Socialist Republic of Vietnam

GOVERNMENT
No. 02-2000-ND-CP Hanoi, 3 February 2000


DECREE ON BUSINESS REGISTRATION


The Government

Pursuant to the Law on the Organization of the Government dated 30 September 1992;

Pursuant to the Law on Enterprises 13-1999-QH10 dated 12 June 1999;

On the proposal of the Minister of Planning and Investment;

Decrees:


CHAPTER I

General Provisions

Article 1 Governing scope

This Decree provides for the bodies in charge of business registration and for business registration for enterprises operating in accordance with the Law on Enterprises and for individual household businesses.

Article 2 Right to business registration

1. To establish an enterprise and to carry out business registration in accordance with law shall be a right of individuals and organizations, which shall be protected by the State.

2. Ministries, ministerial equivalent bodies, Governmental bodies and people’s committees of cities and provinces under central authority shall not be permitted to promulgate specific provisions on business registration for application within their respective branches and localities.

3. Business registration bodies shall be prohibited from extorting and causing trouble to organizations and individuals while receiving application files and while carrying out business registration and registration of business changes.


CHAPTER II

Duties, Powers and Organizational Structure of
Business Registration Bodies

Article 3 Business registration bodies

1. Business registration bodies at the level of cities and provinces under central authority (hereinafter referred to as provincial level) and of districts, townships and towns under provincial authority (hereinafter referred to as district level) shall comprise:

(a) Business registration offices under the Department of Planning and Investment (hereinafter referred to as Provincial Business Registration Offices);

(b) Business registration offices under district people’s committees (hereinafter referred to as District Business Registration Offices).

2. Provincial Business Registration Offices and District Business Registration Offices shall have their own respective seals.

Article 4 Duties, powers and responsibilities of Provincial Business Registration Offices

1. To receive business registration application files, to consider their regularity, and to grant business registration certificates to enterprises.

2. To provide guidance to registrants with respect to conditional lines of business and conditions for conducting such lines of business.

3. To establish and manage a database on enterprises within its region; to provide information on enterprises within its region to the relevant provincial people’s committee, to the Department and the Ministry of Planning and Investment on a periodical basis, and to organizations and individuals who so request.

4. To require enterprises to report on their business conditions where deemed necessary as stipulated in article 116.3 of the Law on Enterprises; to monitor implementation of the annual financial reporting regime by enterprises in accordance with the provisions of article 118 of the Law on Enterprises.

5. To send notices requiring enterprises to make corrections if the information in their business registration application files is found to be inaccurate, incomplete or false after the issuance of a certificate of business registration. If, after fifteen (15) days from the date of sending such a notice, no reply is received from the enterprise making corrections, the Provincial Business Registration Office shall investigate the contents of the business registration application file. After examining and determining clearly that there is a serious breach of the regulations on business registration, it shall deal directly with any breach within its authority or request the authorized State body to deal with the breach in accordance with law.

6. To revoke the business registration certificates of enterprises which have committed breaches of the provisions of article 121.3 of the Law on Enterprises.

Article 5 Duties, powers and responsibilities of District Business Registration Offices

1. To receive business registration applications of individual household businesses, to consider their regularity, and to grant business registration certificates to such businesses.

2. To provide guidance to registrants with respect to conditional lines of business and conditions for conducting such lines of business.

3. To establish and manage a database on individual household businesses within its locality; to report on such businesses to the district people’s committee and to the Provincial Business Registration Office.

4. To co-operate in the verification of the contents of business registration application files of enterprises the head offices of which are located within the district.

5. To revoke business registration certificates of individual household businesses in the following cases:

(a) Failure to conduct business activities for a period of thirty (30) days from the date of issuance of the business registration certificate;

(b) Cessation of business activities for thirty (30) consecutive days without informing the District Business Registration Office at which they have registered business;

(c) Transfer of business location to another district;
(d) Conducting prohibited lines of business.

Article 6 Duties, powers and responsibilities of Ministry of Planning and Investment with respect to business registration

1. To issue, in accordance with its powers, specialized and professional documents and the standard forms for business registration.

2. To provide instructions, training and professional development for personnel in charge of business registration, with respect to business registration.

