the enterprise on the National Business Registration Portal, while also restoring the legal status of the enterprise on the National Business Registration Information System, branches, representative offices, business locations in the National Database on Enterprise Registration, and send the information to the Tax Authority.
8. For enterprises using seals issued by the police authority, the enterprise is responsible for returning the seal and the Certificate of Seal Sample Registration to the police authority in accordance with regulations.
Article 65. Registration of enterprise dissolution in case of revocation of the Enterprise Registration Certificate or according to a Court decision
1. Within 03 working days from the date of issuance of the decision to revoke the Enterprise Registration Certificate or receipt of the court's effective dissolution decision, the provincial business registration authority shall proceed as follows:
a) Posting the decision to revoke the Enterprise Registration Certificate or the court's decision on dissolution that has legal effect on the National Business Registration Portal; notifying the status of the enterprise undergoing dissolution procedures, the status of branches, representative offices, business locations undergoing procedures to cease operations on the National Business Registration Portal, except in cases where the enterprise's Enterprise Registration Certificate is revoked at the request of the Tax Authority;
b) Change the legal status of the enterprise to the status of undergoing dissolution procedures; change the legal status of branches, representative offices, and business locations to the status of undergoing termination of operations in the National Business Registration Database, except in cases where the enterprise's Business Registration Certificate is revoked at the request of the Tax Authority;
c) Send information about the dissolution of the enterprise, and the termination of operations of branches, representative offices, and business locations to the Tax Authority and the civil judgment enforcement agency.
2. Within 05 working days from the date of full payment of the enterprise's debts, the legal representative of the enterprise shall submit the enterprise dissolution registration dossier to the provincial Business Registration Authority where the enterprise has its head office. The dossier, sequence, and procedures for enterprise dissolution registration shall be carried out in accordance with the provisions at Clauses 3, 4, and 5 of Article 64 of this Decree.
3. After 180 days from the date the provincial business registration authority notifies the status of an enterprise undergoing dissolution procedures on the National Business Registration Portal and has not received the enterprise's dissolution registration file, the registration file for the termination of branch, representative office, business location activities, and written objections from the tax authority or other organizations, individuals, and related parties, the provincial business registration authority shall change the legal status of the enterprise, branch, representative office, or business location in the national business registration database to dissolved or ceased operation, and simultaneously issue a notice that the enterprise, branch, representative office, or business location has ceased operation within 03 working days from the end of the aforementioned period.
Article 66. Registration for termination of operation of a branch, representative office, business location
1. Before registering the termination of operation of a branch or representative office, the enterprise, branch, or representative office must carry out procedures with the Tax Authority to fulfill tax obligations in accordance with tax laws.
2. Within 10 days from the date of the decision to terminate the operation of a branch, representative office, or business location, the enterprise shall submit the registration dossier for termination of operation of the branch, representative office, or business location to the provincial Business Registration Authority where the branch, representative office, or business location is located.
The registration dossier for termination of operation of a branch, representative office, or business location includes the following documents:
a) Notice of termination of operation of the branch, representative office, or business location;
b) A copy or the original of the resolution or decision on the termination of the operation of a branch or representative office by the owner for a one-member limited liability company; by the Members' Council for a limited liability company with two or more members, or a partnership; by the Board of Directors for a joint-stock company in the case of terminating the operation of a branch or representative office.
3. After receiving the application for the termination of the branch or representative office, the provincial business registration agency sends information about the branch or representative office terminating operations to the tax authority. Within 2 working days from the date of receiving the information, the tax authority sends its opinion on the completion of tax obligations of the branch or representative office to the provincial business registration agency. Within 05 working days from the date of receiving the application for the termination of branch or representative office operations, the provincial business registration authority shall change the legal status of the branch or representative office in the National Business Registration Database to 'terminated' if no opinion is received from the Tax Authority or if an opinion is received from the Tax Authority confirming that the branch or representative office has fulfilled its tax obligations, and simultaneously issue a notice of the termination of the branch or representative office. In case the Tax Authority provides an objection due to the branch or representative office not having fulfilled tax obligations as prescribed, the provincial business registration authority shall issue a notice to inform the enterprise.
Amended and supplemented provisions:
4. In the case of terminating the operation of a business location, the provincial business registration authority shall consider the validity of the dossier and change the legal status of the business location to the status of having ceased operation within 03 working days from the date of receiving the registration dossier. Information on the termination of a business location's operation is transmitted by the National Business Registration Information System to the Tax Registration Application System for updating.
5. Before terminating the operation of a branch, the enterprise must carry out the procedure for terminating the operation of all business locations under the branch at the provincial business registration authority where the business location is situated.
6. The termination of the operation of an overseas branch or representative office of an enterprise shall be carried out in accordance with the laws of that country. Within 30 days from the date of officially terminating the operation of the overseas branch or representative office, the enterprise shall send a written notice regarding the termination of the operation of the overseas branch or representative office to the provincial business registration authority where the enterprise's head office is located. The provincial business registration authority shall update the enterprise's information in the national business registration database within 03 working days from the date of receiving the notice.
7. In cases where a branch, representative office, or business location has been issued a notice by the provincial business registration authority regarding its status of undergoing procedures for termination of operations according to the provisions of this Decree, when the period of 180 days from the date the provincial business registration authority notifies the status of the branch, representative office, or business location undergoing termination procedures on the National Business Registration Portal ends without receiving the registration dossier for termination of operation of the branch, representative office, or business location and without receiving written objections from the tax authority or other relevant organizations, individuals, and parties, the provincial business registration authority shall proceed to terminate the operation of the branch, representative office, or business location in the National Business Registration Database and simultaneously issue a notice regarding the termination of operation of the branch or representative office. Business location. Information about the termination of branch, representative office, or business location operations is transmitted from the National Business Registration Information System to the Tax Registration Application System for updating.
Article 67. Termination of existence of a divided company, a merged company, or a company being consolidated
1. After a new company is established based on the division of a company, a merged company, or a company receiving a consolidation, and is granted a business registration, the business registration agency shall change the legal status of the divided, merged, or consolidated company to "In the process of dissolution, division, merger, or consolidation" and change the legal status of its branches, representative offices, and business locations to "In the process of termination of operations." The provincial business registration authority shall send the information to the tax authority. The tax authority shall be responsible for sending information to the provincial business registration authority regarding the completion of tax finalization and the transfer of tax obligations by the enterprise, branches, representative offices, and business locations.
2. Within 03 working days from the date of receiving information from the tax authority about the enterprise being split, merged, or consolidated, the branches, representative offices, or business locations of the enterprise being split, merged, or consolidated must complete tax finalization and transfer of tax obligations. The provincial business registration authority shall carry out the termination of the enterprise's existence and the termination of the branches, representative offices, or business locations in the National Business Registration Database.
3. Before the termination of the existence of the enterprise being split, merged, or consolidated, all branches, representative offices, and business locations of the enterprise being split, merged, or consolidated must be terminated.
4. In the case where, after the merger of enterprises, the business registration content of the receiving company does not change, within 10 working days from the date of completion of the enterprise merger, the receiving company shall send a written notice to the provincial-level Business Registration Authority where the receiving company has its headquarters to carry out the termination of the existence of the merged company. The notice must be accompanied by the documents specified in points a, b, and c of Clause 2, Article 55 of this Decree.
Article 68. Determining that the declared content in the business registration dossier is fraudulent
1. In cases where there is a basis to determine that the declared content in the business registration dossier is fraudulent, the relevant organization or individual shall submit a written request to the provincial business registration authority to propose revocation in accordance with regulations.
Organizations or individuals proposing revocation are responsible for providing the provincial business registration authority with one of the documents prescribed in Clause 2 of this Article. Within 3 working days from the date of receipt of the written request prescribed in this Clause, the provincial business registration authority shall handle it in accordance with Clause 1 of Article 69 and Clause 2 of Article 71 of this Decree.
2. Documents determining that the declared content in the business registration dossier is fraudulent include:
a) A copy or the original of the response from the competent state agency regarding the document issued by that competent authority being fraudulent;
b) A copy or the original of the response document from the police agency regarding whether the information declared in the business registration file is falsified.
3. In cases where it is necessary to determine whether the information declared in the business registration file is falsified, the provincial business registration agency shall send a document along with the business registration file to the agencies specified in point a and point b, clause 2 of this Article, in accordance with the provisions of the law on judicial expertise. The agencies specified in point a and point b, clause 2 of this Article are responsible for responding in writing about the determination results upon the request of the provincial business registration agency within 30 days from the date of receiving the request document.
Article 69. Procedures for revoking the Business Registration Certificate, the Certificate of Confirmation on Changes in Business Registration Contents, the Certificate of Notification of Temporary Business Suspension, the Certificate of Notification of Early Business Resumption, the Notice of Enterprise Undergoing Dissolution Procedures, the Notice of Enterprise Dissolution
1. In case the content declared in the business registration dossier is falsified
a) In case the content declared in the business establishment registration dossier is falsified, the provincial business registration authority shall issue a notice of the enterprise's violation and a decision to revoke the Business Registration Certificate within 03 working days from the date of receiving the documents stipulated in Clause 2, Article 68 of this Decree;
b) In the case where the information declared in the application for business registration amendment or notification of change in business registration contents is forged, the provincial business registration authority shall issue a notice of the enterprise's violation and a decision to revoke the Business Registration Certificate of the change registration or the Certificate of Confirmation of Change in Business Registration Contents issued on the basis of the forged declaration within 03 working days from the date of receiving the documents prescribed in Clause 2, Article 68 of this Decree. The provincial business registration authority shall issue the Business Registration Certificate and the Certificate of Confirmation of Change in Business Registration Contents based on the immediately preceding valid application before the application containing forged information.
Enterprises can consolidate the legally changed contents of the change registration dossier, notices of change containing falsified declarations, and subsequent change registration or change notification filings into a single dossier to be issued one new change registration and confirmation of change.
c) In cases where the content declared in the dossier for notifying temporary business suspension, the resolution or decision on the dissolution of an enterprise, or the enterprise dissolution registration dossier is forged, the provincial business registration authority shall issue a notification regarding the enterprise's violation and a decision to revoke the Certificate of Notification of Temporary Business Suspension, the Certificate of Notification of Early Resumption of Business, the Notification that the enterprise is undergoing dissolution procedures, or the Notification of Enterprise Dissolution granted on the basis of forged declared content within 03 working days from the date of receipt of the documents prescribed in Clause 2, Article 68 of this Decree. The provincial business registration authority shall restore the legal status of the enterprise, branch, representative office, or business location in the National Business Registration Database.
d) In cases where the handling of false declaration content involves multiple provincial business registration agencies, the provincial business registration agency where the enterprise has its head office shall handle, within its authority, the content of changes that have been approved based on the false declaration, and at the same time, notify the processing results to the relevant tax authorities for updating and monitoring tax management. The provincial business registration agency to which the enterprise moves shall transfer the enterprise information, processing results, along with related documents to the provincial business registration agency from which the enterprise has moved, to continue handling in accordance with regulations.
2. In cases where an enterprise is established by individuals prohibited from establishing an enterprise as prescribed in Clause 2, Article 17 of the 2020 Enterprise Law, amended and supplemented in 2025:
a) For a private enterprise, a one-member limited liability company:
The provincial business registration authority where the enterprise has its headquarters shall issue a notification of the violation and simultaneously make a decision to revoke the Business Registration Certificate;
b) For a limited liability company with two or more members, a joint-stock company, and a partnership company:
The provincial business registration authority where the enterprise's headquarters is located shall issue a notice requiring the enterprise to register changes of members or notify changes of shareholders who are foreign investors falling under the category not permitted to establish an enterprise within 30 days from the date of the notice. For shareholders who are not foreign investors, the provincial business registration authority shall require the enterprise to report on the change of shareholders in accordance with the provisions of Clause 5, Article 21 of this Decree. Within 03 working days from the end of the aforementioned period, if the enterprise does not register the change of members or does not report the change of shareholders, the provincial business registration authority shall issue a notice of violation and simultaneously issue a decision to revoke the Enterprise Registration Certificate.
3. In the case where an enterprise ceases business operations for 1 year without notifying the Business Registration Authority and the Tax Authority, the provincial Business Registration Authority shall notify in writing about the violation and request the legal representative to come to the provincial Business Registration Authority office to provide an explanation. If, at the end of the explanation period specified in the notice, the requested person does not come or the content of the explanation is not accepted, the provincial Business Registration Authority shall issue a decision to revoke the Enterprise Registration Certificate within 3 working days from the end of the explanation period. The provincial Business Registration Authority is responsible for coordinating with relevant state management agencies in reviewing the content of the explanation regarding the enterprise's violation.
In cases where it is necessary to clearly determine the violating actions of an enterprise that are subject to revocation under this clause, the provincial business registration authority shall perform the tasks and powers prescribed in Clause 6, Article 21 of this Decree.
