25 October, 2015
On 14 September 2015, the Government issued Decree No. 78/2015/ND-CP on enterprise registration (“Decree 78”). This is a long-awaited decree guiding the 2014 Enterprise Law, replacing Decree No. 43/2010/ND-CP on enterprise registration and Decree No. 05/2013/ND-CP amending Decree No. 43/2010/ND-CP on administrative procedures. Decree 78 will take effect on 01 November 2015. Some positive changes of this new decree are discussed below:
- Enterprises are now able to register their operation online
- Online enterprise registration is a procedure carried out by the owner of the enterprise or the enterprise itself via the National information gate on enterprise registration.
- Online enterprise registration dossier includes the same documents as required by the paper dossier and are converted into electronic form. Online enterprise registration dossier has the same validity as the usual paper one.
Who can execute the enterprise registration documents
The 2014 Enterprise Law allows enterprises to have more than one legal representatives. Signature of each legal representative in enterprise registration documents has the same legal validity. In addition, not only the owner of the enterprise but also the enterprise itself (through its legal representative(s)) could execute the enterprise registration documents and holds responsible for the lawfulness, accuracy and truthfulness of the declared information in the dossier.
Decree 78 no longer requires enterprises:
- Register changes in enterprise registration content within 10 working days from the date the enterprise decides on the changes, except as otherwise required by law;
- Submit their financial statements to the business registration authority in accordance with the law.
Role of the Request for enterprise registration and the Enterprise Registration Certificate (ERC)
The ERC concurrently serves as the Tax Registration of the enterprise and the ERC is not a business license. In case there is any inconsistency between the electronic ERC, Branch Registration Certificate, Representative Office Registration Certificate, Certificate on business location and the paper ones, the one which records information in the enterprise registration dossier has legal validity.
Each enterprise is issued with an enterprise code indicated in the ERC. This code is no longer the business registration code but tax code of the enterprise.
Simplified enterprise registration procedure
In an attempt to reforming administrative procedures and fighting against corruption, Decree 78 clearly states that the enterprise registration authority is not allowed to request for additional documents or other documents not required in the enterprise registration dossier by the law. In this regards, the number of required documents in the application dossier is also reduced significantly.
Time to get an ERC after submission of a valid dossier is shortened to three working days instead of five working days as previously.
However, it needs to be seen in practice whether the authority sticks to this timeline.
In case there is any change to the business lines of the enterprise, it does no longer have to register the new business lines but only needs to notify the authority on the same. The notification dossier removes documents confirming the legal capital by the authority in case the new business line requires legal capital; or a valid copy of the certificate of practising for individual according to the specialized areas.
Notably, in a joint stock company, if a founding shareholder has not fully paid for the registered shares, it will automatically no longer be company’s shareholder and its name will be removed from the list of founding shareholders of the company.
For further information, please contact:
Oliver Massmann, Partner, Duane Morris
omassmann@duanemorris.com
