IP/N/1/VNM/O/10  
 
16 October 2013  
(13-5667)  Page: 1/29  
Council for Trade-Related Aspects 
of Intellectual Property Rights  Original: English/anglais/inglés  
 
 NOTIFICATION OF OTHER INTELLECTUAL PROPERTY LAWS AND REGULATIONS 
UNDER ARTICLE 63.2 OF THE TRIPS AGREEMENT 
VIET NAM 
This document reproduces the text1 of the unofficial translation of Decree No. 43/2010/ND-CP on 
Business Registration, as notified by Viet Nam on 14 August 2013 under Article 63.2 of the 
Agreement (see document IP/N/1/VNM/5). 
 
Conseil des aspects des droits de propriété 
intellectuelle qui touchent au commerce 
AUTRES LOIS ET RÉGLEMENTATIONS CONSACRÉES À LA  
PROPRIÉTÉ INTELLECTUELLE NOTIFIÉES AU TITRE 
DE L'ARTICLE 63:2 DE L'ACCORD 
VIET NAM 
Le présent document contient le texte1 de la traduction non officielle du Décret n° 43/2010/ND-CP 
sur l'enregistrement des entreprises, notifié par le Viet Nam le 14 août 2013 au titre de 
l'article 63:2 de l'Accord (voir le document IP/N/1/VNM/5). 
 
Consejo de los Aspectos de los Derechos de Propiedad 
Intelectual relacionados con el Comercio 
OTRAS LEYES Y REGLAMENTOS DEDICADOS A LA PROPIEDAD 
INTELECTUAL NOTIFICADOS EN VIRTUD DEL PÁRRAFO 2 
DEL ARTÍCULO 63 DEL ACUERDO 
VIET NAM 
En el presente documento se reproduce el texto1 de la traducción no oficial del 
Decreto Nº 43/2010/ND-CP sobre el registro mercantil, notificado por Viet Nam el 14 de agosto de 2013 en virtud de lo dispuesto en el párrafo 2 del artículo 63 del Acuerdo (véase el documento IP/N/1/VNM/5). 
 
                                               
1 In English only./En anglais seulement./En inglés solamente. IP/N/1/VNM/O/10 
 
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THE GOVERNMENT 
 
No: 43/2010/ND-CP SOCIALIST REPUBLIC OF VIET NAM  
Independence - Freedom - Happiness  
                    
                  Ha Noi, 15 April  2010                            
 
DECREE  
ON BUSINESS REGISTRATION  
 
THE GOVERNMENT  
Pursuant to the December 25, 2001 Law on Organization of the Government; 
Pursuant to the November 29, 2005 Law on Enterprises; 
Pursuant to the November 29, 2005 Law on Investment; Pursuant to the November 29, 2006 Law on Tax Administration;  
At the proposal of the Minister of Planning and Investment, 
 
DECREES:  
Chapter I  
GENERAL PROVISIONS  
Article 1. Scope of regulation  
This Decree provides in detail on dossiers, order and procedures for registration of 
enterprises and business households; and specifies business registration offices and agencies in 
charge of state management of enterprise registration. 
Article 2. Subjects of application  
This Decree applies to the following subjects: 
1. Domestic organizations and individuals an d foreign organizations and individuals that 
apply for enterprise registration under Vietnamese law: 
2. Individuals, groups of individuals and househ olds that apply for registration of business 
households under this Decree; 
3. Business registration offices; 4. Tax offices; 
5. Other organizations and individuals involved in enterprise registration. 
Article 3. Interpretation of terms  
In this Decree, the terms below shall be construed as follows: 
1. Enterprise registration provided in this  Decree covers business registration and tax 
registration for enterprises established under th e Law on Enterprises. Enterprise registration 
includes registration of the establishment of a new enterprise and registration of changes in 
enterprise registration. 
2. Enterprise registration certificate means a written or electronic document granted by a 
business registration office to an enterprise, indicating information on business registration and tax registration declared by the enterprise. 
An enterprise registration certificate serves concurrently as the business registration 
certificate and the tax registration certificate of an enterprise. IP/N/1/VNM/O/10 
 