4. In the case where an enterprise does not submit a report according to the regulation in Point c, Clause 1, Article 216 of the Law on Enterprises, within 10 working days from the end of the time limit specified in Point d, Clause 1, Article 212 of the Law on Enterprises, the provincial business registration authority shall notify in writing about the violation and request the legal representative to come to the office of the provincial business registration authority to explain. If, at the end of the explanation period specified in the notification, the requested person does not come or the content of the explanation is not accepted, the provincial business registration authority shall issue a decision to revoke the Enterprise Registration Certificate within 03 working days from the end of the explanation period. The provincial business registration authority is responsible for coordinating with relevant state management agencies in reviewing the content of the explanation regarding the enterprise's violation.
5. In the case of receiving a court decision on the revocation of the Certificate of Business Registration, the provincial business registration authority shall issue a decision to revoke the Certificate of Business Registration within 03 working days from the date of receipt of the decision.
6. In case of receiving a request from a competent authority in accordance with the law to revoke the Enterprise Registration Certificate, the provincial business registration authority shall issue a notice regarding the enterprise's violation and a decision to revoke the Enterprise Registration Certificate within 10 days from the date of receiving the request for revocation from the competent authority as prescribed by law. Enterprises that have their Enterprise Registration Certificates revoked at the request of the Tax Authority do not carry out dissolution procedures or procedures to terminate the operation of branches, representative offices, or business locations. In this case, the provincial business registration authority shall change the legal status of the enterprise, branch, representative office, or business location to "Revoked due to tax administration enforcement" in the national enterprise registration database.
7. Except in cases where an enterprise's Business Registration Certificate is revoked to implement tax debt enforcement measures at the request of the Tax Administration, the provincial business registration authority shall notify the status of the enterprise undergoing dissolution procedures, branches, representative offices, and business locations undergoing termination procedures on the National Business Registration Portal simultaneously with issuing the decision to revoke the Business Registration Certificate. After receiving the decision to revoke the Business Registration Certificate, the enterprise must carry out the dissolution procedures in accordance with the provisions of Article 209 of the Law on Enterprises and terminate the activities of branches, representative offices, and business locations in accordance with the provisions of Article 66 of this Decree.
8. The provincial business registration authority shall notify the tax management agency and the competent state authorities about the enterprise's violations for consideration and handling in accordance with the law. The provincial business registration authority shall post notifications regarding violations, decisions to revoke the Enterprise Registration Certificate, confirmations of changes in enterprise registration content, confirmations of temporary business suspension notifications, confirmations of resuming business notifications before the announced time, notifications that the enterprise is undergoing dissolution procedures, and notifications about the dissolution of the enterprise on the National Business Registration Portal. Within 03 working days from the date of issuance, the provincial business registration authority shall send notifications about the violations and decisions to revoke the aforementioned certificates to the enterprise's head office.
9. Enterprises operating under an Investment License, Investment Certificate (which also serves as a Business Registration Certificate) or legal documents of equivalent validity shall have the business registration content revoked in cases prescribed in Clause 1, Article 212 of the Law on Enterprises. The order and procedures for revocation shall be carried out in accordance with the provisions of Clauses 1, 2, 3, 4, 5, 6, 7, and 8 of this Article.
The provincial business registration authority shall issue a decision to revoke the business registration content without revoking the Investment License, Investment Certificate (which also serves as the Business Registration Certificate) or documents with equivalent legal validity. The handling of the investment project content on the Investment License, Investment Certificate (which also serves as the Business Registration Certificate) or documents with equivalent legal validity shall be carried out in accordance with the provisions of investment law. Within 3 working days from the date of issuance of the revocation decision, the provincial business registration authority shall send the revocation decision to the investment registration authority.
Article 70. Procedures and processes for annulling the revocation decision and restoring the Business Registration Certificate
1. The provincial business registration authority shall issue a decision to cancel the decision to revoke the Enterprise Registration Certificate and simultaneously restore the Enterprise Registration Certificate on the National Business Registration Information System in the following cases:
a) The provincial business registration authority determines that the enterprise is not subject to the revocation of the Enterprise Registration Certificate;
b) The provincial business registration authority receives a document from the tax management agency requesting the restoration of the legal status of the enterprise after the enterprise's Business Registration Certificate has been revoked at the request of the tax management agency.
2. The provincial business registration authority shall issue a decision to cancel the decision to revoke and restore the Enterprise Registration Certificate, and at the same time update the legal status of the enterprise, branch, representative office, and business location in the National Business Registration Database within 03 working days from the date of determining that the enterprise does not fall under the case of having its Enterprise Registration Certificate revoked or receiving a written request from the tax authority. The provincial business registration authority is legally responsible for the decision to cancel the revocation of the Enterprise Registration Certificate and the restoration of the Enterprise Registration Certificate in the National Business Registration Information System.
3. Within 03 working days from the date of issuing the decision to annul the decision to revoke the Business Registration Certificate, the provincial business registration agency shall send the decision to the company's headquarters, at the same time notify the tax authority of the restoration of the Business Registration Certificate, and publish the notice and decision on the National Business Registration Portal.
Article 71. Procedure and process for revoking the Certificate of Registration for branch or representative office operations, Certificate of Registration for business locations, Confirmation of temporary business suspension notification, temporary activity suspension, notification of business resumption, resumption of activities, Notification of branches, representative offices, business locations undergoing procedures for termination of operations, Notification of branch, representative office, business location ceasing operations, cancellation of the revocation decision, and restoration of the Certificate of Registration for branch or representative office operations, Certificate of Registration for business locations.
1. A branch, representative office, or business location shall have its Certificate of Registration for branch or representative office operations, Certificate of Registration for business locations revoked in one of the following cases:
a) The information declared in the registration dossier for branch operation or the dossier for changing the registered operation of a branch, representative office, or business location is falsified;
b) Suspended operations for more than 12 months without notifying the provincial Business Registration Authority and the Tax Authority;
c) According to the decision of the Court;
d) At the request of the competent state agency as prescribed by law.
2. In the case where the information declared in the registration dossier for branch operation or the dossier for changing the registered operation of a branch, representative office, or business location is falsified
a) In cases where the content declared in the registration dossier for branch, representative office, or business location operations is forged, the provincial business registration authority shall issue a notice regarding the enterprise's violation and a decision to revoke the Certificate of Registration for branch or representative office operations, or the Certificate of Registration for business location, within 03 working days from the date of receiving the documents prescribed in Clause 2, Article 68 of this Decree;
b) In the case that the information declared in the application for changing the registration content of branch, representative office, or business location is fraudulent, the provincial business registration authority shall issue a notice on the enterprise's violation and a decision to revoke the Certificate of Registration of branch or representative office activities, the Certificate of Registration of business location of the change registration, and the Confirmation of change of registration content for branch, representative office, or business location issued based on the documented declaration in the change registration application, which is fraudulent, within 03 working days from the date of receipt of the documents specified in Clause 2, Article 68 of this Decree. The provincial business registration authority issues Certificates of registration for the operation of branches, representative offices, Certificates of registration for business locations, and Confirmations of changes in the registration content for the operation of branches, representative offices, and business locations based on the most recently valid adjacent dossier before the change registration dossier which contains falsified declarations.
The enterprise may combine the legally changed contents of the registration dossier that contain forged declarations and subsequent change registrations or notifications into a single dossier to be issued a single registration of changes and confirmation of the new changes;
c) In the case where the content declared in the dossier for the notice of temporary business suspension, notice of temporary cessation of activities, dossier for registration of branch, representative office, or business location termination is fraudulent, the provincial business registration agency shall issue a notice regarding the enterprise's violation and a decision to revoke the Certificate of Notification of Temporary Business Suspension, Temporary Cessation of Activities, Notification of Resumption of Business, Resumption of Activities, Notification of Branch, Representative Office, or Business Location that is in the process of terminating operations, Notification on Branch, Representative Office, or Business Location Termination, which was issued based on fraudulent declared content within 03 working days from the date of receiving the documents prescribed in Clause 2, Article 68 of this Decree. The provincial business registration authority restores the legal status of branches, representative offices, business locations, and business locations attached to branches in the National Business Registration Database;
d) In cases where the handling of falsified declaration content involves multiple provincial business registration authorities, the provincial business registration authority where the branch, representative office, or business location has its head office shall handle, within its competence, the approved changes based on the falsified declaration content, and at the same time, notify the handling results to the relevant tax authorities for updating and tax management monitoring. The provincial business registration authority where the branch, representative office, or business location is responsible for transferring information about the branch, representative office, or business location, along with the handling results and related documents, to the provincial business registration authority where the branch, representative office, or business location was transferred from to continue handling according to regulations.
3. In the case where a branch or representative office ceases operations for more than 12 months without notifying the provincial business registration authority and the tax authority, the provincial business registration authority shall notify in writing about the violation and request the legal representative of the enterprise to come to the provincial business registration authority for explanation. If the person requested does not come or the content of the explanation is not accepted by the end of the period for explanation stated in the notice, the provincial business registration authority shall decide to revoke the Certificate of Branch or Representative Office Registration within 03 working days from the end of the explanation period. The provincial business registration authority is responsible for coordinating with the relevant state management authority in reviewing the explanation provided by the legal representative.
In cases where it is necessary to clearly determine the violations related to a branch or representative office of an enterprise that fall under the revocation in this clause, the provincial business registration authority shall perform the tasks and exercise the powers prescribed in Clause 6, Article 21 of this Decree.
4. In cases of receiving a court decision on the revocation of a branch or representative office operation registration certificate, or a business location registration certificate, the provincial business registration authority shall issue a decision to revoke the branch or representative office operation registration certificate or the business location registration certificate within 03 working days from the date of receipt of the decision.
5. In the case of receiving a proposal from the competent authority in accordance with the law to revoke the Certificate of Registration for the operation of a branch or representative office, the provincial business registration authority shall issue a notice of the enterprise's violation and a decision to revoke the Certificate of Registration for the operation of a branch or representative office within 10 days from the date of receiving the written proposal for revocation from the competent authority in accordance with the law.
6. The provincial business registration authority shall notify the tax management agency and other competent state agencies about the enterprise's violations to coordinate management and handle them according to the law. The provincial business registration authority shall post notifications regarding violations, decisions to revoke the Certificate of Branch or Representative Office Registration, Business Location Registration Certificate, Confirmation of Temporary Business Suspension, temporary cessation of operations, notifications of business resumption, continued operation registration, notifications of branches, representative offices, or business locations undergoing the procedure for cessation of operations, and notifications regarding the cessation of operations of branches, representative offices, or business locations on the National Business Registration Portal. Within 03 working days from the date of issuance, the provincial business registration authority shall send a notice of violation and the decision to revoke the above Certificates to the headquarters of the enterprise.
7. The provincial business registration authority shall issue a decision to revoke the Certificate of Registration for branch or representative office activities, the Certificate of Registration for business location, while simultaneously issuing a notice regarding the branch, representative office, business location, or business location belonging to a branch that is in the process of terminating operations, updating the legal status of the branch, representative office, business location, or business location belonging to a branch to 'in the process of terminating operations,' except in cases where the branch or representative office has its Certificate of Registration for branch or representative office activities revoked to enforce tax debt collection measures at the request of the tax authority.
8. After the provincial business registration authority issues a decision to revoke the Certificate of Branch or Representative Office Registration, the Certificate of Business Location Registration, the enterprise must carry out the procedure to terminate the operation of the branch, representative office, business location, or business location belonging to the branch in accordance with the provisions of Article 66 of this Decree, except in the case where the branch or representative office has its Certificate of Branch or Representative Office Registration revoked to implement tax enforcement measures at the request of the tax administration agency.
9. Branches, representative offices, business locations operating under the Investment License, Investment Certificate (which also serves as the Business Registration Certificate) or other legally valid documents, and the Certificate of Registration for the operation of branches, representative offices, business locations issued by the Investment Registration Authority shall have their registered operational content revoked in the cases specified in Clause 1 of this Article.
The order and procedures for revocation are carried out in accordance with the provisions in Clauses 2, 3, 4, 5, 6, 7, and 8 of this Article. The provincial business registration authority shall resolve the revocation of business registration content without revoking the Investment License, Investment Certificate (which also serves as the Business Registration Certificate) or other legal documents of equivalent value, and the Certificate of Registration for Branches, Representative Offices, or Business Locations issued by the investment registration agency. The handling of investment project contents on the Investment License, Investment Certificate (which also serves as the Business Registration Certificate) or other legal documents of equivalent value, and the Certificate of Registration for Branches, Representative Offices, or Business Locations shall be performed in accordance with the provisions of investment law. Within 3 working days from the date of the revocation decision, the provincial business registration authority shall send the revocation decision to the investment registration authority to coordinate state management.
10. The provincial business registration authority shall issue a decision to cancel the decision of revocation and restore the Certificate of Branch, Representative Office, and Business Location Registration according to the procedures prescribed in Article 70 of this Decree.