3. To provide for a reporting system on business registration and to inspect compliance with such system nationwide.

4. To establish and manage a database on enterprises nationwide; to provide information on enterprises to the relevant organizational bodies on a periodical basis, and to organizations and individuals who so request.

5. To publish bulletins on enterprises in order to disseminate news on the establishment, dissolution and bankruptcy of enterprises, on the alteration of business registration contents of enterprises, and other legal information relating to business.

6. To carry out international co-operation in the field of business registration.


CHAPTER III

Order and Procedures for Business Registration of Enterprises
Operating under the Law on Enterprises

Article 7 Business registration application file

1. In the case of limited liability companies and shareholding companies, the business registration application file shall comprise:

(a) Application for business registration in the standard form prescribed by the Ministry of Planning and Investment;

(b) Company charter;

(c) List of members in the case of a limited liability company having two members or more; a list of founding shareholders in the case of a shareholding company.

In the case of companies conducting lines of business requiring legal capital, the confirmation of the authorized body or a legal certificate of the capital of the company must be obtained.

In the case of companies conducting lines of business requiring a practising certificate, a proper copy of the practising certificate of one of the company managers must be provided in accordance with the provisions of article 3.12 of the Law on Enterprises.

2. In the case of partnerships, the business registration application file shall comprise:

(a) Application for business registration in the standard form prescribed by the Ministry of Planning and Investment;

(b) Partnership charter;

(c) List of partnership members.

In the case of partnerships conducting lines of business requiring legal capital, the confirmation of the authorized body or a legal certificate of the capital of the partnership must be obtained.

In the case of partnerships conducting lines of business requiring a practising certificate, proper copies of the practising certificates of partnership members must be provided.

3. In the case of private enterprises, the business registration application file shall comprise: application for business registration in the standard form prescribed by the Ministry of Planning and Investment.

In the case of private enterprises conducting lines of business requiring legal capital, the confirmation of the authorized body or a legal certificate of the capital of the enterprise must be obtained.

In the case of private enterprises conducting lines of business requiring a practising certificate, a proper copy of the practising certificate of the owner of the private enterprise or of the managing director of the enterprise must be provided.

Article 8 Order and procedures for business registration

The order and procedures for business registration shall be implemented as follows:

1. The founder of the enterprise or its representative shall submit a complete application file in accordance with the provisions of article 7 of this Decree to the Provincial Business Registration Office of the province in which the enterprise establishes its head office. The legal representative of the enterprise shall be responsible for the accuracy and truthfulness of the contents of the application for business registration.

In the case of any type of enterprise, a Provincial Business Registration Office may not require the founder of the enterprise to submit any other documents in addition to those stipulated in article 7 of this Decree.

2. A Provincial Business Registration Office shall accept the application file for business registration and, upon doing so, it must provide a receipt to the person submitting the file.

3. A Provincial Business Registration Office shall issue a business registration certificate to the enterprise within ten (10) days from the date of receipt of the application file where:

(a) The line of business is not included in the list of prohibited lines of business;

(b) The name chosen for the enterprise complies with the provisions of article 24.3 of the Law on Enterprises;

(c) The registration fees required by the regulations have been paid in full.

Upon issuance of a business registration certificate, the enterprise shall have its seal engraved and shall then have the right to use its own seal.

4. If an application file is not valid or if the name chosen for the enterprise is not in compliance with the regulations, the Provincial Business Registration Office must, within seven days from the date of receipt of the application file, provide written notice to the founder of the enterprise. The notice must clearly indicate which, and how, items need to be changed. If, upon expiry of the above time-limit, no notice has been provided, the name of the enterprise shall be deemed to have been accepted and the application file for business registration shall be deemed to be valid.

5. If, after fifteen (15) days from the date of submission of the application file for business registration, a business registration certificate has still not been received, the founder of the enterprise shall have the right to lodge a complaint with the Provincial Business Registration Office of the province in which the application file was submitted. If, after seven days from the date of lodging the complaint, there has still been no response received from the Provincial Business Registration Office, the founder of the enterprise shall have the right to lodge a complaint with the people's committee of the province or to issue proceedings in the Administrative Court of the locality where the application file for business registration was submitted in accordance with law.

6. As from the date of issuance of a business registration certificate, an enterprise shall have the right to conduct business operations and shall not be required to request permission from any State body, unless it is a conditional line of business.