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  3. National enterprise registration inform ation system means a specialized enterprise 
registration information system built and operated by the Ministry of Planning and Investment in 
coordination with concerned agencies to transmit, receive, store, display or otherwise process data 
for enterprise registration. The national enterprise registration information system consists of the 
national enterprise registration portal and the national enterprise registration database. 
4. National enterprise registration portal means a website for online enterprise registration 
or access to enterprise registration information by organizations and individuals and used for the 
grant of enterprise registration certificates by business registration offices. 
5. National enterprise registration database means a set of data on enterprise registrations 
made nationwide. Information in enterprise registration dossiers stored in the national enterprise registration database is legally valid as original information on enterprises. 
Article 4. Principles in carrying ou t enterprise registration procedures  
1. Enterprise founders shall themselves make declarations in their enterprise registration 
dossiers and be held responsible before law for the completeness, lawfulness, truthfulness and 
accuracy of information declared in these dossiers. 
2. Business registration offices are responsible for the validity of enterprise registration 
dossiers but not responsible for violations committed by enterprises before and after enterprise 
registration. 
3. Business registration offices will not settle disputes among members and shareholders 
of companies or between them and other organizations and individuals in the course of operation. 
4. Coercive measures to enforce tax administrative decisions related to enterprise 
identification numbers shall be taken under the La w on Tax Administration and guiding documents. 
Article 5. The right of enterprise founders to establish enterprises and their 
obligation to make enterprise registration 
1. To establish enterprises in accordance with law is the right of individuals and 
organizations, which is protected by the State. 
2. Enterprise founders are obliged to make enterprise registration under this Decree and 
relevant legal documents. 
3. Business registration offices and other agencies are prohibited from troubling to 
organizations and individuals when receiving dossiers and making enterprise registration. 
4. Ministries, ministerial-level agencies, People's Councils and People's Committees at all 
levels may not promulgate regulations on enterprise registration to be exclusively applied to their 
own branches or localities. 
5. Enterprises shall register changes in their enterprise registrations within 10 working 
days after they decide on these changes, unless otherwise provided for by law. 
6. Enterprises shall submit their financial statements to business registration offices under 
law. 
Article 6. Enterprise registrati on applications and certificates  
1. An enterprise registration application includes contents on business registration and 
those on tax registration. 
2. Enterprise registration certificates shall be issued to enterprises operating under the 
Law on Enterprises. Contents of an enterprise registration certificate include those specified in 
Article 25 of the Law on Enterprises and Article 26 of the Law on Tax Administration and are consistent with information indicated in the enterprise registration application. 
3. Forms of enterprise registration applicatio n and enterprise registration certificate shall 
be set by the Ministry of Planning and Investment and applied uniformly nationwide. 
4. Enterprises which have been issued business registration certificates or business and tax 
registration certificates before the effective date of this Decree are not required to convert these 
certificates into enterprise registration certific ates. Enterprises shall be issued new enterprise 
registration certificates when they register changes in their registration contents. IP/N/1/VNM/O/10 
 