Amended and supplemented provisions:
Article 72. Posting of the decision to open bankruptcy proceedings, the list of creditors, and the court's decision to declare a business bankrupt.
1. Within 03 working days from the date of receipt of the court's decision to open bankruptcy proceedings, the provincial business registration authority shall post the decision on the National Business Registration Portal, change the legal status of the enterprise to undergoing bankruptcy proceedings, and change the legal status of branches, representative offices, and business locations to undergoing termination of operations in the national business registration database.
2. Within 03 working days from the date of receiving the list of creditors, the provincial business registration authority shall post the list of creditors on the National Business Registration Portal.
3. Within 03 working days from the date of receiving the court's decision declaring the enterprise bankrupt, the provincial business registration authority shall post the decision on the National Business Registration Portal and change the legal status of the enterprise to bankrupt, and the legal status of branches, representative offices, and business locations to ceased operation in the National Business Registration Database.
4. Information about enterprises that are undergoing bankruptcy procedures or have gone bankrupt, and branches, representative offices, business locations that are undergoing procedures to cease operations or have ceased operations, is transmitted to the Tax Registration Application System for updating.
Chapter VII. PUBLICATION, PROVISION OF BUSINESS REGISTRATION INFORMATION,
Interconnected, Connected and Sharing Information
Article 73. Publication of enterprise registration contents
1. The contents to be published are prescribed in Clause 1 and Clause 2 of Article 32 of the Enterprise Law.
2. Information on the publication of enterprise registration contents is posted on the National Business Registration Portal.
3. The proposal to publish the contents of business registration and pay the fee for publishing the contents of business registration shall be carried out at the time the enterprise submits the business registration dossier. In case the enterprise is not granted a business registration certificate, the enterprise will be refunded the fee for publishing the contents of business registration.
Article 74. Provision of business registration information
1. The information is made publicly available, free of charge, on the National Business Registration Portal at https://dangkykinhdoanh.gov.vn, including:
a) Enterprise name; enterprise code; address of the head office; business sectors and lines; full name of the legal representative; legal status of the enterprise;
b) Name, code, address, full name of the head, legal status of the branch, representative office, business location; business sectors and lines of the branch, business location.
2. The state management agency for business registration provides information about enterprises stored on the National Business Registration Information System. The provincial business registration authority provides information about enterprises stored in the National Business Registration Database within the local management scope.
3. State agencies with authority as prescribed by law are entitled to request the exploitation and use of information in the National Business Registration Database for the purpose of serving state management and carrying out administrative procedures. Based on the information exploited from the National Business Registration Database, competent authorities shall not require businesses to submit copies of the Business Registration Certificate, the Certificate of Registration of Branch or Representative Office, or the Certificate of Registration of Business Locations when performing administrative procedures or public services related to the business.
4. Organizations and individuals that need to provide business registration information, except for information about the beneficial owners of the business, shall send a request to the state management agency for business registration or the provincial business registration authority and pay fees and costs in accordance with regulations.
5. State agencies authorized by law have the right to request the state management agency on business registration to provide information about the beneficial owners of enterprises stored in the National Business Registration Information System to serve the work of preventing and combating money laundering, and are not required to pay fees.
Article 75. Conversion of business registration data
1. Information in the Business Registration Certificate, Business Registration Certificate and tax registration kept at all Provincial Business Registration Agencies, and information on the business registration content in the Investment License or Investment Certificate (also a Business Registration Certificate) or legally equivalent documents must be converted into the National Business Registration Information System. The registration information at the Provincial Business Registration Agency and the Investment Registration Agency is the original enterprise information during the data conversion process.
2. The implementation of the conversion and supplementation of business registration data is carried out according to the plan of the Provincial Business Registration Agency.
Article 76. Standardization of business registration data
1. Data standardization is the implementation of steps to review, check, compare, and supplement, update business registration information, and the legal status of businesses for enterprises that have been stored in the National Business Registration Database.
2. Based on the business registration information stored in the National Business Registration Database within the local management scope, the provincial business registration authority sends a notice regarding the review of business registration information and the legal status of the business to the enterprise, requiring the enterprise to compare, supplement, and update the information.
In cases where the business registration information and the legal status of the enterprise in the National Business Registration Database are missing or inaccurate compared to the Business Registration Certificate, for business registration dossiers in paper form, the enterprise shall send a notice to supplement and update information to the provincial business registration authority as prescribed in Clause 1, Article 57 of this Decree within 90 days from the date the provincial business registration authority sends the notice. The enterprise is responsible for the truthfulness and accuracy of the information notified to the provincial business registration authority.
3. For enterprise data transferred to the National Business Registration Database when the business registration records have not been digitized, the provincial business registration authority is responsible for digitizing, naming the electronic documents corresponding to the type of documents in the business registration records, and fully preserving the business registration records in the National Business Registration Database.
4. The implementation of digitizing records, standardizing data, updating, and supplementing business registration information shall be carried out according to the plan of the provincial business registration authority.
Article 77. Correction of business registration information
Amended and supplemented provisions:
1. In case an enterprise discovers that the content on the Enterprise Registration Certificate is not accurate compared to the business registration dossier, the enterprise shall send a written request to correct the information to the provincial business registration authority where the enterprise has its head office. The provincial business registration authority shall issue the Enterprise Registration Certificate within 03 working days from the date of receipt of the enterprise's written request if the information stated in the enterprise's written request is accurate.
Amended and supplemented provisions:
2. In cases where an enterprise discovers that the information in its business registration in the National Business Registration Database is missing or inaccurate compared to the enterprise's paper records due to the data conversion process into the National Business Registration Database, the enterprise shall send a written request for correction to the provincial-level business registration authority where its headquarters is located. The written request for correction must be accompanied by a copy of the Enterprise Registration Certificate, Business Registration Certificate, Business Registration and Tax Registration Certificate, Investment Certificate (which is also the Business Registration Certificate), Investment License or legally equivalent documents, and the License for Establishing and Operating Securities Business.
Within 03 working days from the date of receiving the enterprise's request for correction, the provincial business registration authority is responsible for supplementing and correcting the enterprise registration information in the National Business Registration Database.
Amended and supplemented provisions:
3. In case the provincial business registration authority detects that the content on the Enterprise Registration Certificate is not accurate compared to the content of the enterprise registration dossier, the provincial business registration authority shall send a notice regarding the correction of the content on the Enterprise Registration Certificate to the enterprise and issue the Enterprise Registration Certificate to the enterprise within 03 working days from the date of sending the notice.
Amended and supplemented provisions:
4. In the case where the provincial business registration agency discovers that the business registration information in the National Business Registration Database is missing or inaccurate compared to the company's paper-based records due to the process of data migration into the National Business Registration Database, within 03 working days from the time of discovery, the provincial business registration agency shall supplement or correct the business registration information in the National Business Registration Database.
5. For cases of correcting information on the Business Registration Certificate mentioned in Clause 1 and Clause 3 of this Article, the information after correction shall be publicly posted on the National Business Registration Portal.
6. The correction of information on the Certificate of Registration of Changes to Enterprise Registration, the Certificate of Registration for Branch and Representative Office Activities, the Certificate of Business Location Registration, and information on enterprise registration stored in the National Enterprise Registration Database shall be carried out similarly according to the provisions in clauses 1, 2, 3, and 4 of this Article.
Article 78. Updating information of enterprises established and operating under specialized law
1. The competent state agency that issues, amends, supplements, or revokes business registration certificates or equivalent legal documents, and dissolves enterprises established and operating under specialized law, is responsible for updating enterprise information into the National Enterprise Registration Information System within 03 working days from the date of issuance of the establishment registration, change of content, revocation, or dissolution.
2. The updating of information on enterprises established under specialized laws shall be carried out through automatic connection, integration, and data sharing between the information systems of state agencies prescribed in Clause 1 of this Article and the National Business Registration Information System.
Article 79. Principles for information connection and sharing
1. Information connected and shared with the National Business Registration Database in order to enhance the effectiveness of state management over enterprises must ensure timeliness and accuracy in accordance with legal regulations.
2. The connection and sharing of information must not affect the rights and responsibilities of relevant organizations and individuals; it must be used for the correct purposes and comply with regulations on information security, network security, and information safety.
3. The agency in charge of the national database and specialized databases is responsible for performing information management activities, data governance, and ensuring the capability to connect and share information with the National Business Registration Database in accordance with the provisions of this Decree, legal regulations on management, connection, information sharing, and relevant legal provisions.
4. The data-owning agency, the agency in charge of the national database, and specialized databases are responsible for developing regulations for the coordination of management, sharing, and connection of business information between the National Business Registration Database and other national and specialized databases. The regulations include the following main contents:
a) The list of shared information fields;
b) Data format, definitions, and descriptions of related attributes of the information fields;
c) Methods and frequency of connecting and sharing information;
d) Conditions ensuring the connection and sharing, including: characteristics and technical standards of the information technology infrastructure, human and financial resources;
d) Regulations on the use and security of the provided information.
Article 80. Scope and types of information provided and shared
1. State management agencies of data are responsible for organizing and implementing the connection and sharing of information with the national database on business registration to check, monitor, and aggregate the situation of businesses after their registration to enhance the effectiveness of state management over businesses. The information includes:
a) Information about the issuance of new, modification, revocation, termination of business licenses, certificates of business eligibility, professional practice certificates, certificates or documents approving business conditions granted to enterprises, and decisions on administrative sanctions against enterprises for violations since the date recorded in the system of the competent state management agency;
b) Information on the tax payment status in tax declaration records; information on import and export status in customs records; financial reports;
c) Information on the number of employees participating in social insurance and unemployment insurance of the enterprise; debt, late payment, evasion of social insurance and unemployment insurance of the enterprise;
d) Information on labor usage in enterprises;
e) Information on the investment status of the enterprise;
e) Information about technology, digital transformation, intellectual property, innovation, and other information of the enterprise.
2. Relevant state management agencies are responsible for sharing information about the beneficial owners of the enterprise (if any) with the National Enterprise Registration Database to serve the work on anti-money laundering.
Article 81. Sharing business registration information with the social insurance agency and the agency vested with state management authority over labor
1. The provincial-level business registration agency is the focal agency for receiving dossiers and returning the results of procedures for business establishment registration, branch and representative office registration, and labor usage declaration. After establishment, in case of changes in related information, the business, branch, or representative office must register or notify the change with the provincial-level business registration agency and the social insurance agency in accordance with the law.
2. The sharing of information between the provincial-level business registration agency and the social insurance agency is conducted as follows:
a) After issuing the business registration certificate for an enterprise, branch, or representative office, the provincial business registration authority shall share information about the Enterprise Registration Certificate, Branch/Representative Office Operation Registration Certificate, and information on the total expected number of employees, business sectors, business lines, and the method of social insurance contribution of the enterprise, branch, or representative office with the social insurance agency;
b) When there is a change in the contents of the enterprise, branch, or representative office registration, the provincial business registration authority shall share information about the Enterprise Registration Certificate, Branch/Representative Office Operation Registration Certificate with the social insurance agency.
3. The sharing of information between the provincial business registration authority and the agency entrusted with state management of labor shall be conducted as follows:
The provincial business registration authority shares information on the name, code, address, legal representative of the enterprise, head of the branch or representative office, main business lines, and the total number of projected employees of the enterprise, branch, or representative office established in the area with the Department of Home Affairs and the Ministry of Home Affairs to serve state management of labor.
4. The state management agency for labor and the social insurance agency do not require enterprises, branches, or representative offices to provide copies of the Enterprise Registration Certificate, Branch or Representative Office Operation Registration Certificate, or business registration information that has been shared by the provincial business registration authority, except for the name and code of the enterprise, branch, or representative office when carrying out relevant administrative procedures.
Chapter VIII. HOUSEHOLD BUSINESS AND HOUSEHOLD BUSINESS REGISTRATION
Article 82. Right to establish a household business
1. A household business is registered for establishment by an individual or members of a household and is responsible with all of its assets for the business activities of the household. In the case where a household business is registered for establishment by members of a household, the members authorize in writing one member to act as the representative of the household business during its operation. The written authorization from the household members to one member to act as the representative of the household business must be notarized or certified in accordance with the law.
2. Individuals, members of a household who are Vietnamese citizens with full civil capacity as stipulated in the Civil Code have the right to establish a household business under the provisions of this Decree, except for the following cases:
a) Persons being investigated for criminal liability, being detained, serving a prison sentence, serving administrative handling measures at a compulsory rehabilitation facility, compulsory education facility, or being prohibited by the Court from holding a position, practicing a profession, or performing certain work;
b) Persons not allowed to establish a household business according to the law.
3. Households producing agricultural, forestry, and fishery products, salt production, and those selling street food, snacks, itinerant trading, mobile business, seasonal business, or low-income services are not required to register a household business, except in cases of business in industries or professions where investment conditions are imposed. The People's Committee of provinces and centrally-run cities prescribes the low-income threshold applicable locally.
