Decree on business registration

Nghị định về đăng ký doanh nghiệp- Ảnh 1. — The Government issued a Decree on business registration effective from July 1, 2025.

This Decree provides for the dossier, order and procedures for business registration; regulations on registration and operation of business households; regulations on interconnection of procedures for business registration and business household registration; business registration and business household registration via electronic information networks; provision of information on business registration and business household registration, exploitation and sharing of business information; regulations on business registration agencies for enterprises and business households and state management of business registration and business household registration.

Principles for applying business registration procedures

The business founder or enterprise shall self-declare the business registration dossier and be responsible before the law for the legality, honesty and accuracy of the information declared in the business registration dossier and reports.

Business registration means the registration of business registration contents and tax registration of enterprises planned to be established, registration of changes to business registration contents, registration of operations and registration of changes to registration contents of operations of branches, representative offices, business locations of enterprises, other registration and notification obligations and related operations as prescribed by the Law on Enterprises and this Decree.

In case a limited liability company or a joint stock company has more than one legal representative, the legal representative carrying out the business registration procedures must ensure and be responsible for the proper performance of his/her powers and obligations as prescribed in Clause 2, Article 12 of the Law on Enterprises.

The business registration authority is responsible for the validity of the business registration dossier and is not responsible for any violations of the law by the enterprise and its founder.

The business registration authority does not resolve disputes between members or shareholders of a company with each other or with other organizations or individuals or between an enterprise and other organizations or individuals.

Enterprises are not required to stamp the application for business registration, meeting minutes, resolutions or decisions in the business registration dossier. Stamping of other documents in the business registration dossier shall be carried out in accordance with relevant laws.

Enterprises can simultaneously carry out procedures for registering changes to business registration contents, notifying changes to business registration contents, notifying updates, supplementing business registration information, and correcting business registration information in one set of documents.

Right to establish a business, obligation to register a business

The Decree clearly states that establishing an enterprise in accordance with the law is the right of individuals and organizations and is protected by the State.

The person establishing an enterprise or the enterprise has the obligation to fully and promptly perform the obligations regarding enterprise registration and public disclosure of information on the establishment and operation of the enterprise in accordance with the provisions of this Decree and relevant legal documents.

It is strictly forbidden for the Business Registration Office and other agencies to cause trouble for organizations and individuals while receiving dossiers and handling business registration procedures.

Certificate of business registration, Certificate of registration of branch and representative office operations, Certificate of registration of business location

The Decree clearly states that the Certificate of Business Registration, Certificate of Registration of Branch and Representative Office Operations, and Certificate of Registration of Business Locations are issued to enterprises, branches, representative offices, and business locations of enterprises.

The contents of the Business Registration Certificate, Certificate of Registration of Branch and Representative Office Operations, and Certificate of Registration of Business Location are recorded based on information in the business registration dossier.

The Certificate of Business Registration is also the Tax Registration Certificate of the enterprise. The Certificate of Registration of Branch and Representative Office Activities is also the Tax Registration Certificate of the branch and representative office. The Certificate of Business Registration and the Certificate of Registration of Branch and Representative Office Activities are not business licenses.

Enterprise code, enterprise's subsidiary code, business location code

Each business is assigned a unique code called the business code. This code is also the business's tax code.

The enterprise code exists throughout the operation of the enterprise and is not reissued to other organizations or individuals. When the enterprise ceases its operation, the enterprise code ceases to be valid.

Enterprise codes are automatically created, sent and received by the National Business Registration Information System, the Tax Registration Application System and recorded on the Business Registration Certificate.

State management agencies shall uniformly use enterprise codes to perform state management tasks and exchange information about enterprises.

The enterprise's subsidiary code is issued to the enterprise's branches and representative offices. This code is also the tax code of the branch or representative office.

The business location code is a 5-digit code issued in order from 00001 to 99999. This code is not the tax code of the business location.