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  5. In case enterprises wish to convert their business registration certificates or business 
and tax registration certificates into enterprise registration certificates without changing business and tax registration contents, they shall submit their applications enclosed with original business registration certificates and original tax registration certificates or original business and tax 
registration certificates to business registration offices for the grant of enterprise registration 
certificates. 
Article 7. Business lines  
1. Business lines shall be written in enterprise registration certificates under level-four 
codes in the Vietnamese system of economic sectors, except for banned business lines. 
Specific contents of sub-sectors of level-four economic sectors must comply with 
regulations on contents of the Vietnamese sy stem of economic sectors promulgated by the 
Ministry of Planning and Investment. 
The coding of business lines registered in enterprise registration certificates is only for the 
statistical purpose. 
Based on the Vietnamese system of economic sectors, enterprise founders may select 
business lines and write the codes of these business lines in their enterprise registration applications. Business registration offices shall check and indicate these business lines and codes 
in enterprise registration certificates. 
2. Conditional business lines that are stipulated in other legal documents shall be written in 
enterprise registration certificates according to those legal documents. 
3. Business lines that are not yet included in the Vietnamese system of economic sectors 
but are stipulated in other legal documents shall be written in enterprise registration certificates 
according to those legal documents. 
4. Business lines that are neither included in the Vietnamese system of economic sectors 
nor stipulated in other legal documents, business registration offices shall notify them to the 
Ministry of Planning and Investment (the General Statistics Office) for consideration and addition of new codes. 
5. Conditional business lines are stipulated in laws of the National Assembly, ordinances of 
the National Assembly Standing Committee and decrees of the Government. It is prohibited to stipulate conditional business lines or issue legal documents thereon ultra vires. Enterprises may conduct these business lines as soon as they full y satisfy the conditions prescribed by law. The 
state management of conditional business lines and inspection of satisfaction of business 
conditions by enterprises shall be performed by specialized agencies defined by specialized laws. 
6. For business lines that require practicing certificates, conditions on the grant of relevant 
practicing certificates and use of these certificates in production and business operations of 
enterprises comply with specialized laws. 
Article 8. Enterprise identification numbers  
1. Every enterprise shall be granted a sole identification number which is called enterprise 
identification number. Such an identification  number serves concurrently as the business 
registration number and tax identification number of an enterprise. 
2. An enterprise identification number will ex ist throughout the course of operation of the 
enterprise and must not be re-granted to another organization or individual. When the enterprise 
terminates its operation, its enterprise identification number will no longer be valid and must not be reused. 
Private enterprise identification numbers comply with the tax law. 
3. Enterprise identification numbers shall be stored in the national enterprise registration 
information system and written in enterprise registration certificates. 
4. Throughout the course of operation, from the establishment to operation termination of 
an enterprise, an enterprise identification number shall be used for the declaration and payment of 
all payable taxes, even in case the enterprise conducts different business lines or production and business operations in different localities. 
5. Identification numbers of affiliated units  of an enterprise shall be granted to its 
branches, representative offices and business places. IP/N/1/VNM/O/10 
 
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Chapter II  
TASKS AND POWERS OF BUSINESS REGISTRATION OFFICES AND STATE MANAGEMENT 
OF ENTERPRISE REGISTRATION  
Article 9. Business registration offices  
1. Business registration offices shall be organized in provinces and centrally run cities 
(below referred to as provincial level) and in urban districts, rural districts, towns and provincial 
cities (below referred to as district level), including: 
a) At the provincial level: Business registration offices under provincial-level Planning and 
Investment Departments (below referred to as provincial-level business registration offices). 
For Ho Chi Minh City and Hanoi, one or two addi tional provincial-level business registration 
offices may be set up and numbered in numerical order. The municipal People's Committees shall 
decide the setting up of additional provincial-level business registration offices. 
The People's Committees of Hanoi, Ho Chi Mi nh, Hai Phong, Da Nang and Can Tho cities 
shall, after reaching agreement with the Ministry of Home Affairs and the Ministry of Planning and 
Investment, consider and shift on a pilot basis provincial-level business registration offices to operate as non-business units with revenues. 
b) At the district level: Business registration offices shall be set up in urban districts, rural 
districts, towns and provincial cities in which the number of newly registered business households 
and cooperatives is 500 or more on annual average in the last two years. 
For localities in which no district-level business registration office is set up district-level 
People's Committees shall assign their finance-planning divisions to carry out business registration 
for business households stipulated in Article 11 of this Decree (below collectively referred to as district-level business registration offices). 
2. Provincial- and district-level business regi stration offices have their own bank accounts 
and seals. 
Article 10. Tasks, powers and responsi bilities of provincial-level business 
registration offices  
1. To directly receive enterprise registrati on dossiers; check the validity of enterprise 
registration dossiers, and grant or refuse to grant enterprise registration certificates. 
2. To coordinate with one another in the development, management and operation of the 
national enterprise registration information system: to transfer data from local business 
registration databases to the national enterprise registration database: to provide information on enterprise registration within their localities to provincial-level People's Committees, local tax 
departments, concerned agencies and in quiring organizations and individuals. 
3. To request enterprises to report on th eir business performance as provided for at 
Point c, Clause 1, Article 163 of the Law on Ente rprises; and urge enterprises to implement the 
annual report regime. 
4. To directly inspect or propose competent state agencies to inspect enterprises against 
the contents in their enterprise registration dossiers; to provide guidance on dossier, order and procedures for business household registration to district-level business registration offices; to 
provide guidance on dossier, order and procedures  for enterprise registration to enterprises and 
enterprise founders. 
5. To request enterprises to temporarily cease conditional business lines when finding out 
that they fail to fully satisfy the conditions as prescribed by law and concurrently notify such to 
competent state agencies for handling under law. 
6. To revoke enterprise registration certificates in the cases specified in Article 59 of this 
Decree. 
7. To carry out registration for enterprise s of other types as provided for by law. IP/N/1/VNM/O/10 
 