4. In cases where there is a need to establish a household business, the subjects referred to in Clause 3 of this Article shall register a household business according to the provisions of this Decree.
Article 83. Obligation to register a business household
1. Individuals and family household members specified in Clause 2, Article 82 of this Decree are only allowed to register one business household nationwide.
2. The founder of a business household and the business household itself are obligated to register the business household, report, and fulfill other obligations as prescribed in this Decree, and are not allowed to operate under the name of a business household without registration.
3. In the case that a business household is registered by family household members, the head of the business household shall carry out the business household registration procedure after obtaining approval of the registration contents from all members.
Article 84. Rights and obligations of the head of the business household and family household members registered in the business household
1. The head of the business household and the members of the household registering the business household shall carry out the business activities of the business household in accordance with the provisions of law and shall be jointly responsible for the business activities of the business household.
2. The head of the business household may directly manage or hire others to manage and operate the business activities of the business household. In this case, the head of the business household and the members of the household registering the business household shall still be responsible for debts and other financial obligations arising from the business activities of the business household.
3. The head of the business household shall fulfill tax obligations, financial obligations, represent the business household as the party requesting the resolution of civil matters, plaintiff, defendant, or person with related rights and obligations before Arbitration, Court, enforcement of administrative penalty decisions, and other rights and obligations as prescribed by law.
4. The head of the business household and members of the family registering the business household have the right to contribute capital, buy shares, or purchase capital contributions in enterprises in a personal capacity.
5. The head of the business household and members of the family registering the business household shall not simultaneously be the owner of a private enterprise.
6. The head of the business household and members of the family registering the business household have other rights and obligations as prescribed by law.
7. Rights of the head of the business household and members of the family registering the business household in certain special cases:
a) In the case where the head of a business household is detained, serving a prison sentence, or undergoing administrative handling measures at a compulsory rehabilitation facility or compulsory educational facility, the head of the business household authorizes another person to exercise his/her rights and obligations in the case of a business household established by an individual, or the remaining members authorize another member to act as the head of the business household in the case of a business household established by family members. The person authorized by the head of the business household exercises the rights and obligations of the head of the business household within the scope of the authorization in accordance with civil law provisions;
b) In the case that the head of a business household is an individual who is declared by the Court to have limited or lost civil act capacity, or has difficulties in cognition or self-control, the rights and obligations of the head of the business household shall be exercised through a representative in the case of a business household established by an individual; other members authorize another member to act as the head of the business household in the case of a business household established by family household members; in the case of a business household with two members, the remaining member shall be the head of the business household. The representative of the head of the business household shall exercise the rights and obligations of the head of the business household within the scope of representation prescribed by civil law.
Article 85. Business Household Registration Certificate
1. The business household registration certificate is a document in paper or electronic form issued by the commune-level business registration authority to business households, recording the business household registration information registered by the founders or the business household itself. The business household registration certificate also serves as the tax registration certificate for the business household.
2. The business household registration certificate is issued to business households. A business household is issued a business household registration certificate when meeting the following conditions:
a) The line of business is not prohibited from investment and business;
b) The business household name is set in accordance with the provisions of Article 86 of this Decree;
c) There is a valid business household registration dossier;
d) Fully pay the fees according to the provisions of the law on fees and charges.
3. The business household registration certificate is issued based on the information in the business household registration dossier, which is self-declared and self-responsible by the person establishing the business household or the business household itself.
4. The business household has the right to conduct business from the date of issuance of the business household registration certificate, except for cases of business sectors or conditionsally-invested business industries. In case the business household registers the start date of its business activities after the date of issuance of the business household registration certificate, the business household has the right to conduct business from the registered date, except for cases of business sectors or conditionally-invested business industries. The business household registration certificate is not a business license.
5. In case a business household is issued a new business household registration certificate, the previous business household registration certificates no longer remain valid.
6. In the case that after the deadline specified in this Decree, the commune-level business registration authority does not issue a Business Registration Certificate or does not issue a notice requesting amendments or supplements to the dossier, the founder of the household business or the household business has the right to lodge complaints or denunciations in accordance with the law on complaints and denunciations.
Article 86. Name of the household business
1. The household business has its own name. The name of the household business consists of the following two components in order:
a) The phrase "Household Business";
b) The unique name of the household business.
The unique name is written using letters in the Vietnamese alphabet, letters F, J, Z, W, and may be accompanied by numbers or symbols.
2. Words or symbols that violate historical, cultural traditions, ethics, and the customs of the nation must not be used to name the household business.
3. Do not use the phrases 'company', 'general company', 'corporation', 'enterprise' to name a household business.
4. It is prohibited to use the trade name, trademark, or geographical indication of another organization, individual, or business household that has already been protected to form the personal name of the business household, except in cases where approval is obtained from the owner of that trade name, trademark, or geographical indication. The business household is legally responsible if it chooses a business household name that infringes upon industrial property rights. The handling of business household names that infringe upon industrial property rights shall comply with the provisions of specialized law. A business household with an infringing name must register to change its business household name within 15 days from the date the competent authority handling the violation requests it. In cases where the business household does not register to change the name that infringes upon industrial property rights as requested, the commune-level business registration authority shall require the business household to report as stipulated in Clause 6, Article 22 of this Decree.
5. In addition to a Vietnamese name, a business household can register a name in a foreign language or an abbreviated name. A business household's name in a foreign language is a name translated from the Vietnamese name into one of the Latin-based foreign languages. When translated into a foreign language, the proper name of the business household can either remain unchanged or be translated according to its corresponding meaning in the foreign language. The abbreviated name of a business household is shortened from the Vietnamese name or the name in a foreign language.
6. The Vietnamese name of a business household must not duplicate the Vietnamese name of a business household that has already been registered within the commune-level jurisdiction, except for business households that have ceased operations. A duplicate name is a Vietnamese name written exactly the same, regardless of uppercase or lowercase letters.
7. Changing the name of a business household does not alter the rights and obligations of the business household.
8. The commune-level business registration authority has the right to approve or refuse the proposed registration name of the household business in accordance with the provisions of law. The opinion of the commune-level business registration authority is the final decision regarding the name of the household business. In case of disagreement with the decision of the commune-level business registration authority, the founder of the household business or the household business may file a lawsuit in accordance with the provisions of law on administrative proceedings.
Article 87. Headquarters and business location of the household business
1. The headquarters of the business household is the place where the business household carries out business activities and is the contact address registered by the business household for state management agencies to contact, determined according to the administrative boundaries on the territory of Vietnam. The business household may conduct business outside the headquarters.
Amended and supplemented provisions:
2. The business location of the business household is the place where the business household carries out specific business activities outside the headquarters. A business household may have multiple business locations nationwide. The business household must notify the tax management agency and the market management agency where the business location is situated.
3. For business households without a fixed business location, they must choose an address to register as the headquarters and register as not conducting business at the headquarters. After establishment, if the business household carries out business activities at a fixed location, the business household must register the headquarters at the place where the fixed business activities are conducted.
Article 88. Principles applied in business household registration
1. The person establishing the business household or the business household itself shall submit the business household registration dossier and be responsible before the law for the legality, truthfulness, and accuracy of the information declared in the business household registration dossier and reports.
2. The founder of a business household and the business household itself may submit the business household registration application and receive the results at any commune-level business registration authority within the province or centrally-run city where the business household is headquartered. The processing of the business household registration application shall be carried out by the commune-level business registration authority where the business household is headquartered.
3. The commune-level business registration authority is responsible for the validity of the business household registration application, but is not responsible for any legal violations committed by the founder or the business household before or after the registration of the business household.
A valid business household registration application is an application that includes all necessary documents and the contents of those documents are fully declared in accordance with the provisions of this Decree.
4. The commune-level business registration authority does not resolve disputes between members of a household business registered as a household business with each other or with other organizations or individuals, or between a household business and other organizations or individuals.
5. It is strictly forbidden for the commune-level business registration authority and other agencies to cause inconvenience to organizations and individuals when receiving documents and handling household business registration procedures.
Article 89. Business sectors and occupations of household businesses
1. Household businesses have the right to freely engage in business sectors and occupations that are not prohibited by law. For sectors and occupations that require conditional business investment, household businesses may only operate if they meet all business investment conditions and must ensure these conditions are maintained throughout the business operation.
2. When registering to establish a household business, when registering to change the business sector or profession, or when requesting the issuance of a replacement Household Business Registration Certificate, the person establishing the household business or the household business itself must record the business sector and profession on the household business registration application and select a four-digit economic sector in the Vietnam Economic Sector System to record the main business sector and profession. For business sectors and professions other than the main business sector and profession, the person establishing the household business or the household business is not required to record them according to the four-digit economic sector in the Vietnam Economic Sector System. For investment business sectors and professions with conditions as regulated by other legal normative documents, the business sector and profession are recorded according to the sectors and professions specified in those legal normative documents. The commune-level business registration agency guides, cross-checks, and records the business sectors and lines of the household business in the Household Business Registration Database.
3. Recording the main business sector and industry of a household business shall be carried out according to the following regulations:
a) The specific content of the level-four economic sector shall be implemented in accordance with the Vietnam Economic Sector System as currently regulated;
b) For business sectors and industries that require conditional investment as stipulated in other legal normative documents, the business sector and industry shall be recorded according to the sector and industry prescribed in those legal documents;
c) For business sectors and industries not specifically defined in the Vietnam Economic Sector System but regulated in other legal normative documents, the business sector and industry shall be recorded according to the sector and industry prescribed in those legal documents;
d) For business sectors and trades that are not yet included in the Vietnam Economic Sector System and are not stipulated in other legal normative documents, the commune-level business registration authority shall record these business sectors and trades in the Business Household Registration Database if they are not among the prohibited sectors and trades for investment and business, and at the same time notify the Ministry of Finance for research and inclusion when revising the Vietnam Economic Sector System;
d) In the case where a business household needs to record business sectors and trades in more detail than the four-digit economic sector, the business household selects a four-digit economic sector in the Vietnam Economic Sector System, then records the detailed business sectors and trades of the business household under that four-digit economic sector, ensuring that the detailed business sectors and trades of the business household belong to the selected four-digit economic sector. In this case, the business sectors and trades of the business household are the detailed business sectors and trades recorded by the business household;
e) The recording of business sectors and trades as prescribed in points b and c of this clause is carried out according to the provisions in point d of this clause, in which the detailed business sectors and trades are recorded according to the sectors and trades specified in specialized legal regulatory documents.
4. State management of sectors and trades with conditional business investment and inspection of compliance with business investment conditions of business households falls under the authority of specialized agencies in accordance with specialized law.
Article 90. Number of business household registration dossiers
1. The person establishing a business household or the business household shall submit one set of dossiers when carrying out the business household registration procedure.
2. The commune-level business registration authority shall not require the business establishment or household business to submit additional documents or papers other than those specified in the household business registration dossier in this Decree.
Article 91. Household Business Code
1. The household business code is a sequence of numbers determined as a tax code by the Tax Registration Application System and transmitted to the Household Business Registration Information System to be assigned to the household business upon registration. The household business code is recorded on the Household Business Registration Certificate.
2. The transmission and reception of information about the household business code shall be carried out according to the following procedure:
a) When the household business registration dossier meets the conditions for issuance of the Household Business Registration Certificate, the Household Business Registration Information System transmits the household business registration information to the Tax Registration Application System;
b) The tax registration application system receives business household registration information from the Business Household Registration Information System and automatically checks the compliance of the information according to the provisions of the law on tax registration.
In case the information complies with the provisions of the law on tax registration, the tax registration application system transmits information about the business household code and the tax authority directly managing the business household to the Business Household Registration Information System for cases of establishing a business household.
In case the information does not comply with the provisions of the law on tax registration, the tax registration application system automatically responds regarding the non-compliance of the information and transmits it to the Business Household Registration Information System so that the commune-level business registration authority can notify the business household;
c) Based on the information provided by the Tax Registration Application System, the commune-level Business Registration Authority shall issue the Business Household Registration Certificate; notify the directly managing Tax Authority in the case of establishing a business household.
3. State management agencies shall consistently use the business household code to carry out state management tasks and exchange information about business households.
Article 92. Declaration of personal information in the procedure of registering a business household
1. The business household owner is obligated to declare information about their family name, middle name and given name, date, month, year of birth, personal identification number, gender of themselves and household members registering the business household in the business household registration dossier accurately compared to the information stored in the National Population Database and agree to share personal information stored in the National Population Database with the commune-level business registration authority and the state management agency for business registration to serve the state management work on business household registration as prescribed. In cases where the declared personal information differs from the information stored in the National Database on Population, the business household owner or the family members registering the business household are responsible for contacting the competent authority managing the National Database on Population to correct the information before carrying out the business household registration procedure.
2. In the case of submitting the business household registration application in paper form, the applicant shall present their Citizen Identification Card or use electronic identification to carry out the business household registration procedure.