7. Within seven days from the date of issuance of the business registration certificate, the Provincial Business Registration Office shall forward a copy of the business registration certificate to the Ministry of Planning and Investment, to the tax office, to the Statistics Department, and to the Department of Economic and Technological Management of the same province, and to the Business Registration Office of the district in which the enterprise establishes its head office.

8. A business registration certificate issued by a Provincial Business Registration Office shall be of full force and effect throughout the whole country.

Article 9 Registration of establishment of branch offices and representative offices

1. Upon establishment of a branch office or a representative office, an enterprise must provide notice to the Provincial Business Registration Office of the province in which it establishes such branch or representative office. The contents of the notice shall include:

(a) Name and address of the head office of the enterprise;

(b) Line of business;

(c) Full name, signature, and residential address of the legal representative of the enterprise;

(d) Name and address of the branch office or representative office;

(dd) Nature and scope of operations of the branch office or representative office;

(e) Full name and residential address of the person who will act as head of the branch office or representative office.

2. In addition to the notice referred to in clause 1 of this article, there must also be enclosed:

(a) Copy of the business registration certificate of the enterprise;

(b) Copy of the charter of the company in the case of limited liability companies, shareholding companies and partnerships.

3. If the line of business of the branch office is consistent with the line of business of the enterprise, or the nature of the operations of the representative office is consistent with the nature of the operations of the enterprise, then within seven days from the date of receipt of the notice, the Provincial Business Registration Office shall issue a business registration certificate to the branch office or representative office.

Upon issuance of a business registration certificate, the branch office or representative office shall have its seal engraved and shall then have the right to use its own seal.

If, after seven days from the date of providing notice to the Provincial Business Registration Office as provided in clause 1 of this article, the branch office or representative office has still not been issued with a business registration certificate, the enterprise shall have the right to lodge a complaint in accordance with article 8.5 of this Decree.

4. In cases where an enterprise establishes a branch office or representative office in a province or city other than the location of its head office, then within seven days from the date of issuance of a business registration certificate for the branch office or representative office, it must provide written notice to the Provincial Business Registration Office of the province in which its head office is located and must supplement its business registration file.

5. The establishment by an enterprise of an overseas branch office or representative office shall be implemented in accordance with the laws of the foreign country.

Within seven days from the date of official opening of its overseas branch office or representative office, an enterprise must provide written notice to the Provincial Business Registration Office of the province in which its head office is located in order to supplement its business registration file.

Article 10 Registration of amendments of and additions to lines of business

1. In the case of any amendments of or additions to the lines of business, an enterprise shall provide notice to the Provincial Business Registration Office at which it is registered. The contents of the notice shall include:

(a) Name of the enterprise, its business registration number, date of issuance of its business registration certificate;

(b) Address of the head office of the enterprise;

(c) Lines of business formerly registered;

(d) Additional or amended lines of business proposed to be registered;

(dd) Full name, signature and residential address of the legal representative of the enterprise.

In the case of addition of lines of business requiring an amount of legal capital, the confirmation of the authorized body or a legal certificate of the capital of the company must be obtained.

In the case of addition of lines of business requiring a practising certificate, a proper copy of the practising certificate as stipulated.

2. Upon receipt of such notice, the Provincial Business Registration Office shall provide a receipt and shall stipulate a date for registration of the amendments of or additions to the lines of business in the original business registration certificate of the enterprise within seven days from the date of receipt of the notice.

If, upon expiry of the above time-limit of seven days, the amendments of or additions to the lines of business of the enterprise have not been registered, the enterprise shall still have the right to conduct such lines of business, unless the additional or amended lines of business are those subject to conditions.

Article 11 Registration of change of address of head office of an enterprise

1. When changing the address of the head office from one location to another within a province or city under central authority, the enterprise shall provide notice to the Provincial Business Registration Office. The contents of the notice shall include:

(a) Name of the enterprise, its business registration number, date of issuance of its business registration certificate;

(b) Address of the head office of the enterprise;

(c) Proposed address of the change of head office;

(d) Full name, signature, and residential address of the legal representative of the enterprise.

Upon receipt of notice, the Provincial Business Registration Office shall provide a receipt and shall stipulate a date for registration of the change of head office in the original business registration certificate of the enterprise within seven days from the date of receipt of the notice.