In case an enterprise, branch or representative office has its tax code terminated in accordance with the provisions of the Law on Tax Administration, the enterprise, branch or representative office shall not be allowed to use the tax code in economic transactions from the date the Tax Authority publicly announces the termination of the tax code.

For branches and representative offices established before November 1, 2015 but not yet granted a dependent unit code, enterprises must contact the Tax Authority directly to obtain a code, then carry out the procedure for registering changes to the registration content of branch and representative office operations at the provincial-level Business Registration Authority according to regulations.

For enterprises that have been established and operate under an Investment License or Investment Certificate (also a Business Registration Certificate) or documents of equivalent legal value, the enterprise code is the tax code issued to the enterprise by the Tax Authority.

Enterprise code and dependent unit code are used as social insurance participation unit codes.

Submit 01 set of documents when carrying out business registration procedures

The business founder or enterprise submits 01 set of documents when carrying out business registration procedures.

The business registration authority shall not require the business founder or enterprise to submit more than one set of documents or papers other than those in the business registration dossier as prescribed in the Law on Enterprises and this Decree.

Register business name

According to the Decree, business founders or businesses are not allowed to register business names that are identical or confusingly similar to the names of other businesses registered in the National Database of Business Registration nationwide, except for businesses that have been dissolved or have had an effective court decision declaring the business bankrupt.

The Business Registration Authority has the right to approve or reject the proposed name of the enterprise in accordance with the provisions of law. To avoid duplicate, confusing and violating business naming regulations, the opinion of the Business Registration Authority is the final decision. In case of disagreement with the decision of the Business Registration Authority, the enterprise founder or enterprise may file a lawsuit in accordance with the provisions of the law on administrative proceedings.

Enterprises operating under an Investment License or Investment Certificate (also a Business Registration Certificate) or equivalent legal documents issued before July 1, 2015 may continue to use the registered business name and are not required to register a change of business name in case the name is identical or confusingly similar to the name of an enterprise registered in the National Database of Business Registration. Enterprises with identical or confusingly similar names are encouraged and facilitated to negotiate with each other to register a change of business name.

Enterprises are not allowed to use names that violate the regulations on enterprise naming in the Law on Securities, Law on Insurance Business, Law on Credit Institutions and other laws.

Registering branch names, representative offices, business locations

Names of branches, representative offices and business locations shall comply with the provisions of Article 40 of the Law on Enterprises.

In addition to the Vietnamese name, a branch, representative office, or business location of an enterprise may register a foreign language name and an abbreviated name. A foreign language name is a name translated from a Vietnamese name into one of the foreign languages in the Latin alphabet. An abbreviated name is an abbreviation of the Vietnamese name or the foreign language name.

The proper name in the name of a branch, representative office, or business location of an enterprise may not use the phrase "company" or "enterprise".

For 100% state-owned enterprises that are converted into dependent accounting units due to reorganization requirements, they are allowed to keep the name of the state-owned enterprise before reorganization.

Business registration agency

Business registration agencies are organized in provinces and centrally-run cities (provincial level) and in communes, wards and special zones (commune level), including:

At the provincial level: a) The business registration agency under the Department of Finance of the province or centrally run city shall issue business registration certificates to enterprises, branches, representative offices, and business locations located in the province or centrally run city within the scope of local management, except for the cases specified in Point b below. The business registration agency may organize points to receive dossiers and return results under the business registration agency at different locations within the provincial area.

b) The management board of the high-tech park shall register enterprises, branches, representative offices, and business locations located in the high-tech park.

The Decree clearly states that the above-mentioned Business Registration Authority (Provincial Business Registration Authority) has its own account and seal.

At the commune level: Economic Department (for communes and special zones) or Economic, Infrastructure and Urban Department (for wards and Phu Quoc special zones) under the People's Committee at the commune level (Commune-level business registration agency). The commune-level business registration agency has its own account and seal to serve business registration work.

Wisdom

Source: https://baochinhphu.vn/nghi-dinh-ve-dang-ky-doanh-nghiep-102250701224243146.htm