3. In the case that the connection between the Business Household Registration Database and the National Population Database is interrupted, the business household registration file requiring the declaration of personal information of the business household owner or household members must be accompanied by a copy of that person's Citizen Identification Card or a valid Citizen Identification Card.
4. Personal information shared by the National Population Database with the Business Household Registration Database includes:
a) Surname, middle name, and given name;
b) Date of birth (day, month, year);
c) Personal identification number;
d) Gender;
d) Ethnicity;
f) Nationality;
g) Permanent residence;
h) Current residence.
5. Commune-level business registration authorities and state management agencies on business registration have the right to exploit personal information in the National Database on Population to handle household business registration procedures and must store and preserve information and data in accordance with legal regulations, ensuring safety, confidentiality, and having backup copies to ensure the completeness and integrity of records, allowing access and use when necessary or to serve inspection, comparison, review, complaint resolution, and providing information upon request from agencies or organizations as prescribed.
Article 93. Authorization to carry out household business registration procedures
The head of a household business may authorize other organizations or individuals to carry out household business registration procedures in accordance with the following regulations:
1. In the case of authorizing an individual to carry out the business household registration procedure, the business household registration dossier must include a power of attorney for the individual to carry out the procedures related to business household registration. This power of attorney is not required to be notarized or authenticated.
2. In the case of authorizing an organization to carry out the business household registration procedure, the business household registration dossier must include a copy of the service contract with the organization providing the service for carrying out procedures related to business household registration, and a letter of introduction from that organization for the individual directly performing the procedures related to business household registration.
3. In the case of authorizing a public postal service provider to carry out the business household registration procedure, when performing the business household registration procedure, the postal staff must submit a copy of the dossier submission form according to the template issued by the enterprise providing public postal services, with the signature confirmation of both the postal staff and the household owner.
4. In the case of authorizing a postal service provider that is not a public postal service to carry out the business household registration procedure, the authorization shall be carried out in accordance with the provisions of Clause 2 of this Article.
5. The principal and the authorized person performing the household business registration procedure are responsible before the law for the legality, honesty, and accuracy of the authorization. The principal and the authorized person must complete electronic verification to be granted household business registration. In the event that electronic verification is interrupted, the principal shall perform electronic verification after being granted the household business registration. In case the principal does not confirm or confirms without authorizing the execution of the household business registration procedure, the commune-level business registration authority shall require the household business to report in accordance with the provisions of Clause 6, Article 22 of this Decree.
In case there is no electronic identification account to perform electronic verification, the household business registration dossier must be accompanied by a copy of the valid Identity Card or Citizen Identity Card of the principal.
Article 94. Methods of registering a household business
The head of a household business or an authorized person registers the household business with the commune-level business registration authority using one of the following methods:
1. Direct registration at the commune-level business registration authority.
2. Registration via postal services.
3. Registration via electronic information networks.
Article 95. Receiving and processing household business registration dossiers on the Household Business Registration Information System under the direct registration method and registration via postal services
1. The commune-level business registration authority receives household business registration dossiers into the Household Business Registration Information System when the dossiers meet the following conditions:
a) Having all documents as prescribed in this Decree;
b) The information of the household business has been fully declared in the documents of the household business registration dossier;
c) The telephone number of the person submitting the household business registration dossier is provided;
d) All fees and charges prescribed by the law on fees and charges have been fully paid.
2. The commune-level business registration agency enters complete and accurate information in the household business registration dossier, digitizes it, names the electronic document corresponding to the type of document in the paper household business registration dossier, and attaches it to the Household Business Registration Information System.
3. Household business registration information on the Household Business Registration Information System is transmitted to the Tax Registration Application System to coordinate and exchange information between the commune-level business registration agency and the tax authority.
4. The time limit for a business household to amend or supplement its business household registration dossier is 60 days from the date the commune-level business registration agency issues a notice requesting the amendment or supplementation of the dossier. After the above time limit, if the business household does not submit the amended or supplemented dossier, the business household registration dossier will no longer be valid. The commune-level business registration agency will cancel the business household registration dossier according to the procedure on the Business Household Registration Information System.
Provisions repealed
Amended and supplemented provisions:
5. A business household may stop carrying out the business household registration procedure when the business household registration dossier has not yet been approved on the Business Household Registration Information System. In this case, the head of the business household shall send a written request to stop carrying out the business household registration procedure to the commune-level business registration authority where the dossier was submitted. The commune-level business registration authority shall consider and issue a notice on stopping the business household registration procedure and cancel the business household registration dossier according to the process on the Business Household Registration Information System within 03 working days from the date of receiving the written request. In case of refusal to stop carrying out the business household registration procedure, the commune-level business registration authority shall issue a written notice stating the reasons for refusal.
Article 96. Issuance of business household registration according to the contingency procedure
1. Issuing business household registration according to the contingency procedure refers to issuing business household registration not conducted through the Business Household Registration Information System. Issuing business household registration according to the contingency procedure is applied in the following cases:
a) The business household registration information system is under construction or upgrading;
b) The business household registration information system encounters technical issues;
c) Other force majeure cases:
2. Based on the plan to build and upgrade the Information System for Household Business Registration as prescribed in point a, clause 1 of this Article, and the expected time to resolve incidents as prescribed in points b and c, clause 1 of this Article, the Ministry of Finance shall notify in advance the commune-level business registration agency to carry out household business registration according to the contingency procedure.
3. The coordination to resolve the procedure for granting household business registration according to the contingency procedure between the commune-level business registration agency and the tax agency shall be carried out according to the paper file circulation procedure.
4. Within 30 days from the date of receiving the notification from the Ministry of Finance on the completion of the building, upgrading, or incident resolution of the Information System for Household Business Registration, the commune-level business registration agency must update and supplement the data and information already issued to household businesses under the contingency procedure into the Information System for Household Business Registration.
Article 97. Payment of Business Registration Fees
1. The person submitting an application for household business registration shall pay the fee at the time of submitting the household business registration application. The fee shall be paid directly at the reception unit for household business registration applications or transferred to the account of the commune-level business registration authority or via the online payment service on the National Public Service Portal. The fee shall not be refunded to the household business in the event that the household business is not granted a household business registration.
2. The business registration fee does not include fees for using electronic payment services.
3. The resolution of transaction errors arising during the use of online payment services on the National Public Service Portal shall be conducted in accordance with the law on administrative procedures via electronic information networks and the regulations on management, operation, and exploitation of the National Public Service Portal.
4. The commune-level business registration agency is responsible for coordinating with the payment intermediary organization or commercial bank to reconcile payment data through the online payment system of the National Public Service Portal.
Article 98. Legal status of business households
The legal statuses of business households in the Business Household Registration Database include:
1. "Operating" is the legal status of a business household that has been issued a Business Household Registration Certificate and does not fall under the legal statuses prescribed in Clauses 2, 3, 4, 5, and 6 of this Article.
2. "Temporarily suspended" is the legal status of a business household that is in the period of temporary business suspension as prescribed by this Decree.
3. "Revoked due to enforcement on tax administration" is the legal status of a household business that has been issued a decision to revoke the Household Business Registration Certificate by the commune-level business registration authority at the proposal of the tax management agency for the implementation of enforcement measures to execute administrative decisions on tax management.
4. "Not operating at the registered address" is the legal status of a business household as determined by the Tax Authority through a verification record confirming that it is not operating at the registered address. Information about business households no longer operating at the registered address is provided by the Tax Authority to the commune-level Business Registration Agency. The change and termination of this legal status are decided by the Tax Authority, except in cases where the business household falls under the legal statuses specified in Clauses 2, 3, 5, and 6 of this Article. The Tax Authority is responsible for sending information about the “Not operating at the registered address” legal status of the business household to the commune-level Business Registration Agency. The commune-level Business Registration Agency records and updates the legal status provided by the Tax Authority into the Business Household Registration Database.
5. "In the process of terminating operations" is the legal status of a business household that has received a notice from the commune-level business registration authority indicating that it is in the process of terminating operations.
6. "Has terminated operations" is the legal status of a business household that has received a notice from the commune-level business registration authority regarding the termination of the business household's operations.
Article 99. Dossiers, order, and procedures for registering the establishment of a business household
Provisions repealed
1. The head of the business household or an authorized person to carry out the business household registration procedure must submit the registration dossier for establishing a business household to the commune-level business registration authority where the business household registers its headquarters.
2. The business household registration dossier includes:
a) Application for business household registration;
b) A copy of the authorization document of a household member to another member to act as the head of the business household in the case where the business household is registered for establishment by the household members. This authorization document must be notarized or authenticated in accordance with the provisions of law.
3. After receiving the household business registration application, the commune-level business registration authority issues an acknowledgment of receipt of the application and schedules the result delivery, checking the conditions for issuing the Household Business Registration Certificate as prescribed in Clause 2, Article 85 of this Decree. In case the application meets the conditions for issuance, the commune-level business registration authority issues the Household Business Registration Certificate and sends a notification to the tax authority directly managing the household business within 03 working days from the date of receiving the application. In case the application does not meet the conditions for issuance, the commune-level business registration authority shall notify the applicant in writing within 03 working days from the date of receiving the application. The notification must clearly state the reasons and requirements for correcting and supplementing the application.
Article 100. Dossiers, order, and procedures for registering changes to household business registration content.
1. The business household owner is responsible for registering changes to the business household registration with the commune-level business registration authority within 10 days from the date any of the following contents changes:
a) Name of the business household;
b) Head office address;
c) Business owner;
d) Household members registering the business household;
d) Business capital;
e) Business sector, profession;
g) Tax registration content of business households, except for the tax calculation method.
2. When changing the business registration content as stipulated in points a, b, đ, e, and g of Clause 1 of this Article, the household business shall send the dossier for registration of changes to the communal-level business registration authority. The dossier includes the application form for changing the household business registration content signed by the owner of the household business.
In the case that changing the business address leads to a change in the tax authority directly managing the household business, the household business must complete procedures with the relevant tax authority regarding the relocation according to tax laws before registering the change of business address with the communal-level business registration authority.
3. In the case of changing the household business owner because members of the household business registration authorize one of the remaining members as the new owner, the household business shall send the dossier for registration of changes to the communal-level business registration authority. The dossier includes the following documents:
a) Application for registration of change in business household registration content;
b) A copy of the authorization document from family household members for one member to act as the head of the business household. This authorization document must be notarized or certified in accordance with the law.
4. In the case that a business household registered by a family member changes the head of the household due to the head's death or being declared deceased, missing, limited, or incapacitated by the court, or having difficulties in cognition and self-control, the registration dossier for changing the head of the business household includes the documents specified in Clause 3 of this Article, together with a copy of the death certificate or the court's decision declaring deceased, missing, limited, or incapacitated, with difficulties in cognition and self-control.
5. In the case where a business household has two members and one member, who is the head of the business household, dies or is declared dead, missing, restricted, or incapacitated by a court, or has difficulties in cognition or controlling actions, the remaining member becomes the head of the business household. The registration file for changing the head of the business household in this case includes the registration application for changing the business household registration content and a copy of the death certificate or the court decision declaring the person dead, missing, restricted, or incapacitated, having difficulties in cognition or controlling actions.
6. In the case of changing members of a family household registered as a business household, the business household sends the registration file to change the registration to the commune-level Business Registration Authority. The file includes the following documents:
a) Application for registration of change in business household registration content;
b) A copy of the authorization document from the new member to the business owner in case of receiving a new member. This authorization document must be notarized or authenticated in accordance with the provisions of the law.
7. After receiving the application for changes, the commune-level business registration authority shall issue a receipt for the application and schedule the result delivery for the applicant. Within 03 working days from the date of receiving the application, the commune-level business registration authority shall review the validity of the application and update the changes of the household business in the Household Business Registration Database; in case the application is not valid, the commune-level business registration authority shall notify in writing the content that needs to be amended or supplemented for the household business. In case of changes to the contents prescribed at points a, b, c, d, đ, and e of clause 1 of this Article, the commune-level business registration authority shall issue a Household Business Registration Certificate for the household business.
Article 101. Registration for updating and supplementing information in the household business registration application
1. When registering a change in the registered content of a household business, the household business must provide the missing information about the contact phone number in the registration dossier. In case the household business does not provide information about the contact phone number, the dossier for changing the registered content of the household business is considered invalid.
2. In the case that a household business updates or supplements information in the household business registration dossier that does not fall under the cases specified in Article 100 of this Decree, the household business shall send an application for changing the registration content of the household business to the commune-level business registration authority. Within 01 working day from the date of receiving the dossier, the commune-level business registration authority shall review the validity of the dossier and update the information into the household business registration database; if the dossier is not valid, the commune-level business registration authority must notify in writing the content that needs to be amended or supplemented to the household business. In the case that the household business updates or supplements information in the dossier that is on the Household Business Registration Certificate, the commune-level business registration authority shall issue a Household Business Registration Certificate to the household business.