If, after seven days from the above date, the change of head office of the enterprise has not been registered, the enterprise shall still have the right to transfer to the new location, but it must provide written notice of the new head office to all creditors for their information upon change of its address.

2. When an enterprise transfers its head office to a different province, it must provide notice to both the Provincial Business Registration Office of the province in which it is registered and to the Provincial Business Registration Office of the province in which it proposes to locate its new office. The contents of the notice shall include:

(a) Name of the enterprise, its business registration number, and the place of issuance of its business registration certificate;

(b) Address of the head office of the enterprise;

(c) Proposed address of the change of head office;

(d) Full name, signature, and residential address of the legal representative of the enterprise.

The enterprise must include in the notice to the Provincial Business Registration Office of the province in which it proposes to locate its new office, the charter of the company and, in the case of a limited liability company with two or more members, a list of members, in the case of a shareholding company, a list of founding shareholders, and in the case of a partnership, a list of partners.

In cases where the name of the enterprise is not the same as, or does not cause any confusion with, the name of an enterprise already registered in the same locality to which the enterprise transfers, the Provincial Business Registration Office of the locality in which the enterprise proposes to establish its new office shall register the change of head office and re-issue a business registration certificate to the enterprise within fifteen (15) days from the date of receipt of the notice.

In cases where the name of the enterprise is the same as, or causes confusion with the name of, an enterprise already registered in the same locality to which the enterprise transfers, then within fifteen (15) days from the date of receipt of the notice, the Provincial Business Registration Office of the locality in which the enterprise proposes to establish its new office must provide written notice to the enterprise and also advise it to choose another name and to change the relevant items in its application file. In such cases, the Provincial Business Registration Office shall register the transfer of the head office after the enterprise has carried out all of the above requirements.

Within seven days of re-issuance of a business registration certificate, the enterprise must send a valid copy to the Provincial Business Registration Office of the province in which it was formerly registered.

3. A change of the head office of an enterprise shall not change any of the rights and obligations of the enterprise.

Article 12 Registration of change of name of an enterprise

1. When changing its name, an enterprise shall provide notice to the Provincial Business Registration Office of the province in which it is registered. The contents of the notice shall include:

(a) Current name of the enterprise, its business registration number, and date of issuance of its business registration certificate;

(b) Address of the head office of the enterprise;

(c) Proposed new name;

(d) Full name, signature, and residential address of the legal representative of the enterprise.

2. Upon receipt of notice, the Provincial Business Registration Office shall provide a receipt and shall stipulate a date for registration of the change of name in the original business registration certificate of the enterprise.

In cases where the proposed new name of the enterprise is not the same as, or does not cause any confusion with, the name of an enterprise already registered, the Provincial Business Registration Office shall register the change of name and record the new name in the original business registration certificate of the enterprise within seven days from the date of receipt of the notice.

In cases where the proposed new name of the enterprise is the same as, or causes confusion with, the name of an enterprise already registered, the Provincial Business Registration Office shall provide written notice to the enterprise advising it to choose another name and shall then register a change of name of the enterprise as provided in this article.

3. A change of name of an enterprise shall not change any of the rights and obligations of the enterprise.

Article 13 Registration of change of legal representative of an enterprise

1. In cases where a partnership admits a new partner into the partnership or dismisses a partner from the partnership or where a partner retires from the partnership, the partnership shall provide notice to the Provincial Business Registration Office of the province in which it is registered. The contents of the notice shall include:

(a) Name of the partnership, its business registration number, and date of issuance of its business registration certificate;

(b) Address of the head office of the partnership;

(c) Full name and residential address of the new partner, the partner who has been dismissed, or the partner who has retired from the partnership;

(d) Signatures of all partners in the partnership or authorized partners.

Upon receipt of notice, the Provincial Business Registration Office shall provide a receipt and shall stipulate a date for registration of the change of partners in the original business registration certificate of the partnership within seven days from the date of receipt of the notice.