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  Article 11. Tasks, powers and responsi bilities of district-level business 
registration offices  
1. To directly receive business household registration dossiers; check the validity of these 
dossiers, and grant or refuse to grant business household registration certificates. 
2. To coordinate with one another in the development, management and operation of 
information systems for business households operating in their localities; to periodically report to district-level People's Committees, provincial-level business registration offices, and district level 
tax offices on business households in their localities. 
3. To directly inspect business households in their localities against the contents in 
registration dossiers; to coordinate with competent state agencies in inspecting enterprises; to verify the contents of business registration of enterprise; and their branches and representative 
offices in their localities at the request of provincial-level business registration offices. 
4. To request business households to report on their business performance when 
necessary 
5. To request business households to temporarily cease conditional business lines when 
finding out that they fail to fully satisfy the conditions as required by law; and to concurrently notify such to competent state agencies for handling under law. 
6. To revoke business household registration certificates in the cases specified in Article 61 
of this Decree. 
7. To carry out registration for enterprises of other types under law. Article 12. State management of enterprise registration  
1. Tasks, powers and responsibilities of the 
Ministry of Planning and Investment: a) To promulgate according to its competence or submit to competent authorities for 
promulgation legal documents on enterprise registration and business household registration; 
guiding documents on professional knowledge and operations, forms and reporting regime to serve the enterprise registration, business household registration and online registration; 
b) To provide professional guidance, training and retraining on enterprise registration for 
enterprise registration officers; 
c) To organize the development and management of the national enterprise registration 
information system to serve enterprise registration operations nationwide; to provide information 
on enterprise registration to concerned agencies of the Government or to inquiring organizations 
and individuals; to guide provinci al-level business registration offices in transferring data to the 
national enterprise registration database. Funds for the operation of and development investment 
in the national enterprise registration information system come from the state budget and other 
sources; 
d) To assume the prime responsibility for, an d coordinate with the Ministry of Finance in. 
making the connection between the enterprise registration information and tax information 
systems; 
e) To distribute enterprise information publications containing information on enterprise 
registration and the setting up of branches and representative offices of enterprises nationwide; 
f) To perform international cooperation in enterprise registration. 
2. Tasks, powers and responsibilities of the Ministry of Finance: a) To coordinate with the Ministry of Planning and Investment in making the connection 
between the national enterprise registration information and tax information systems for the 
purpose of granting enterprise identification numbers for use in enterprise registration and information exchange. To create and transfer enterp rise identification numbers to the Ministry of 
Planning and Investment for subsequent transfer to provincial-level business registration offices 
for grant to enterprises: 
b) To assume the prime responsibility for and coordinate with the Ministry of Planning and 
Investment in, guiding the collection and use of fees for enterprise or business household IP/N/1/VNM/O/10 
 
