Procedures for revocation of business registration certificate in Vietnam

Currently, our country with a developing economy attracts businesses to invest in business and develop and expand the market. The establishment of a business is currently a matter of concern to investors. The law of our country has specific regulations on the order, procedures and documents for establishment according to each specific business model. However, there are also cases; where enterprises have committed violations of the law; when they go into operation, such as making false declarations in the business registration dossiers; in cases where the enterprises do not submit reports in accordance with current law. act, leading to serious consequences. So what are the cases of revocation of the Business Registration Certificate? How is the withdrawal procedure done? So, LSX Lawfirm will give you an article about: “Procedures for revocation of business registration certificate in Vietnam”, as follows:

Legal grounds

Law on enterprises 2020

Decree No. 47/2021/ND-CP

Decree No. 01/2021/ND-CP

Circular No. 01/2021/TT-BKHDT

Circular No. 47/2019/TT-BTC

Cases of revocation of business registration certificates in Vietnam

According to Article 75 of Decree 01/2021/ND-CP, cases of revocation of the Certificate of Business Registration are as follows:

Firstly

The information declared in the enterprise registration dossier forged.

Secondly

Registered enterprises with individuals or organizations banned from establishing enterprises as prescribed in Clause 2, Article 17 of the Law on Enterprises in 2020:

The following organizations and individuals do not have the right to establish and manage enterprises in Vietnam:

a) So, State authorities, People’s armed forces using state-owned assets to establish enterprises to serve their own interests;

b) Then, officials and public employees defined by the Law on Officials and the Law on Public Employees;

c) Then, commissioned officers, non-commissioned officers; career military personnel, military workers and public employees in agencies and units of Vietnam People’s Army; commissioned officers, non-commissioned officers and police workers in police authorities and units; except for those designated and authorized representatives to manage state-owned stakes in enterprises or to manage state-owned enterprises.

In addition

d) Then, executive officers and managers of state-owned enterprises prescribed in Point a Clause 1 Article 88 of this Law; except those designated as authorized representatives to manage state-owned stakes in other enterprises;

dd) So, minors, people with limited legal capacity; incapacitated people; people having difficulties controlling their behaviors; organizations that are not juridical persons;

e) So, people who are facing criminal prosecution, kept in temporary detention, serving an imprisonment sentence; serving an administrative penalty in a correctional institution or rehabilitation center; has limited legal capacity or incapacitated; do not able to control his/her own behaviors, is banned by the court from holding certain positions or doing certain works; other cases prescribed by the Law on Bankruptcy and the Anti-corruption Law.

If so requested by the business registration authority, the applicant shall submit the judicial records;

g) Juridical persons banned from business operation or banned from certain fields as prescribed by the Criminal Code.

Thirdly

The enterprise ceases its business operations for 1 year without notifying the business registration authority and the tax authority.

You can also refer to the article related to company division in Vietnam, or Registration company in Vietnam after a full or partial division, Cease existence of divided company in Vietnam or Names of Vietnam’s branches and representative offices.

Then

• Enterprises fail to submit reports as prescribed at Point c, Clause 1, Article 216 of the Enterprise Law 2020.
• So, the Court decided to revoke the Certificate of Business Registration.
• So, the Business Registration Office receives a written request for revocation of the Business Registration Certificate from a competent state agency in accordance with law.

Procedures for revocation of business registration certificate in Vietnam

According to the provisions of Article 75 of Decree No. 01/2021/ND-CP, the procedure for revocation of the Certificate of Business Registration currently includes the following steps:

Step 1: Report the violation

Firstly

In case the content declared in the enterprise registration dossier forged

– The information declared in the application for registration of new establishment of an enterprise forged; Business Registration Office will issue a notice of the violation by the enterprise; and concurrently issue a decision to revoke the Certificate of Registration. enterprise;

– Then, the application file for change of business registration information; the notice of change of business registration information forged; so the Business Registration Office shall issue a notice of the violation of the enterprise and issue a decision. The decision to cancel the changes in the contents of the change of business registration made on the basis of forged information; and the Certificate of Business Registration; the Certificate of the change in the contents of the enterprise registration approved. previous level.

