What shall enterprises do when having changes to enterprise registration information in accordance with Viet Nam law?
Enterprise registration information are essential informations for the state management of enterprises in Viet Nam. In the course of operation, enterprise may have changes to enterprise registration information. In these situations, what shall enterprises do according to Viet Nam Law on enterprises? Let’s join Lawyer X to find out this issue through the following scenario: “Dear Lawyer! I want to ask about what procedure shall my enterprise carry out if there are changes to enterprise registration information? Thanks for answering me!”
Legal grounds
2020 Viet Nam Law on Enterprises
What is an enterprise?
The definition of an enterprise is specified in Clause 10, Article 4 of Law on Enterprise 2020, whereby: “Enterprise means an organization that has a proper name, assets, premises, is established or registered in accordance with law for business purposes.”
According to the Enterprise Law 2020, inheriting the previous legal regulations, currently enterprises include the following four types: private enterprises, partnerships, limited liability companies, joint-stock companies. Thus we can answer the question if enterprise and company are the same? Enterprise has broader connotations than company. Company refers to types of enterprises that are: Partnerships, Limited Liability Companies, Joint-Stock Companies.
There are some terms we should notice to understand better about the application for enterprise registration:
– Enterprise Registration Certificate means a physical or electronic document bearing enterprise registration information provided for the enterprise by a business registration authority.
– Charter capital means the total value of assets that have been contributed or promised by the members/partners/owners when the limited liability company or partnership is established; or the total of nominal values of the sold or subscribed shares when a joint stock company is established.
Contents of the enterprise registration application form
The following information shall be provided in the enterprise registration application form:
– The enterprise’s name;
– The enterprise’s headquarters, phone number, fax number, email address (if any);
– The enterprise’s business lines;
– The charter capital (or investment capital if the enterprise is a private enterprise);
– Types of shares, face value of each type and total authorized shares of each type if the enterprise is a joint stock company;
– Tax registration information;
– Expected quantity of employees;
– Full name, signature, mailing address, nationality and legal documents of each partner (for partnerships) or the owner (for private enterprises);
– Full name, signature, mailing address, nationality and legal documents of the legal representative (for limited liability companies and joint stock companies).
Registering revisions to the Enterprise Registration Certificate
– Revisions to any of the information specified in Article 28 of Law on Enterprises on the Enterprise Registration Certificate shall be registered by the enterprise with the business registration authority.
– An application for revision shall be submitted within 10 days from day on which the change occurs.
– Within 03 working days from the receipt of the application for revision, the business registration authority shall consider the validity of the application and decide whether to issue a new Enterprise Registration Certificate. The business registration authority shall inform the applicant of necessary supplementation in writing if the application is invalid or inform the applicant and provide explanation if the application is rejected.
– Procedures for registering revisions to the Enterprise Registration Certificate under a court decision or arbitration award:
+ The applicant shall submit the application for revision to the competent business registration authority within 15 days from the effective date of the court decision or arbitration award. The application shall include copies of the effective court decision or arbitration award;
+ Within 03 working days from the receipt of the application, the business registration authority shall consider issuing a new Enterprise Registration Certificate in accordance with the effective court decision or arbitration award. The business registration authority shall inform the applicant of necessary supplementation in writing if the application is invalid or inform the applicant and provide explanation if the application is rejected.
Notification of changes to enterprise registration information
– The enterprise shall notify the business registration authority of any change to:
+ The enterprise’s business lines;
+ The founding shareholders and foreign shareholders (for joint stock companies, except listed companies);
+ Other content of the enterprise registration application.
– The enterprise shall notify a change to enterprise registration information within 10 days from its occurrence.
– A joint stock company shall send a written notification to the business registration authority in charge of the area where the company is headquartered within 10 days from the occurrence of the change to foreign shareholders registered in the company’s shareholder register. Such a notification shall contain:
+ The company’s name, EID number, headquarter address;
+ For foreign shareholders who transfer their shares: Names and headquarter addresses of shareholders that are organizations; full names, nationalities, mailing addresses of shareholders that are individuals; quantities and types of shares they are holding; quantities and types of shares being transferred;
+ For foreign shareholders who receive shares: Names and headquarter addresses of shareholders that are organizations; full names, nationalities, mailing addresses of shareholders that are individuals; quantities and types of shares being received; their holdings;
+ Full names and signatures of the company’s legal representatives.
– Within 03 working days from the receipt of the notification, the business registration authority shall consider its validity and decide whether to accept the change. The business registration authority shall inform the enterprise of necessary supplementation in writing if the application is invalid or inform the applicant and provide explanation if the change is not acceptable.
– Procedures for notifying changes to enterprise registration information under a court decision or arbitration award:
+ The organization or individual that requests to make the change (the requester) shall send a notification to the competent business registration authority within 10 days from the effective date of the court decision or arbitration award. The notification shall include copies of the effective court decision or arbitration award;
+ Within 03 working days from the receipt of the notification, the business registration authority shall consider accepting the change in accordance with the effective court decision or arbitration award. The business registration authority shall inform the applicant of necessary supplementation in writing if the notification is invalid or inform the applicant and provide explanation if the change is not acceptable.
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Frequently asked questions
Revisions to any of the information specified in Article 28 of Law on Enterprises on the Enterprise Registration Certificate shall be registered by the enterprise with the business registration authority.
The enterprise shall notify the business registration authority of any change to:
+ The enterprise’s business lines;
+ The founding shareholders and foreign shareholders (for joint stock companies, except listed companies);
+ Other content of the enterprise registration application.
The enterprise shall notify a change to enterprise registration information within 10 days from its occurrence.
Conclusion: So the above is What shall enterprises do when having changes to enterprise registration information in accordance with Viet Nam law?. Hopefully with this article can help you in life, please always follow and read our good articles on the website: lsxlawfirm.com