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  registration, registration of the setting up of br anches, representative offices or business places, 
and provision of enterprise registration information. 
3. The Ministry of Home Affairs shall assume  the prime responsibility for and coordinate 
with the Ministry of Planning and Investment in guiding the organization and personnel of central, 
provincial- and district-level business registration offices; and setting criteria for business 
registration officers and managerial posts in the system of business registration offices. 
4. The Ministry of Public Security shall assu me the prime responsibility for and coordinate 
with concerned ministries and branches in, guiding the verification of personal identities of 
enterprise founders and managers. 
5. The Ministry of Culture, Sports and Tour ism shall issue documents guiding the naming 
of enterprises not contrary to the history, cultur e, ethics and fine customs and traditions of the 
nation and the use of the names of great personalities in naming enterprises. 
6. Ministries, ministerial-level agencies and government-attached agencies shall, within the 
ambit of their functions and tasks, guide conditio nal business lines and conditions for conducting 
these business lines; post on their websites the list of conditional business lines and send this list 
to the Ministry of Planning and Investment for posting on the national enterprise registration portal. 
7. Provincial-level People's Committees shall perform the state management of enterprises 
and enterprise registration as provided in Article 162 of the Law on Enterprises. 
 
Chapter III  
REGISTRATION OF NAMES OF ENTERPRISES  
Article 13. Names of enterprises  
1. Enterprise names must be written in Vietnamese and pronounceable, may include 
letters F. J, Z and W. numerals and symbols, and consists of the following two elements: 
a) Type of enterprise, including limited liability company, in which the phrase limited 
'liability' (trach nhiem huu han) can be abbreviated to 'TNHH'; joint-stock company, in which the 
word 'joint-stock' (cophan) can be abbreviated to  'CP'; partnership company, in which the word 
'partnership' (hop danh) can be abbreviated to 'HD'; private enterprise, in which the word 'private' (tu nhan) can be abbreviated to 'TN'. 
b) Proper name of enterprise; 
2. An enterprise can use its business line and investment form to form its proper name, 
provided that it has registered that bu siness line or invested in that form. 
3. Names of state economic groups shall be decided by the Prime Minister. 
Article 14. Prohibitions in enterprise naming  
1. An enterprise is not allowed to have a name that is identical or confusingly similar to 
that of another enterprise that has been regist ered nationwide, except enterprises with revoked 
enterprise registration certificates and dissolved enterprises. This provision will apply from 
January 1, 2011. 
From the effective date of this Decree to December 31, 2010, the prevention of identical 
and confusing similar enterprise names shall be conducted within provinces and centrally-run 
cities. 
2. It is prohibited to use names of state agencies, people's armed forces units, political or 
socio-political organizations to form part or the whole of proper names of enterprises, unless it is 
permitted by those agencies, units or organizations. 
3. It is prohibited to use words and signs in violation of historical and cultural traditions, 
ethics, and fine customs of the nation and great personalities' names to form proper names of 
enterprises. IP/N/1/VNM/O/10 
 