3. In the case of a change in administrative boundaries that alters the address of the business household's headquarters, the business household is allowed to continue operating according to the Business Household Registration Certificate that has been issued without being required to carry out procedures to register a change of headquarters address. When needed or when registering a change in the business household registration content, the business household submits a request for registration of changes in business household registration content to the communal-level business registration authority to have the headquarters address information updated and to be issued a Business Household Registration Certificate.
Article 102. Cases in which the communal-level business registration authority refuses to grant business household registration
1. The communal-level business registration authority refuses to grant business household registration if it falls under one of the following cases:
a) Business households that have been issued a notice by the commune-level business registration authority regarding violations that fall under the cases of revocation of the Business Household Registration Certificate or have already been issued a decision to revoke the Business Household Registration Certificate;
b) Business households that are in the legal status of "Not operating at the registered address."
2. The commune-level business registration authority continues to process the business household registration procedures for business households falling under the provisions of clause 1 of this Article when:
a) The business household has taken measures to remedy the violations as required in the notice regarding the violations of the business household that falls under the case of revoking the Business Household Registration Certificate and has been accepted by the commune-level business registration authority, or has had its legal status restored after the decision to revoke the Business Household Registration Certificate;
b) The business household must register changes to the contents of the business household registration to serve the termination of the business household's activities as prescribed. In this case, the registration dossier for changes must include a written explanation from the business household regarding the reasons for the registration change and be accepted by the commune-level business registration authority;
c) The business household is no longer in the legal status of “Not operating at the registered address”.
3. In the case that the Court; the Enforcement Agency; the Investigative Agency, the Head, Deputy Head of the Investigative Agency, or an Investigator as prescribed in the Criminal Procedure Code request in writing that a business household shall not carry out one or several business household registration procedures, the business household shall not carry out such procedures until a written approval is obtained from the aforementioned organizations or individuals allowing the continuation of the business household registration procedures.
Article 103. Dossier, order, and procedures for registering temporary business suspension and early resumption of business previously registered by a business household
1. In the case that a business household temporarily suspends business for 15 days or more, or continues business before the registered deadline, the business household must send the registration dossier to the commune-level business registration authority no later than 03 working days before the day of temporary business suspension or continuation of business before the registered deadline. The registration dossier includes an application for temporary suspension of business or continuation of business before the registered deadline. In the case that the business household needs to continue temporarily suspending business after the registered period has ended, it must send an application to the commune-level business registration authority no later than 03 working days before the day of continuing temporary suspension. The duration of each temporary business suspension registration must not exceed one year.
2. After receiving the registration documents, the commune-level business registration authority issues a receipt for the documents and sets a date for returning the results to the business household. Within 01 working day from the date of receiving valid documents, the commune-level business registration authority issues a confirmation of the business household's temporary suspension of business, and a confirmation of the business household's continuation of business before the registered deadline to the business household.
3. In the case where a business household registers for temporary suspension of business, the commune-level business registration authority updates the legal status of the business household in the Business Household Registration Database to the status of temporary suspension of business.
Supplementary provisions
4. In the case where the commune-level business registration authority receives documents from a competent state agency regarding a business household engaging in investment business sectors and conditional business lines but does not meet the conditions prescribed by law, the commune-level business registration authority shall issue a notice requiring the business household to temporarily suspend business in the investment business sectors and conditional business lines. In the case that the business household does not temporarily suspend business in the investment business sectors and conditional business lines as requested, the commune-level business registration authority shall require the business household to report in accordance with the provisions of Clause 6, Article 22 of this Decree.
Article 104. Dossier, order, and procedures for registering the termination of business household activities
1. Dossier, order, and procedures for registering the termination of business household activities
a) Business households are responsible for fully paying off all debts, including tax debts and other financial obligations, before submitting the registration dossier for the termination of business household operations, except in cases where the business household and the creditor have other agreements;
b) Within 5 working days from the date of full payment of the business household's debts, the business household submits the registration dossier for the termination of operations to the commune-level business registration authority. The registration dossier for the termination of business household operations includes a notice of termination of business household operations;
c) After receiving the application for termination of business household operations, the commune-level business registration agency sends information about the business household's registration for termination of operations to the tax authority. Within 2 working days from the date of receiving the information, the tax authority sends its opinion on the fulfillment of tax obligations by the business household to the commune-level business registration agency. Within 5 working days from the date of receiving the application for termination of business household operations, the commune-level business registration agency updates the legal status of the business household in the Business Household Registration Database to 'terminated' if no opinion is received from the tax authority or if the tax authority confirms that the business household has fulfilled its tax obligations, and simultaneously posts a notice about the termination of the business household's operations on the National Business Registration Portal. In the case where the tax authority gives an opinion of refusal because the household business has not fulfilled its tax obligations as prescribed, the commune-level business registration agency shall issue a notification to inform the household business.
2. After 180 days from the date the commune-level business registration authority notifies the status of a household business that is completing the procedure to cease operations on the National Business Registration Portal in accordance with Clause 8, Article 107 of this Decree, if no application for termination of household business operations and written objections from the tax management authority or other related organizations or individuals are received, the commune-level business registration authority shall carry out the termination of household business operations in the Household Business Registration Database and simultaneously issue a notice of the termination of household business operations. Information about the termination of household business operations shall be transmitted from the Household Business Registration Information System to the Tax Registration Application System for updating.
3. The head of the business household is legally responsible for the truthfulness and accuracy of the business household's cessation registration records and the consequences arising from the business household cessation registration records being untruthful or inaccurate.
4. In the case of a business household established by an individual, if that individual dies or is declared dead by a court, the business household shall cease operations. The heir or the manager of the business household owner's assets according to the provisions of the law shall submit the registration dossier for the cessation of business household operations to the commune-level business registration agency. The dossier includes a notice of cessation of business household operations along with a copy of the death certificate or a copy of the court decision declaring the business household owner deceased. The commune-level business registration agency shall examine the validity of the dossier and carry out the cessation of business household operations in the Business Household Registration Database within 03 working days from the date of receiving a valid dossier. Information on the cessation of business household operations shall be transmitted by the Business Household Registration Information System to the Tax Registration Application System for updating. The handling of debts, including tax debts and other financial obligations of business households, shall be carried out in accordance with the provisions of this Decree, civil law, and relevant laws.
Article 105. Cases of revoking the Business Household Registration Certificate
The commune-level business registration authority shall decide to revoke the Business Household Registration Certificate in the following cases:
1. The information declared in the business household establishment registration records is falsified;
2. The business household is established by persons who are not entitled to establish a business household;
3. The business household does not send reports in accordance with the provisions in Clause 6, Article 22 of this Decree to the commune-level business registration authority within 30 days from the expiration date of sending the report;
4. Ceasing business operations at the registered address for more than 06 months without notifying the commune-level business registration authority or the directly managing tax authority;
5. At the request of the Court;
6. At the proposal of the competent authority as prescribed by law.
Article 106. Determining that the declared content in the business household registration dossier is fraudulent
1. In cases where there is a basis to determine that the declared content in the business household registration dossier is fraudulent, organizations, individuals, business households, or household members have the right to request the commune-level business registration authority to revoke it according to regulations. Organizations, individuals, business households, or household members are responsible for providing the commune-level business registration authority with one of the documents prescribed in Clause 2 of this Article.
2. The written document determining that the declared content in the business household registration dossier is fraudulent includes:
a) A copy of the document from a competent state agency issuing a response document is forged if the document issued by that agency is forged;
b) A copy of the response document from the police regarding the content declared in the business registration file is forged.
3. In cases where it is necessary to determine that the information declared in the business household registration dossier is forged, the commune-level business registration authority shall send a written document along with the business household registration dossier to the agency specified in Clause 2 of this Article in accordance with the law on judicial expertise. The competent agencies are responsible for responding in writing with the determination results at the request of the commune-level business registration authority within 30 days from the date of receiving the written request.
Article 107. Procedures for revoking the Business Household Registration Certificate
1. In cases where the information declared in the business household registration dossier is forged
a) In the case where the content declared in the application dossier for establishing a household business is forged, the commune-level business registration authority shall issue a notice of the violation and make a decision to revoke the Certificate of Household Business Registration within 03 working days from the date of receiving the documents prescribed in Clause 2, Article 106 of this Decree.
b) In the case where the application for changing the registered content of a household business is forged, the commune-level business registration authority shall issue a notice on the violation of the household business and a decision to revoke the Business Registration Certificate of any changes registered that were issued based on the forged information in the application within 03 working days from the date of receiving the documents prescribed in Clause 2, Article 106 of this Decree. The commune-level business registration authority shall publish the notice of violation of the household business on the National Business Registration Portal, notify the tax authority and the competent state agencies about the household business's violation to coordinate management and handling in accordance with the law, and at the same time, issue the Business Registration Certificate based on the most recent previously valid application.
A business household can resubmit the dossier to be considered for the issuance of a Household Business Registration Certificate. The business household may combine the legally changed contents from subsequent registrations into a single dossier to be issued a new change registration at once.
c) In cases where the handling of fraudulent declaration contents involves multiple commune-level business registration agencies, the commune-level business registration agency where the business household has its main office shall have the authority to handle the approved change contents based on the fraudulent declaration, and at the same time, notify the results to the relevant tax authorities for updating and tax management tracking. The commune-level business registration agency to which the business household moves shall transfer the business household information and handling results along with related documents to the commune-level business registration agency from which the household moved to continue handling it according to regulations.
2. Cases where a business household is established by persons who are not entitled to establish a business household:
a) If a business household is established by an individual and that individual is not entitled to establish a business household under the provisions of Clause 2, Article 82 of this Decree, the commune-level business registration authority shall issue a notice of the violation and make a decision to revoke the Certificate of Household Business Registration;
b) If a business household is established by family household members and has a member who is not entitled to establish a business household under the provisions of Clause 2, Article 82 of this Decree, the commune-level business registration agency shall issue a notice requiring the business household to register a change of that individual within 15 days from the date of the notice. If the business household fails to register the change within the above period, the commune-level business registration agency shall issue a notice of violation and make a decision to revoke the Business Household Registration Certificate.
3. In the case that a business household does not submit a report as prescribed in Clause 6, Article 22 of this Decree, within 03 working days from the end of the deadline stipulated in Clause 3, Article 105 of this Decree, the commune-level business registration authority shall notify in writing the violation and request the head of the business household to come to the commune-level business registration authority to explain. If, at the end of the explanation period stated in the notice, the person requested does not come or the content of the explanation is not accepted, the commune-level business registration authority shall decide to revoke the Business Household Registration Certificate within 03 working days from the end of the explanation period.
4. In the case where a household business ceases operations at the registered address for more than 06 months without notifying the commune-level business registration authority or the directly managing tax authority, the commune-level business registration authority shall notify in writing about the violation and require the household business owner to come to the commune-level business registration authority to explain. If, by the end of the explanation period stated in the notice, the person required does not come or the explanation content is not accepted, the commune-level business registration authority shall issue a decision to revoke the Household Business Registration Certificate within 03 working days from the end of the explanation period. The commune-level business registration authority is responsible for coordinating with relevant state management agencies in reviewing the explanation content on the violation of the household business.
In cases where it is necessary to clearly determine the violation of a household business subject to revocation under this clause, the commune-level business registration agency shall perform the duties and powers prescribed in Article 22 of this Decree.
5. In the case that the Court requests the commune-level business registration authority to revoke the Household Business Registration Certificate, the commune-level business registration authority shall issue a decision to revoke the Household Business Registration Certificate based on the Court's request within 03 working days from the date of receiving the request.
6. In the case that the communal-level business registration authority receives a written request to revoke the Household Business Registration Certificate from a competent state agency as prescribed by law, within 10 days from the date of receiving the written request for revocation of the Household Business Registration Certificate, the communal-level business registration authority shall carry out the revocation of the Household Business Registration Certificate according to the order and procedures prescribed at point a, clause 1 of this Article.
7. Within 01 working day from the date the commune-level business registration authority issues a notice of violation or a decision to revoke the Household Business Registration Certificate, the commune-level business registration authority shall send the notice of violation or the decision to revoke the Household Business Registration Certificate to the household business's office, and at the same time send it to the Tax Authority for updating and coordinated management.
8. The commune-level business registration authority issues a decision to revoke the Household Business Registration Certificate while simultaneously issuing a notice that the household business is in the process of terminating operations, updating the legal status of the household business to 'in the process of terminating operations,' except in cases where the household business’s registration certificate is revoked to implement tax debt enforcement measures at the request of the Tax Administration Authority. The commune-level business registration authority posts the violation notice, the decision to revoke the Household Business Registration Certificate, and the notice that the household business is in the process of terminating operations on the National Business Registration Portal.
9. After the commune-level business registration authority issues a decision to revoke the Household Business Registration Certificate, the household business is not allowed to continue its business activities. The household business must carry out the procedure to terminate household business activities in accordance with the provisions of Article 104 of this Decree.