2. In the case of any change of the legal representative of a limited liability company and a shareholding company, the company shall provide notice to the Provincial Business Registration Office at which it is registered. The contents of the notice shall include:

(a) Name of the company, its business registration number, and date of issuance of its business registration certificate;

(b) Address of the head office of the company;

(c) Full name, position and residential address of the current legal representative of the company;

(d) Full name, position and residential address of the replacement for the current legal representative of the company;

(dd) Full name and signature of the chairman of the Members' Council, of the legal representative of the company in the case of a one-member limited liability company, or of the chairman of the Board of Management in the case of a shareholding company.

Upon receipt of notice, the Provincial Business Registration Office shall provide a receipt and shall stipulate a date for registration of the change of the legal representative of the company within seven days from the date of receipt of the notice.

Article 14 Registration of changes in invested capital of the owner of a private enterprise and charter capital of a company

1. Where the invested capital of the owner of an enterprise decreases to an amount which is lower than the amount of invested capital formerly registered, the owner of the enterprise shall be required to provide notice of capital decrease to the Provincial Business Registration Office at which it is registered. The contents of the notice shall include:

(a) Name of the enterprise, its business registration number, and date of issuance of its business registration certificate;

(b) Full name, signature and residential address of the owner of the enterprise;

(c) Address of the head office of the enterprise;

(d) Lines of business;

(dd) Amount of invested capital formerly registered and amount of capital registered after the decrease.

Upon receipt of notice, the Provincial Business Registration Office shall provide a receipt and stipulate a date for registration of the decrease in invested capital within seven days from the date of receipt of the notice, except in the cases stipulated in clause 3 of this article.

The owner of the enterprise shall be entitled to increase or decrease his or her invested capital without declaration to the Provincial Business Registration Office in cases where the decreased amount of invested capital is not lower than the amount of invested capital formerly registered.

2. Upon any increase or decrease in the charter capital, the company shall provide notice to the Provincial Business Registration Office at which it is registered. The contents of the notice shall include:

(a) Name of the company, its business registration number, and date of issuance of its business registration certificate;

(b) Address of the head office of the company;

(c) Lines of business;

(d) Amount of the charter capital of the company formerly registered and amount of capital registered after increase or decrease;

(dd) Full name, signature and residential address of the legal representative of the company; or of the authorized unlimited liability partners in the case of a partnership.

Upon receipt of notice, the Provincial Business Registration Office shall provide a receipt and shall stipulate a date for registration of the change in the charter capital in the original business registration certificate of the company within seven days from the date of receipt of the notice, except in the cases stipulated in clause 3 of this article.

3. In the case of an enterprise engaged in any line of business requiring legal capital, the Provincial Business Registration Office shall only register a decrease in invested capital or charter capital of the enterprise if the amount of capital registered after the decrease will not be lower than the amount of legal capital prescribed for such line of business.

Article 15 Notice of temporary suspension of operations

An enterprise temporarily suspending its operations must provide written notice to the Provincial Business Registration Office at which the head office of the enterprise is registered and to the tax office within at least fifteen (15) days prior to temporary suspension of its operations. The contents of the notice shall include:

1. Name of the enterprise, its business registration number, and date of issuance of its business registration certificate;

2. Address of the head office of the enterprise;

3. Lines of business;

4. Period of temporary suspension of operations, date of commencement and date of termination of such period;

5. Reasons for temporary suspension of operations;

The Provincial Business Registration Office shall receive the notice and record it in a book for monitoring.

Article 16 Revocation of business registration certificates

1. Where an enterprise fails to conduct any business activities for one year from the date of issuance of its business registration certificate as stipulated in article 121.3(a) of the Law on Enterprises, the Provincial Business Registration Office shall issue a written notice of this breach to the enterprise and request the latter to conduct business activities within fifteen (15) days from the date of receipt of such notice.

Upon expiry of the time-limit of fifteen (15) days, if the enterprise still fails to conduct business activities, the Provincial Business Registration Office shall request the legal representative of the enterprise to attend the head office of the Provincial Business Registration Office for the purpose of explanation.

If the requested person fails to attend, the Provincial Business Registration Office shall publicly proclaim the act of breach committed by the enterprise and shall revoke its business registration certificate.

2. Where an enterprise ceases its business activities for a continuous period of one year without providing notice to the Provincial Business Registration Office as stipulated in article 121.3(b) of the Law on Enterprises, the Provincial Business Registration Office shall issue a written notice of breach to the enterprise and request the latter to explain the reasons for its temporary suspension of operations and to notify the time when it will resume business activities.