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  Article 15. Identical names and confusingly similar names  
1. Having an identical name is the case in which the name of an enterprise applying for 
registration is written and read in Vietnamese in completely the same way as the name of a registered enterprise. 
2. In the following cases, an enterprise name shall be considered confusingly similar to 
that of another enterprise: 
a) The name in Vietnamese of the enterprise ap plying for registration is read in the same 
way as the name of a registered enterprise: 
b) The name in Vietnamese of the enterprise applying for registration differs from the 
name of a registered enterprise only in the symbol "&"; the dash "-" or the word "and"; 
c) The abbreviated name of the enterprise applyi ng for registration is identical to that of a 
registered enterprise; 
d) The name in a foreign language of the enterp rise applying for registration is identical to 
the name in that foreign language of a registered enterprise; 
e) The proper name of the enterprise applyi ng for registration differs from that of a 
registered enterprise in one or several cardinal  number(s), ordinal number(s). or one or several 
Vietnamese letter(s) (A. B. C,...) which stand( s) right after the enterprise name, unless the 
enterprise applying for registration is a subsidiary of the registered enterprise; 
f )  T h e  p r o p e r  n a m e  o f  t h e  e n t e r p r i s e  a p p l y i n g  f o r  r e g i s t r a t i o n  d i f f e r s  f r o m  t h a t  o f  a  
registered enterprise in the word "tan" (new) standi ng in front of or "mo" (new) after the name of 
a registered enterprise; 
g) The proper name of the enterprise applying for registration differs from that of a 
registered enterprise only in the words meaning Northern, Southern, Central, Western, Eastern or 
words of similar meaning, unless the enterprise applying for registration is a subsidiary of the 
registered enterprise; 
h) The proper name of the enterprise is id entical to that of a registered enterprise. 
Article 16. Other issues related to enterprise naming  
1. Enterprises that have registered their names in compliance with Decree 
No. 88/2006/ND-CP but not in compliance with Clau se 1 Article 14 of this Decree are not required 
to register for renaming. Enterprises with identi cal or confusingly similar names are encouraged 
and facilitated to negotiate with one another and register to change their names or add 
geographical names as an element distinctive of their names. 
2. Before registering their names, enterprises should refer to the names of all enterprises 
currently in operation on the national enterprise registration database. 
3. Business registration offices may accept or reject proposed enterprise names in 
compliance with law and their decisions are final. 
Article 17. Handling of cases in which enterprise names violate industrial 
property regulations  
1. It is prohibited to use trade names, trademarks or geographical indications of 
organizations and individuals already under protecti on to form proper names of enterprises, unless 
consent of owners of those trade names, tradem arks or geographical indications is obtained. 
Before registering their names, enterprises may re fer to registered trademarks or geographical 
indications already on the database on marks and geographical indications operated by the 
National Office of Industrial Property of  the Ministry of Science and Technology. 
2. Bases for identifying an enterprise name infringing upon industrial property rights 
comply with the law on intellectual property. 
Enterprises shall be held responsible before law for naming themselves in violation of 
intellectual property regulations. In case an ente rprise name violates regulations on protection of 
industrial property rights, the enterprise bearing that name shall register for change of its name. 
3. Industrial property owners may reques t business registration offices to request 
enterprises whose names infringe upon their industrial property rights to change their names as IP/N/1/VNM/O/10 
 
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  appropriate. Industrial property owners shall su pply to business registration offices necessary 
documents specified in Clause 4 of this Article. 
4. Business registration offices shall issue notices requesting infringing enterprises to 
change their names upon being notified by indu strial property owners of infringements upon 
industrial property rights. Enclosed with a notice  o f  a n  i n d u s t r i a l  p r o p e r t y  o w n e r  m u s t  b e  t h e  
following: 
a) A true copy of a competent agency's written conclusion that the use of the enterprise 
name infringes upon industrial property rights; 
b) A true copy of the mark or geographical indication registration certificate or an excerpt 
of the national register of marks and geographical  indications granted by the National Office of 
Intellectual Property for a trademark or geographical indication; a true copy of the certificate of 
internationally registered mark protected in Vietnam or a copy of the international mark official 
gazette of the World Intellectual Property Organiza tion or the industrial property official gazette 
with certification by the National Office of Intellectual Property for an internationally registered 
mark; a document proving that the trade name is used lawfully and continuously before the 
disputed enterprise name is registered. 
5. Within 10 working days after receiving all papers specified in Clause 4 of this Article, a 
business registration office shall issue a notice requesting the enterprise with the infringing name 
to change that name and carry out renaming procedures within 2 months after the notice is issued. Past that time limit, if the enterprise fails to change its name as requested, the business registration office shall notify the case to a competent state agency for handling under the law on 
intellectual property. 
Article 18. Names of branches, repres entative offices and business places  
1. Names of branches, representative offices and business places must be written in 
Vietnamese and pronounceable, and may include letters F. J. Z and W, numerals and symbols. 
2. The name of a branch, representative office or business place must bear the enterprise 
name followed by the word "branch" ( chi nhanh ) for registration of the setting up of a branch, or 
the phrase "representative office" ( van phong dai dien ) for registration of the setting up of a 
representative office, or the organiza tional form of th e business place. 
3. Names of state enterprises transformed into dependent accounting units to meet 
reorganization requirements may be kept intact. 
 