Article 108. Restoration of the Household Business Registration Certificate after the household business is issued a revocation decision
1. The commune-level business registration authority shall issue a decision to annul the revocation decision of the Household Business Registration Certificate and simultaneously restore the Household Business Registration Certificate on the Household Business Registration Information System in the following cases:
a) The commune-level business registration authority determines that the household business does not fall under the case of having its Household Business Registration Certificate revoked;
b) The commune-level business registration authority receives a document from the Tax Authority requesting the restoration of the Household Business Registration Certificate after the household business had its registration certificate revoked due to tax enforcement in cases where the household business has not yet been changed to a legally terminated status in the Household Business Registration Database.
2. The commune-level business registration authority shall issue a decision to cancel the revocation decision and restore the Household Business Registration Certificate for the household business within 03 working days from the date of determining that the household business does not fall under the case of having its registration certificate revoked or upon receiving a document from the Tax Authority requesting it.
3. Within 01 working day from the date of issuing the decision to cancel the decision to revoke the Business Registration Certificate, the commune-level business registration authority shall send the aforementioned decision to the business’s headquarters, simultaneously sending a notification about the cancellation of the decision to revoke the Business Registration Certificate and the restoration of the business’s legal status to the tax authority, and post the notification and decision on the National Business Registration Portal.
Article 109. Handling cases of non-compliance with regulations on dossiers, order, procedures, or when the information in the dossier is not honest or accurate.
1. In cases where the commune-level business registration authority processes the business household registration dossier or issues a notice or decision that does not comply with the regulations on dossiers, procedures, and processes under this Decree, the commune-level business registration authority shall notify the business household, and at the same time, re-perform according to the regulations on dossiers, procedures, and processes under this Decree.
2. The handling of cases where the business household registration dossier is declared dishonestly or inaccurately is carried out as follows:
a) In the case where the information declared in the business household registration dossier is not truthful or accurate, the commune-level business registration authority shall notify the tax management agency and the competent state authorities to coordinate management and handle according to the provisions of law. At the same time, it shall notify that the business household registration certificate issued based on a registration dossier containing untruthful or inaccurate information is invalid. The commune-level business registration authority shall post a notice of the invalid business household registration certificate on the National Business Registration Portal.
The commune-level business registration agency requires the business household to submit a new dossier to replace the registration dossier that declared untruthfully or inaccurately according to regulations, within 30 days from the date of notification in order to be considered for the issuance of the Business Household Registration Certificate. The business household may consolidate the legally changed contents of multiple change registrations into a single dossier to be issued as a new change registration at once. In case the business household does not submit the dossier, the commune-level business registration agency requires the business household to report in accordance with the provisions of Clause 6, Article 22 of this Decree;
b) In cases where the information declared in the application for changing the contents of the household business registration is not truthful or accurate, the commune-level business registration authority shall notify the tax management agency and the competent state authority to coordinate management and handle in accordance with the provisions of law, while also notifying that the household business registration certificate issued based on an application containing untruthful or inaccurate information is invalid and issuing the household business registration certificate based on the immediately preceding valid application before the untruthful or inaccurate declaration. The commune-level business registration authority shall post a notice of the invalid household business registration certificate on the National Business Registration Portal.
Household businesses can submit a new application to be considered for the issuance of a Business Household Registration Certificate. Household businesses can combine the legally changed contents of consecutive change registrations following a declaration that is untruthful or inaccurate into a single dossier to be issued a new change registration at once;
c) In cases where the handling of declared content that is not truthful or accurate involves multiple commune-level business registration agencies, the commune-level business registration agency where the household business has its principal office shall handle, within its authority, the changes that have been approved based on the untruthful or inaccurate declaration, and at the same time, notify the tax authorities concerned of the handling results for tax management and tracking. The commune-level business registration agency to which the household business moves shall transfer the household business information, handling results, and related documents to the commune-level business registration agency from which the household business has moved to continue handling according to regulations.
Article 110. Reissuance of Household Business Registration Certificate
In cases where a business household has been issued a paper Certificate of Business Household Registration and needs to have this Certificate reissued due to loss, fire, tearing, deterioration, or destruction in another form, the business household shall send a written request for reissuance to the commune-level business registration authority. The commune-level business registration authority shall consider reissuing the Certificate of Business Household Registration within 01 working day from the date of receiving the written request. When the business household is issued the reissued Certificate of Business Household Registration, it must pay fees as prescribed by law.
Article 111. Business household registration via electronic information network
1. Business household registration via electronic information network is when the head of the business household or an authorized person uses an electronic identification account to perform business household registration on the Business Household Registration Information System.
2. The commune-level business registration authority facilitates organizations and individuals in accessing information and registering household businesses through electronic information networks.
Article 112. Documents for household business registration via electronic information networks
Amended and supplemented provisions:
1. The documents for household business registration via electronic information networks include the papers prescribed in this Decree and are presented in electronic form. The documents for household business registration via electronic information networks have legal value equivalent to paper-based household business registration documents.
2. The documents for household business registration via electronic information networks must meet the following requirements:
Amended and supplemented provisions:
a) Include all papers, and the contents of those papers must be fully declared as prescribed for paper documents and be presented in electronic form. The name of the electronic document must correspond to the name of the document type in the paper-based household business registration application;
b) The business household registration information declared in the Business Household Registration Information System must be entered completely and accurately according to the information in the business household registration dossier;
c) There must be information about the phone number and email address of the person submitting the dossier declared on the National Business Registration Portal.
d) It must be digitally signed by the business household owner or by a person authorized by the business household owner to carry out the business household registration procedure. In the case of authorizing someone to carry out the business household registration procedure, the online business household registration dossier must be accompanied by the documents and materials prescribed in Article 93 of this Decree, in the form of electronic documents as stipulated in Clause 9, Article 3 of this Decree.
Supplementary provisions
3. The time limit for a business household to amend or supplement the business household registration dossier via the electronic information network is 60 days from the date the commune-level business registration authority issues a notice requesting the amendment or supplementation of the dossier. After the aforementioned time limit, if the business household does not submit the amended or supplemented dossier, the business household registration dossier will no longer be valid. The commune-level business registration authority will cancel the business household registration dossier according to the procedures on the Business Household Registration Information System.
Amended and supplemented provisions:
Article 113. Procedures for registering a business household via the electronic information network
1. The applicant uses an electronic identification account to log in to the Business Household Registration Information System.
2. The applicant declares information, uploads electronic documents, digitally signs the business household registration dossier via the electronic information network and pays the fees according to the procedures on the Business Household Registration Information System.
3. After completing the submission of the household business registration application, the applicant will receive a receipt of the application and a schedule for returning the results of the household business registration via the electronic information network.
4. Household business registration information on the Household Business Registration Information System is transmitted to the Tax Registration Application System to coordinate and exchange information between the commune-level business registration authority and the tax authority.
5. In the case where the application meets the conditions for granting household business registration, the commune-level business registration authority shall grant the household business registration and notify the household business of the registration. In the case where the application does not meet the conditions for granting household business registration, the commune-level business registration authority shall send a notification via the electronic information network to the household business to request modification or supplementation of the application.
6. Business households carrying out the procedure for registering a business household via electronic information network may use it to perform the business household registration procedure as prescribed in Clause 5, Article 95 of this Decree.
Article 114. Standardization of business household registration data
1. Data standardization is the process of reviewing, checking, cross-verifying and supplementing, correcting the business household registration information in the Business Household Registration Database.
2. Based on the data on business household registration that has been converted and stored in the Business Household Registration Database, the commune-level business registration authority sends a notice regarding the review of business household registration information to the business household, requesting the business household to verify the information. In case the business household registration information in the notice is missing or inaccurate compared to the paper copy of the Business Household Registration Certificate, the business household shall submit a request for changing the content of business household registration to the commune-level business registration authority within 90 days from the date the commune-level business registration authority issues the notice. The addition or correction of information shall be carried out in accordance with the provisions of Clause 3, Article 115 of this Decree.
Article 115. Addition and correction of business household registration information
Amended and supplemented provisions:
1. In the case that a business household discovers that the content on the Business Household Registration Certificate is not accurate compared to the content of the business household registration dossier, the business household shall send a request for changing the business household registration content to the commune-level business registration authority. The commune-level business registration authority shall issue the Business Household Registration Certificate within 03 working days from the date of receiving the request from the business household if the information stated in the household's request is accurate.
Amended and supplemented provisions:
2. In the case that the commune-level business registration authority detects that the content on the Household Business Registration Certificate is not accurate compared to the content of the household business registration dossier, the commune-level business registration authority shall send a notice regarding the correction of the content on the Household Business Registration Certificate to the household business and issue the Household Business Registration Certificate to the household business within 03 working days from the date of sending the notice.
Amended and supplemented provisions:
3. In the case that a business household discovers that the registration information of the business household in the Business Household Registration Database is missing or inaccurate compared to the paper version of the Business Household Registration Certificate or the tax registration certificate, the business household shall submit an application to change the business household registration content to the commune-level business registration authority. The application must be accompanied by a copy of the Business Household Registration Certificate and the Tax Registration Certificate. Within 03 working days from the date of receiving the business household's application, the commune-level business registration authority is responsible for supplementing and correcting the business household registration information in the Business Household Registration Database if the information stated in the business household's application is accurate.
Amended and supplemented provisions:
4. In the case that the commune-level business registration authority detects that the business registration information in the Business Registration Database is missing or inaccurate compared to the paper version of the business registration certificate or tax registration certificate, within 03 working days from the date of detection, the commune-level business registration authority shall supplement and correct the business registration information in the Business Registration Database.
Article 116. Provision of business registration information
Organizations and individuals can search for business registration information free of charge on the National Business Registration Portal at www.dangkykinhdoanh.gov.vn, including: the business household name; business household code; headquarters address; business lines; full name of the business household owner.
Chapter IX. IMPLEMENTING PROVISIONS
Article 117. Processing of dossiers received before the effective date of this Decree
In the case of business registration dossiers and household business registration dossiers that have been received but not yet approved by the Business Registration Authority before the effective date of this Decree, the handling of business registration and household business registration procedures shall be carried out in accordance with the provisions of this Decree.
Article 118. Transitional provisions for enterprises operating under a Business Registration Certificate or a Business Registration Certificate and tax registration
Enterprises that have been granted a Business Registration Certificate or a Business Registration Certificate and tax registration are allowed to continue operating according to the content of the aforementioned certificates and are not required to carry out the procedure to reissue a Business Registration Certificate. Enterprises may be reissued a Business Registration Certificate according to the provisions of this Decree in the following cases:
1. In the case where an enterprise carries out procedures to register changes or notify changes to its business registration information, the enterprise shall submit the dossier to the provincial business registration authority where its headquarters is located. The dossier includes the documents corresponding to the provisions of this Decree. For enterprises that have been issued a Business Registration Certificate, the dossier must be accompanied by a copy of the Tax Registration Certificate. The provincial business registration authority shall receive, examine the validity of the dossier, issue the Business Registration Certificate, and the confirmation of changes to the business registration information in accordance with the provisions of this Decree.
2. In the case that an enterprise carries out procedures for notifying temporary suspension of business, resuming business before the notified deadline; registering branch or representative office activities, notifying the establishment of a business location; registering changes in registered business activities, notifying temporary suspension of business, suspension of activities, resuming business, resuming activities before the notified deadline, registering termination of activities for branches, representative offices, business locations in the same province or centrally-run city where the enterprise's headquarters is located, the enterprise submits the dossier to the provincial business registration authority where the headquarters is located. The dossier includes the corresponding documents stipulated in
This decree is accompanied by an application form for the reissuance of the Enterprise Registration Certificate. For enterprises that have already been issued a Business Registration Certificate, the dossier must include a copy of the Tax Registration Certificate. The business registration authority is responsible for receiving, examining the validity of the dossier, issuing the Enterprise Registration Certificate, the certificate of registration for branch or representative office activities, the certificate of business location registration, the confirmation of changes in enterprise registration contents, and other confirmations as prescribed under this decree.
3. In the case where a branch, representative office, or business location of an enterprise is in a different province or centrally-run city from where the enterprise's head office is located, the enterprise must carry out the registration procedures prescribed in Clause 1 of this Article before performing the procedures for registration of operation, registration of changes in registration of operation content, notification of temporary business suspension, temporary suspension of operation, resumption of business, resumption of operation before the notified deadline, or cessation of operation for the branch, representative office, or business location.
Article 119. Transitional provisions for enterprises operating under an Investment License, Investment Certificate (which is also a Business Registration Certificate), or equivalent legal documents
1. Enterprises that have been granted an Investment License or an Investment Certificate (which also serves as an Enterprise Registration Certificate) or other legally equivalent documents may continue to operate according to the contents of the aforementioned certificates and are not required to undergo the procedure to convert them into an Enterprise Registration Certificate.