Upon expiry of a time-limit of fifteen (15) days, if the enterprise fails to make a report, the Provincial Business Registration Office shall request the legal representative of the enterprise to attend the head office of the Provincial Business Registration Office for the purpose of explanation.

If the requested person fails to attend, the Provincial Business Registration Office shall publicly proclaim the act of breach committed by the enterprise and shall revoke its business registration certificate.

3. Where an enterprise fails to report on its business activities to the Provincial Business Registration Office for two consecutive years as stipulated in article 121.3(c) of the Law on Enterprises, the Provincial Business Registration Office shall issue a written notice of breach to the enterprise and request the latter to report in writing on the status of its business activities within fifteen (15) days from the date of the notice. Upon expiry of such time-limit, if the enterprise fails to make the report, the Provincial Business Registration Office shall publicly proclaim the act of breach committed by the enterprise and shall revoke its business registration certificate.

4. Where an enterprise fails to send a report as referred to in article 116.3 of the Law on Enterprises to the Provincial Business Registration Office within six months from the date of receipt of the written demand as stipulated in article 121.3(d) of the Law on Enterprises, the Provincial Business Registration Office shall, within fifteen (15) days of expiry of the time-limit of the first notice, issue a second notice to the enterprise requesting the latter to make a report in accordance with stipulated provisions.

If, upon expiry of the time-limit of the second notice, the enterprise still fails to send a written report as required, the Provincial Business Registration Office shall request the legal representative of the enterprise to attend the head office of the Provincial Business Registration Office for the purpose of explanation.

If the requested person fails to attend, the Provincial Business Registration Office shall publicly proclaim the act of breach committed by the enterprise and shall revoke its business registration certificate.

5. Where it discovers that an enterprise is conducting a prohibited line of business, the Provincial Business Registration Office shall issue a written notice requesting the enterprise to cease conducting such line of business immediately. If the enterprise continues to conduct the prohibited line of business, the Provincial Business Registration Office shall revoke its business registration certificate and notify the competent State bodies for resolution in accordance with law.

6. Upon proclamation of any breach committed by an enterprise as stipulated in clauses 1, 2, 3, 4 and 5 of this article, the Provincial Business Registration Office shall compel the enterprise to carry out the procedures for dissolution in accordance with the provisions of article 112.5 of the Law on Enterprises and shall remove the name of the enterprise from the business register.

7. Where it discovers that an enterprise is committing a breach of the law, the line administration body shall directly deal with it in accordance with its authority as stipulated by law or shall notify the Provincial Business Registration office at which the enterprise has registered its business for the purpose of resolution.


CHAPTER IV

Business Registration of Individual Household Businesses

Article 17 Individual household businesses

1. An individual household business is owned by an individual or a household, conducts business at a fixed location, does not regularly employ labour, does not have a seal, and shall be liable for its business activities to the extent of all assets of the individual or household.

2. Individual household businesses which engage in agricultural, forestry and fishery production or salt-making or are street vendors or service providers earning low income shall not be required to register their businesses.

Article 18 Right to carry out business registration

All Vietnamese citizens who have reached the age of eighteen (18) years having full capacity for civil acts and households may carry out business registration in accordance with the provisions of this Chapter, except minors, persons whose capacity for civil acts is reduced or lost, persons who are subject to criminal prosecution, serving prison sentences, or have had their practising rights revoked by a court.

Article 19 Order and procedures for business registration of individual household businesses

1. An individual or the representative of a household shall submit an application for business registration as an individual household business to the District Business Registration Office where the business is located.

2. The content of the application for business registration shall comprise:

(a) Full name, signature and residential address of the individual or the representative of the household;

(b) Business location;

(c) Lines of business;

(d) Business capital.

In the case of lines of business which require practising certificates as prescribed by laws, ordinances or decrees, a certified copy of the practising certificate of the individual or the representative of the household must be attached to the application.

The District Business Registration Office may not require the business registration applicant to submit additional documents other than those stipulated in this clause.

3. Within seven days from the date of receipt of an application, the District Business Registration Office shall issue a business registration certificate to the individual household business if it satisfies the following conditions:

(a) Line of business is not included in the list of prohibited lines of business;

(b) Where the individual household business has a name, such name must not be the same as that of an individual household business already registered in the district;

(c) Full payment of the business registration fee as prescribed.
The District Business Registration office may not, for any reason, delay or refuse the business registration of an individual household business.

