Business registration rules to take effect

Circular 20 took effect on January 15, 2016, replacing Circular 01/2013/TT-BKHDT on business registration regulations required by Decree 78/2015/ND-CP.

Accordingly, enterprises will need the following when filing an application: Investment Certificate separation; meeting minutes in the form of collected written opinions; a change of shareholders in joint-stock companies; and operation registration of branches and representative offices.

1. Separation of business registration content in the Investment Certificate

This regulation applies exclusively to investors who are granted an Investment Certificate that is also a Business Registration Certificate under former provisions, without having yet carried out the procedure of license separation.

In particular, Circular 20 addresses the following issues:

a. Investment Certificate separation without modification of business registration content

In this case, enterprises are advised to submit a dossier to the Business Registration Office located wherever they are headquartered. The dossier must contain

– A valid copy of the Investment Certificate,

– A valid copy of the Tax Registration Certificate

– A written request for supplementing and updating business registration information specified in Annex II-18, added as an attachment to Circular 20.

For branches, representative offices and business locations, enterprises shall submit their dossier to the Business Registration Office located wherever their branches, representative offices and business locations are based. The dossier must include

– A valid copy of the Investment Certificate or Operation Registration Certificate for a branch/representative office, issued by the investment registration authority,

– A valid copy of the Tax Registration Certificate

– A written request for supplementing and updating operation registration information specified in Annex II-19, added as an attachment to Circular 20.

b. Amendment of business registration content

In the event where enterprises, without executing the procedure of license separation, wish to adjust the business registration content or the operation registration content for a branch, representative office or business location on the Investment Certificate, they must file a dossier requesting the modification of the business registration content, corresponding to each case specified in Decree 78. In addition, the documents required by Circular 20, as mentioned above, must be attached to the dossier.

Depending on whether the business location operates directly under an enterprise or its branch, the dossier must be submitted to the Department of Planning and Investment located wherever the enterprise or branch is based.

2. Enterprises approving decisions through collected written opinions

Based on the provisions of Circular 20, from January 15, 2016, the Meeting Minutes in the dossier submitted for the amendment of business registration content may be replaced with the following:

– A report on the results of the vote count of the Member Council (for limited liability companies) or

– A written record of the vote count of the General Meeting of Shareholders (for joint-stock companies).

This regulation is the solution to time-related issues faced by enterprises. In lieu of gathering signatures on a Meeting's Minutes to complete the business registration procedure under current provisions, members/shareholders can remotely deliver their opinions to rapidly initiate these procedures.

3. Notice of change of founding shareholders and shareholders being foreign investors

When altering the above-mentioned content, enterprises must notify the Business Registration Office where they are headquartered. This regulation only applies to joint-stock companies that have yet to proceed with the listing.

In cases where foreign investors as founding shareholders wish to transfer their ordinary shares to persons who are not founding shareholders within 3 years of the operation licence's issue date, Circular 20 dictates that the dossier submitted while requesting a change of founding shareholders must include a decision and a valid copy of the Meeting Minutes of the General Meeting of Shareholders.

4. Operation registration for branches, representative offices and business locations

Enterprises are obliged to register for the amendment of operation registration content for branches, representative offices and business locations after having completed the process of business type conversion in the following cases:

– State-owned company converted to limited liability company or joint-stock company;

– Limited liability company converted to joint-stock company and vice versa;

– Privately-owned enterprise converted to limited liability company.

As also stated in Circular 20, in the event a business location operates directly under a branch, the individual who signs the dossier for establishing or amending the operation registration content related to the business location must be either the legal representative of the enterprise or the head of the branch.

The procedure for re-granting an Operation Registration Certificate for a branch/representative office or a Registration Certificate for a business location is similar to that of re-granting a Business Registration Certificate, as prescribed in Circular 20, which took effect on January 15, 2016, replacing Circular 01/2013/TT-BKHDT on business registration regulations required by Decree 78/2015/ND-CP.