After that, the Business Registration Office will ask the enterprise to re-do the application file considered for issuance of the Certificate of Business Registration; the Certificate of Change of Business Registration. Upon receiving the notice of the Business Registration Office; Enterprise may combine the legal changes of the registrations; the notice of subsequent changes to submit in one dossier granted a single registration sign the new change;

So, the Business Registration Office shall notify the enterprise on the act of declaring forged dossiers to the competent state agency for consideration and handling in accordance with current law.

Secondly

In case a registered enterprise has an individual or organization prohibited from establishing an enterprise according to the provisions of Clause 2; Article 17 of the Law on Enterprises 2020.

– So, for a private enterprise, a single-member limited liability company owned by an individual: the Business Registration Office where the enterprise has registered shall issue a notice of violations; and issue a decision on collection of violations; return the Certificate of Business Registration;

– So, for limited liability companies with two or more members; single-member limited liability companies owned by organizations, joint-stock companies and partnerships: Business Registration Office where the enterprise located has registered to issue a written notice requesting that enterprise to change members or shareholders; who do not entitle to establish an enterprise as prescribed by law within 30 days from the date of notification.

If so after 30 days; the enterprise does not register to change its members or shareholders; the Business Registration Office will issue a notice of the violation by the enterprise; and issue a decision to revoke the Certificate of Business Registration.

Thirdly

In case an enterprise stops operating for 1 year without notifying the business registration authority and the tax authority

The Business Registration Office shall notify the enterprise in writing of the violation; and request the enterprise’s legal representative to come to the office of the Business Registration Office to explain the above matter. After then 10 working days from the end of the appointment period in the notice; if so the requested person does not come; or the explanation of the legal representative does not approve; the Business Registration Office shall issue a decision to collect the payment; return the Certificate of Business Registration;

Then the Business Registration Office is responsible for coordinating with relevant state management agencies in reviewing; and explaining the enterprise’s cessation of business operations for 1 year without notifying the Business Registration Authority. and Tax Authority.

Then

In case the enterprise fails to submit the report as prescribed at Point c, Clause 1, Article 216 of the Enterprise Law 2020

In this case, within 10 days from the end of 06 months from the deadline to send the report or make a written request to the Business Registration Office as prescribed in Point d Clause 1 Article 212 Law on Enterprises 2020. So, the Business Registration Office sends a written notice of violations of the enterprise and requires the legal representative of that enterprise to come to the office of the Business Registration Office to solve it. submit the case. After then 10 working days from the end of the appointment period in the notice, if the requested person does not come or the explanation does not approve, the Business Registration Office will issue a decision to revoke the Certificate of Registration. enterprise of that enterprise;

Then the Business Registration Office is responsible for coordinating with relevant state management agencies in reviewing the enterprise’s explanation.

Then

In case the Court decides to revoke the Certificate of Business Registration

In this case, the Business Registration Office shall issue a decision to revoke the Certificate of Business Registration on the basis of the Court’s decision within 3 working days from the date the Business Registration Office receives the decision on business registration. Court’s return.

Then

In case the Business Registration Office receives a written request for revocation of the Business Registration Certificate from a competent state agency in accordance with law

In this case, the Business Registration Office must notify in writing of the violation and request the legal representative of the enterprise to come to the office of the Division to explain. After 10 working days from the end of the time limit mentioned above, if the requested person does not come or the explanation does not approve, the Business Registration Office shall issue a decision to revoke the Certificate of Business Registration.

Step 2: Carry out the enterprise dissolution procedures in accordance with current law

After the enterprise receives the decision on revocation of the business registration certificate from the business registration office; the enterprise shall carry out procedures for dissolution of the enterprise; according to the case of revocation of the enterprise registration certificate; or under the decision of the enterprise registration office; decision of the Court, except for cases; where the enterprise’s certificate of enterprise registration revoked to take coercive measures at the request of the tax administration agency;

Information on the revocation of the Certificate of Business Registration; must be entered into the National Information System on Business Registration; and sent to the Tax Authority within 1 working day from the date of issue of the Business Registration Office decision to revoke the Certificate of Business Registration.

Step 3

Within 02 working days from the date the Business Registration Office issues a notice of the violation of the enterprise in the case of revocation; of the Certificate of Business Registration; or a decision to revoke the Certificate of Business Registration. The Business Registration Office shall send the above notice and decision to the head office address of the enterprise and publish such information on the national portal on enterprise registration.

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