2. Enterprises operating under an Investment License, Investment Certificate (which also serves as an Enterprise Registration Certificate), or other legally equivalent documents shall switch to operating under an Enterprise Registration Certificate in the following cases:
a) In cases where the enterprise needs to be issued or reissued a Business Registration Certificate without changing the registered business information. In this case, the enterprise submits the application to the provincial Business Registration Authority where the enterprise's head office is located. The application dossier includes a document requesting the supplement and update of business registration information; a copy of the Investment License, Investment Certificate (also serving as the Business Registration Certificate) or equivalent legally valid documents; a copy of the enterprise's Tax Registration Certificate;
b) In the case of an enterprise registering, notifying a change in business registration contents, temporarily suspending business, resuming business before the notified deadline, registering the establishment of a branch, representative office, or business location in the same province or centrally governed city where the enterprise's head office is located. In this case, the enterprise submits the dossier to the provincial business registration authority where the enterprise's head office is located. The dossier includes documents corresponding to the registered or notified contents as prescribed in this Decree and the documents prescribed in point a of this clause;
c) In the case that an enterprise needs to issue a Certificate of Registration of Branch, Representative Office, or Business Location to replace the content of activity registration on the Investment License, Investment Certificate (which is also the Business Registration Certificate) or other legally equivalent documents, the Certificate of Registration of Branch or Representative Office issued by the Investment Registration Authority without changing the content of activity registration for the branch, representative office, or business location within the same province or centrally-run city where the enterprise has its headquarters. In this case, the enterprise submits the application to the provincial Business Registration Authority where the enterprise has its headquarters. The dossier includes the documents prescribed in point a of this clause and a written request to supplement and update the registration information of branch operations, representative office, business location, a copy of the Certificate of Registration of branch operations, representative office issued by the Investment Registration Authority in the case where the branch or representative office operates under this certificate, and a copy of the tax registration certificate of the branch or representative office;
d) In the case where an enterprise registers to change the content of its business registration, temporarily suspend business, resume business before the notified deadline, or terminate activities of a branch, representative office, or business location on the Investment License, Investment Certificate (which also serves as the Business Registration Certificate) or other legally equivalent documents, or the Certificate of Registration of Activities of a branch or representative office issued by the Investment Registration Authority for branches, representative offices, or business locations within the same province or centrally-run city where the enterprise's headquarters is located. In this case, the enterprise submits the dossier to the provincial-level Business Registration Authority where the enterprise's headquarters is located. The dossier includes documents specified in this Decree and documents specified in point c of this clause.
3. In the case where a branch, representative office, or business location is in a different province or centrally governed city from where the enterprise's head office is located, the enterprise must carry out the procedure to reissue the Enterprise Registration Certificate at the provincial-level Business Registration Authority where the head office is located in accordance with point a, clause 2 of this Article, before carrying out the procedures to register establishment, register changes in business registration content, temporarily suspend business, resume business before the announced time, or cease operations of the branch, representative office, or business location at the provincial-level Business Registration Authority where the branch, representative office, or business location is located. In this case, the application for establishment registration, registration for changes in the contents of business registration, temporary suspension of business, resumption of business before the announced time, termination of activities for branches, representative offices, business locations shall be carried out in accordance with the provisions at points b, c and d of Clause 2 of this Article, excluding the documents prescribed at point a, Clause 2 of this Article.
4. In cases where the enterprise operates under an Investment License, Investment Certificate (which is also the Business Registration Certificate), or other legally equivalent documents and registers for dissolution, the enterprise is not required to undergo the procedure of converting to a Business Registration Certificate. The dissolution registration dossier in this case includes the corresponding documents as prescribed in Clause 1, Article 210 of the Enterprise Law and the documents specified in Point a, Clause 2 of this Article.
5. In the case where the Investment License, Investment Certificate (which also serves as the Business Registration Certificate), or other legally equivalent documents contain information about the business location, when carrying out the reissuance to operate according to the Enterprise Registration Certificate or the Certification of Branch or Representative Office Registration, the enterprise will be granted a Business Location Registration Certificate if desired.
6. Upon receiving the enterprise's dossier, the provincial business registration authority shall issue a receipt of the dossier and schedule the result return, examine the validity of the dossier, and issue a Certificate of Enterprise Registration, a Certificate of Registration for Branch or Representative Office Activities, a Certificate of Business Location Registration, a Confirmation of Changes in Enterprise Registration Content, and other confirmations as stipulated in this Decree.
Article 120. Transitional provisions regarding enterprise registration certificates and certificates of registered activities that have been issued to credit institutions, branches of foreign banks, representative offices of foreign credit institutions, other foreign organizations engaged in banking activities (foreign representative offices), branches, representative offices, and business locations of credit institutions.
1. The business registration certificate, the operation registration certificate issued by the Business Registration Authority to credit institutions, foreign bank branches, and foreign representative offices under the provisions of Article 29 of Decree No. 01/2021/NĐ-CP before the Law on Credit Institutions 2024 comes into effect shall continue to be valid, except for contents approved to be changed by the State Bank of Vietnam or changed in accordance with the law on credit institutions.
2. The business registration certificate, the operation registration certificate specified in Clause 1 of this Article shall cease to be fully effective when the State Bank of Vietnam issues a replacement or revokes the establishment and operation license of a credit institution, the establishment license of a foreign bank branch, or the establishment license of a foreign representative office.
3. The certificate of registration for branch or representative office operations, and the certificate of business location registration issued by the Business Registration Authority for branches, representative offices, and business locations of credit institutions according to the provisions of Article 29 of Decree No. 01/2021/NĐ-CP prior to the effective date of the Law on Credit Institutions 2024 shall continue to be valid, except for items that have been approved for change by the State Bank of Vietnam or are changed in accordance with the provisions of the law on credit institutions.
Article 121. Transitional provisions for cases where the business registration certificate, business registration and tax registration certificate, enterprise registration certificate, certificate of registration for branch or representative office operations, and certificate of business location registration have been issued using information from the identity card or citizen identification card.
Business registration certificate, Business registration and tax registration certificate, Enterprise registration certificate, Branch or representative office operation registration certificate, Business location registration certificate that has been issued, using information from the identity card or citizen identification card of the owner of the private enterprise, owner, member, founding shareholder, legal representative of the enterprise, authorized representative of the founding member or shareholder if it is an organization, head of the branch, representative office, business location, will retain its validity.
In cases of necessity or when carrying out the business registration procedures in accordance with the provisions of this Decree, enterprises shall send an application to register changes in business registration content to the provincial Business Registration Authority to update information on the identity card of the owner of a private enterprise, owner, member, founding shareholder, legal representative of the enterprise, authorized representative of members, founding shareholders that are organizations, head of branches, representative offices, and business locations.
Article 122. Transitional provisions on the use of business registration accounts to carry out business registration procedures via electronic information networks
Business registration accounts shall be used to authenticate business registration dossiers via electronic information networks as prescribed in point d, clause 2, Article 38 and clause 1, Article 39 of this Decree until December 31, 2025.
Article 123. Transitional provisions on the registration of business households
1. Business households that have been issued a business registration certificate or a business household registration certificate before the effective date of this Decree may continue to operate according to the contents of those documents. Business households are issued a Business Household Registration Certificate in accordance with the provisions of this Decree in the following cases:
a) In the case where a business household carries out the procedure to register a change in the content of the business household registration, the business household submits the dossier to the commune-level business registration authority. The dossier includes documents corresponding to the provisions of this Decree. The commune-level business registration authority shall consider issuing the Business Household Registration Certificate within 03 working days from the date of receipt of a valid dossier;
b) In the case where a business household carries out the procedure to temporarily suspend business, and then resumes business before the registered time, the business household submits the application to the commune-level business registration authority. The application includes the documents corresponding to the provisions of this Decree enclosed with a request for registration of changes to the business household registration content. The commune-level business registration authority shall consider granting the Business Household Registration Certificate within 03 working days from the date of receiving a valid application.
2. In the case where the tax authority uses a personal identification code instead of a tax code in accordance with tax law provisions, business households that have been issued a business registration certificate or a household business registration certificate may continue operations according to the content of the above documents. Business households that are issued a Household Business Registration Certificate under the provisions of this Decree will have recorded the new code transmitted by the Tax Registration Application System when the business household completes the procedures specified in points a and b, Clause 1 of this Article.
3. In cases of sale, donation, or inheritance of a business household carried out before the effective date of this Decree, the business household shall submit an application for changing the household owner to the commune-level business registration authority. The application dossier includes the following documents:
a) Notification of change of household owner;
b) Sales contract or documents proving the completion of a sale in the case of selling a business; donation contract in the case of donating a business; a copy of the legal heir confirmation document for the heir in the case of changing the business owner due to inheritance;
c) A copy of the authorization document from a family household member to one member to act as the business owner in the case of a business registered by family members. This authorization document must be notarized or certified in accordance with the law.
Within 03 working days from the date of receiving the application, the commune-level business registration authority shall examine the validity of the application and issue a Business Registration Certificate for the business; in case the application is not valid, the commune-level business registration authority shall notify in writing, clearly stating the reasons and the requirements for amendments or supplements for the business.
4. Business households established by families or groups of individuals that have been issued a business household registration certificate before the effective date of this Decree may continue to operate without being required to re-register in accordance with the provisions of this Decree.
5. Business households established by a group of individuals before the effective date of this Decree shall carry out the procedures for registering changes in business household registration content, temporarily suspending business, continuing business before the registered deadline, or terminating business household activities in accordance with the provisions of this Decree. The registration dossier does not include copies of authorization documents from household members for one member to act as the business household owner as stipulated in this Decree. Attached to the dossier must be the meeting minutes of the group of individuals participating in the business household regarding the registration content. The aforementioned business household shall only carry out the procedure for registering a change of members if there is a member who does not continue to participate in the business household.
6. The business registration certificate that has been issued using information from the ID card or citizen identification card of the business household owner, or family household members registering the business, remains valid.
In cases of need or when performing business household registration procedures according to the provisions of this Decree, the business household shall send a request for registration of changes in business household registration information to the commune-level Business Registration Authority to update information on the ID card of the business household owner and household members registering the business household.
Article 124. Implementation provisions
1. This Decree takes effect from July 1, 2025.
2. This Decree replaces Decree No. 01/2021/NĐ-CP dated January 4, 2021, of the Government on enterprise registration and Decree No. 122/2020/NĐ-CP dated October 15, 2020, of the Government providing for coordination and interconnection of procedures for establishing enterprises, branches, representative offices, reporting on the use of labor, assigning identification numbers to units participating in social insurance, and registering the use of invoices by enterprises.
3. Amend point a, clause 2, Article 66 of Decree No. 31/2021/NĐ-CP dated March 26, 2021 of the Government detailing and guiding the implementation of certain articles of the Investment Law as follows: "The documents for registering capital contribution, share purchase, and capital stake purchase include the following contents: information about the business registration of the economic organization in which the foreign investor intends to contribute capital, purchase shares, or purchase a capital stake; business sectors and lines; list of owners, members, founding shareholders, list of owners, members, shareholders who are foreign investors (if any); the ownership ratio of charter capital of foreign investors before and after contributing capital, purchasing shares, or purchasing a capital stake in the economic organization; the actual transaction value of the capital contribution, share purchase, and capital stake purchase contract; information about the investment project of the economic organization (if any)".
4. Based on the conditions for connection and information sharing between the National Business Registration Information System and the Electronic Identification and Authentication System, the application of electronic authentication specified in Clause 5, Article 12 and Clause 5, Article 93 of this Decree shall be implemented according to the roadmap announced on the National Business Registration Portal.
5. The Minister of Finance shall issue the forms used in business registration and household business registration as prescribed in this Decree.
6. Ministers, heads of ministerial-level agencies, heads of government-affiliated agencies, chairpersons of provincial and central city People's Committees, chairpersons of commune, ward, special zone People's Committees, and applicable entities of this Decree shall be responsible for implementing this Decree.
| Recipients: - Secretariat of the Central Committee of the Party; - Prime Minister, Deputy Prime Ministers; - Ministries, ministerial-level agencies, government-affiliated agencies; - People's Councils and People's Committees of provinces and centrally-run cities; - Central Office and Commissions of the Party; - Office of the General Secretary; - Office of the President; - Ethnic Council and other Committees of the National Assembly; - Office of the National Assembly; - Supreme People's Court; - Supreme People's Procuracy; - State Audit; - Central Committee of the Vietnam Fatherland Front; - Central agencies of mass organizations; - Government Office: Chief of Office, Deputy Chiefs, Assistants to the Prime Minister, General Director of the National Public Service Portal, Departments, Bureaus, subordinate units, Official Gazette; - Archive: Office, Ministry Documents (2). | On behalf of the GOVERNMENT, by the PRIME MINISTER DEPUTY PRIME MINISTER (Signed) Nguyen Chi Dung |