PROCEDURES FOR NEW ISSUANCE OF BUSINESS REGISTRATION CERTIFICATE FOR LIMITED LIABILITY COMPANY

What conditions must an enterprise meet to be granted an Enterprise Registration Certificate?

To be granted an Enterprise Registration Certificate, an enterprise must satisfy the conditions specified in Article 27.1 of the Law on Enterprises 2020 and Article 34.1 of Decree 01/2021/ND-CP (“Decree No. 01”), namely:

Firstly, the registered business lines of enterprises are not banned from business investment as prescribed by the applicable laws;

Secondly, name of the enterprise is in line with the provisions of the Law on Enterprise 2020;

Thirdly, the enterprise has a valid enterprise registration dossier;

Fourthly, when registering an enterprise, the registration fee must be fully paid by the law on administrative fees and charges.

2. What are the regulations of law on enterprise registration documents of a limited liability company (LLC)?

According to the provisions of Article 21 of the Law on Enterprises 2020, Articles 23 and 24 of Decree No. 01, an enterprise registration dossier includes:

- An application for business registration (Article 23 of the Law on Enterprises 2020) includes:

Business name;

Address of the head office of the enterprise, phone number; fax number, email (if any);

Business lines and lines;

Charter capital;

Tax registration information;

Expected number of employees; Full name, signature, contact address, nationality, legal information of the individual for the legal representative of the limited liability company.

- The company's charter (Article 24 Law on Enterprises 2020) includes:

Name and address of the company's head office; name, address of the branch and representative office (if any);

Business lines and lines;

Charter capital;

Full name, contact address, nationality of the company owner, member for limited liability company. Capital contribution and value of contributed capital of each member, for limited liability companies;

Rights and obligations of members concerning a limited liability company;

Organizational management structure;

Number and title of manager and rights and obligations of the legal representative of the enterprise; division of rights and obligations of the legal representative in case the company has more than one legal representative;

Procedures for passing company decisions; internal dispute settlement principles;

Bases and methods for determining salary, remuneration, and the bonus of managers and Controllers;

In case a member has the right to request the company to buy back the contributed capital in the case of a limited liability company;

Principles of profit-sharing after-tax and handling of business losses;

In case of dissolution, the order of dissolution and procedures for liquidation of company assets;

Procedures for amending and supplementing the company's charter.

- The list of members for a limited liability company with two or more members (Article 25 of the Law on Enterprises 2020) includes:

Full name, signature, nationality, and contact address of individual members, for limited liability companies;

Name, enterprise identification number, and head office address of the member is an organization, for limited liability companies;

Full name, signature, nationality, contact address of the legal representative or authorized representative of the member is an organization, in the case of a limited liability company;

The amount of contributed capital, the value of contributed capital, percentage of ownership of contributed capital, type of assets, the number of assets, value of each type of assets contributed as capital, the time limit for a capital contribution of each member, for limited liability companies limited liability.

- Copies of the following documents:

Legal documents of the individual for the legal representative of the enterprise;

For limited liability companies with 2 or more members (Point b, Clause 4, Article 23 of Decree No. 01).

Legal papers of individuals for company members, founding shareholders, shareholders being foreign investors are individuals; Legal papers of the organization for members, founding shareholders, shareholders being foreign investors being organizations; Legal documents of individuals for authorized representatives of members, founding shareholders, shareholders being foreign investors being organizations and documents on the appointment of authorized representatives.

For members and shareholders being foreign organizations, copies of legal papers of the organization must be consular legalized;

For one-member limited liability companies (point b, clause 3, Article 24 of Decree No. 01)

Legal papers of the individual for the company owner being an individual; Legal papers of the organization for the company owner being an organization (except for the case where the company owner is the State); Legal documents of the individual for the authorized representative and the document appointing the authorized representative.

For the company owner is a foreign organization, the copy of the legal papers of the organization must be consular legalized;

Investment registration certificate in case the enterprise is established by a foreign investor or a foreign-invested economic organization by the provisions of the Investment Law and its guiding documents.

3. What is the procedure for registering and granting an Enterprise Registration Certificate?

Enterprise establishment registrants can carry out the registration procedures in one of the following three methods: Business registration directly at the business registration office; by postal service; through electronic information networks.

Within 03 working days from the date of receipt of the valid application, the Business Registration Office shall issue the Enterprise Registration Certificate and update the business registration information in the National Registration Database.

Within 03 working days from the date of receiving the application, if the application is not valid or the name of the enterprise requested for registration is not under regulations, the Business Registration Office must notify in writing of the contents of the application. need to be amended or supplemented for the founder of the enterprise or enterprise.

The Business Registration Office shall record all requests for amendment and supplementation of enterprise registration dossiers for each set of dossiers submitted by enterprises in a Notice of request for amendment and supplementation of enterprise registration dossiers.

If after the above time limit, the enterprise registration certificate is not granted or the notice of request for amendment and supplementation of the enterprise registration dossier is not received, the enterprise founder or enterprise has the right to complain, denounce according to the provisions of the law on complaints and denunciations.

The information on the Enterprise Registration Certificate is valid from the date the Business Registration Office issues the Business Registration Certificate.

Enterprises have the right to request the Business Registration Office to issue a copy of the Enterprise Registration Certificate and must pay fees as prescribed.

4. Legal consequences when the enterprise does not register the enterprise

An enterprise operating but failing to register for an Enterprise Registration Certificate shall be administratively sanctioned with a fine ranging from VND 20,000,000 to VND 30,000,000 and forced to apply the remedial measure of register the establishment of an enterprise according to the provisions of Article 28 of Decree 50/2016/ND-CP.

ADK & Co Vietnam Lawyers