4 December, 2018
The Government issued Decree No. 108/2018/ND-CP amending and supplementing a number of articles of Decree No. 78/2015/ND-CP, dated September 14, 2015 of the Government on enterprise registration
(Decree 78).
Question: What are the novelties on enterprise registration as stipulated in Decree 78?
Answer: Decree 108 covers some following key points:
Enterprise registration documents are not required to be stamped
Decree 108 amended the regulation that enterprises are not required to affix stamps on the application for enterprise registration, notices of changes in enterprise registration contents, resolutions, decisions and meeting minutes in the enterprises registration dossiers.
In addition, written authorizations for individuals to carry out enterprise registration procedures are not required to be notarized or certified.
Simplifying the enterprise registration dossier for one-member limited liability companies
With regard to the enterprise registration dossier for establishment of one-member limited liability companies, Decree 108 abolished the requirement that enterprises must provide the Charter or equivalent documents of the company owner who is an organization.
Establishment of enterprises on the basis of conversion from business households
Decree 108 provides on the procedures and dossiers of registration for enterprise establishment on the basis of conversion from business households.
Accordingly, besides the documents required for the enterprise establishment (subject to type of registered enterprise), the entity registering the establishment of an enterprise converted from a business household must submit the following documents:
- An original of the Business Household Registration Certificate; and
- A valid copy of the Tax Registration Certificate.
Within 2 days of issuing the Enterprise Registration Certificate, the Business Registration Office will send the copy of the Enterprise Registration Certificate and the original of the Business Household Registration Certificate to the district-level business registrar where the business household is headquartered as the basis for the business household to terminate its business operation.
Business location is not necessarily located at the locality where the head office or its branch is located
Under Decree 78, enterprises could only set up their business locations in centralized provinces or cities where they are headquartered or have their branches located. Now, pursuant to Decree 108, the said condition no longer exists, and as a result, it can be understood that business locations of an enterprise may be established in any centralized province/city regardless of whether it has its head office or branch thereat.
Business registration account of the authorized person can verify the online enterprise registration dossier
Pursuant to Decree 108, apart from the legal representative of the enterprise, the business registration account of the person authorized by the competent signatory of the written request for enterprise registration to perform enterprise registration-related procedures can also be used for declaring information, download electronic documents and verify the enterprise registration dossier online.
Financial statements are not required to be included the application dossier for decrease of charter capital
In case of registration for decrease of its charter capital, enterprises do not need to submit its financial statements close to the time of decreasing charter capital as stipulated in Decree 78.
Narrowing the case of notifying any change in the information on the founding shareholders of joint stock companies
Pursuant to Decree 108, the notice of any change in the information on founding shareholders is made to the Business Registration Office only if the founding shareholders have not yet paid or paid only part of the subscribed shares. For other cases (founding shareholders transfer their shares, founding shareholders as organizations have been merged, split up or consolidated into other enterprises, donated or inherited), Decree 108 does not require this procedure to be performed.
Decree 108 takes effect as of October 10, 2018./.
VGP
For further information, please contact:
Dang The Duc, Partner, Indochine Counsel
duc.dang@indochinecounsel.com