4. Within seven days from the date of issuance of the business registration certificate, the District Business Registration Office shall forward a copy of the business registration certificate of the individual household business to the tax office at the same level.

Article 20 Commencement of business

An individual household business may conduct its business activities as from issuance of the business registration certificate, unless it conducts a conditional line of business.

Article 21 Registration of alterations of business registration

1. In the case of any changes to the registered contents of business registration, an individual household business shall notify such changes to the District Business Registration Office which has issued the business registration certificate.

2. In the case of transfer of the business location to another district, an individual household business shall submit the business registration certificate to the District Business Registration Office which has issued such certificate and proceed with business registration with the District Business Registration Office where the new business location is located.

3. In cases where business activities are suspended for thirty (30) or more days, an individual household business shall notify the District Business Registration Office which has issued its business registration certificate and also the tax office which directly manages it.

4. When ceasing its business activities, an individual household business must submit its business registration certificate to the District Business Registration Office at which the individual household business is registered.


CHAPTER V

Implementing Provisions

Article 22 Dealing with breaches

1. State employees or officers who are autocratic or officious or who extort or cause difficulties and trouble to organizations or individuals while dealing with their business registration and examining the contents of business registration shall be subject to disciplinary action in accordance with law.

2. State employees or officers who refuse to issue business registration certificates to persons satisfying conditions or who issue business registration certificates to persons not satisfying conditions shall, depending on the nature and seriousness of the breach, be subject to disciplinary action or criminal prosecution in accordance with law.

Where any damage is caused by a breach of the provisions of this clause, the State employee or officer concerned must compensate the organization or individual for the damage.

3. Depending on the nature and seriousness of each breach, persons committing any of the following breaches shall be subject to administrative penalty or criminal prosecution in accordance with law:

(a) Conducting business in the form of a private enterprise, limited liability company, shareholding company, partnership or individual household business without carrying out business registration in accordance with this Decree;

(b) Continuing to conduct business after a business registration certificate has been revoked;

(c) Declaring dishonestly, inaccurately or beyond the time-limit any alteration to the business registration documents of an enterprise;

(d) Deliberately valuing assets contributed as capital at higher than actual value;

(dd) Failing to submit annual financial statements to the business registration body or the tax office, or submitting untrue or inaccurate statements.

Article 23 Effectiveness

1. This Decree shall be of full force and effect after fifteen (15) days from the date of its promulgation. All previous provisions which are inconsistent with this Decree are hereby repealed.

2. Chapter IV of this Decree shall replace Decree 66-HDBT of the Council of Ministers dated 2 March 1992 on individuals and business groups with capital lower than the legal capital provided for in Decree 221-HDBT dated 23 July 1991.

Individuals and business groups operating under Decree 66-HDBT of the Council of Ministers dated 2 March 1992 shall not be required to carry out the procedures for business re-registration provided for in Chapter IV of this Decree, but may convert their business licences into business registration certificates. Business licences issued in accordance with Decree 66-HDBT of the Council of Ministers dated 2 March 1992 which are still effective shall be valid as business registration certificates for individual household businesses in accordance with this Decree.

Individuals and business groups operating under Decree 66-HDBT of the Council of Ministers dated 2 March 1992 conducting business activities at two or more locations and regularly employing labour must select a form of enterprise for the purpose of business registration in accordance with the Law on Enterprises.

3. Limited liability companies, shareholding companies and private enterprises established under the Law on Companies and Law on Private Enterprises dated 21 December 1990 and the Law on Amendment of and Addition to a Number of Articles of the Law on Companies and Law on Amendment of and Addition to a Number of Articles of the Law on Private Enterprises dated 22 June 1994 shall not be required to carry out the procedures for business re-registration.

Article 24 Guidelines for implementation

Ministers, heads of ministerial equivalent bodies, heads of Government bodies, and chairmen of people’s committees of provinces and cities under central authority shall be responsible for implementation of this Decree.

The Minister of Planning and Investment shall be responsible for providing guidelines for and organizing the implementation of this Decree.


For the Government
The Prime Minister


PHAN VAN KHAI