Legal ground:
Law on Investment 2020
Until now (in 2021), Vietnamese law stipulates that there are 05 cases of revocation of enterprise registration certificates (ERC). Pursuant to the provisions of Clause 1, Article 212 of the Law on Enterprises 2020, an enterprise’s ERC shall be revoked in the following cases:
Case 01: The enterprise registration application contains fraudulent information. If there are grounds to detect that information in an application for enterprise registration is fraudulent, the relevant entity has the right to request the Business Registration Office to revoke the ERC and has the responsibility to provide one of the following documents:
+ A copy of the document provided by a competent authority to certify that its documents are forged; or
+ A copy of the certification given by a police authority that information in the application for enterprise registration is fraudulent.
Case 02: The enterprise is established by persons banned from establishing enterprises, including:
+ State authorities, People’s armed forces using state-owned assets to establish enterprises to serve their own interests;
+ Officials and public employees defined by the Law on Officials and the Law on Public Employees;
+ 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;
+ Executive officers and managers of state-owned enterprises, except those who are designated as authorized representatives to manage state-owned stakes in other enterprises;
+ Minors; people with limited legal capacity; incapacitated people; people having difficulties controlling their behaviors; organizations that are not juridical persons;
+ 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 is incapacitated, is 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 requested by the business registration authority, the applicant shall submit the judicial records;
+ Juridical persons that are banned from business operation or banned from certain fields as prescribed by the Criminal Code.
Case 03: The enterprise is suspended for 01 year without notifying the business registration authority and the tax authority
The Business Registration Office shall issue a notice of violations and request the enterprise’s legal representative to provide explanation at its office. If the enterprise’s legal representative fails to provide explanation within 10 working days from the deadline written in the notice or provides implausible explanation, the Business Registration Office shall issue a Decision to revoke the ERC.
Case 04: The enterprise fails to send reports to the business registration authority within 06 months from the deadline or from the receipt of a written request
Within 10 working days from the deadline prescribed above, the Business Registration Office shall issue a notice of violations and request the enterprise’s legal representative to provide explanation at its office. If the enterprise’s legal representative fails to provide explanation within 10 working days from the deadline written in the notice or provides implausible explanation, the Business Registration Office shall issue a decision to revoke the ERC.
Case 05: Other cases under decision of the court or request of competent authorities as prescribed by law
+ In case the Court decides to revoke the ERC, the Business Registration Office shall issue a decision to revoke the ERC according to the Court’s decision within 03 working days from the day on which the Business Registration Office receives the court’s decision.
+ In case the Business Registration Office receives a request for revocation of the ERC from a competent authority as prescribed by law, the Business Registration Office shall revoke the ERC according to the procedures in Case 03 above.
After receiving the decision to revoke the enterprise registration certificate, the enterprise shall follow dissolution procedures as prescribed by the Law on Enterprises, except the enterprise whose enterprise registration certificate is revoked to serve the implementation of coercive measures at the request of tax authorities.
ADK & Co Vietnam Lawyers Law Firm