Chapter IV  
DOSSIERS, ORDER AND PROCEDURES FOR ENTERPRISE REGISTRATION, REGISTRATION 
OF OPERATION OF BRANCHES AND REPRESENTATIVE OFFICES  
Article 19. Enterprise registration  dossier for a private enterprise  
1. An application for enterprise registration; 
2. A valid copy of any of lawful personal id entification papers of the private enterprise 
owner specified in Article 24 of this Decree; 
3. Written certification of legal capital, issued by a competent agency or organization, for 
enterprises conducting business lines for which legal capital is required by law; 
4. Valid copies of practicing certificates of one or several persons as required for 
enterprises conducting business lines for which pr acticing certificates are required by law. 
Article 20. Enterprise registration dossier  for a limited liability company with two 
or more members, joint-stock company or partnership  
1. An application for enterprise registration; 2. The draft company charter, which must bear all signatures of general partners, for 
partnerships; of the representative at law and members or their authorized representatives; for 
limited liability companies with two or more members; of the representative at law and founding shareholders or their authorized representatives,  for joint-stock companies. Members or founding 
shareholders shall take joint responsibility for the lawfulness of the company charter; IP/N/1/VNM/O/10 
 
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  3. A list of members, for limited liabilit y companies with two or more members and 
partnerships; or a list of founding shareholders, for joint-stock companies, made according to the form set by the Ministry of Planning and Investment. The list of members or list of founding members shall be enclosed with the following: 
a) A valid copy of any of lawful personal identi fication papers specified in Article 24 of this 
Decree, of founding members or founding shareholders who are individuals; 
b) A copy of the establishment decision; business registration certificate or enterprise 
registration certificate or an equivalent document: a valid copy of any of the personal identification 
papers of the authorized representative as specif ied in Article 24 of this Decree and the relevant 
authorization decision for founding members or founding shareholders that are legal entities. 
4. Written certification of legal capital, issued by a competent agency or organization, for 
companies conducting business lines for which legal capital is required by law: 
5. Valid copies of practicing certificates of general partners, for partnerships, of one or 
several individuals, for limited liability companies and joint-stock companies, in case these 
companies conduct business lines for which practicing certificates are required by law. 
Article 21. Enterprise registration dossi er for a one-member limited liability 
company  
1. An application for enterprise registration; 
2. The draft company charter, which must bear all signatures of the owner and the 
representative at law of the company in case the company owner is an individual: authorized representatives and representative at law in case the company owner is an organization. The 
company owner shall take responsibility for the lawfulness of the company charter; 
3. A valid copy of any of personal identification  papers specified in Article 24 of this Decree 
of the company owner who is an individual, or the establishment decision, business registration 
certificate, enterprise registration certificate or an equivalent document, the charter or an 
equivalent document of the company owner that is an organization (unless the company owner is the State); 
4. A list of authorized representatives, for one- member limited liability companies 
organized and managed under Clause 3. Article 67 of the Law on Enterprises, made according to the form set by the Ministry of Planning and Investment. This list shall be enclosed with a valid copy of any of personal identification papers of  each authorized representative as specified in 
Article 24 of this Decree. 
A valid copy of any of personal identification papers of the authorized representative as 
specified in Article 24 of this Decree for a one-member limited liability company organized and 
managed under Clause 4 Article 67 of the Law on Enterprises; 
5. An authorization document issued by the company owner for the authorized 
representative, for companies whose owners are organizations; 
6. Written certification of legal capital, issued by a competent agency or organization, for 
companies conducting business lines for which legal capital is required by law; 
7. Valid copies of practicing certificates of one or several individuals required for 
companies conducting business lines for which practicing certificates are required by law. 
Article 22. Enterprise regist ration dossiers for companies established on the basis 
of division, separation or conso lidation, and for merging companies  
1. In case a limited liability company or joint-stock company is divided into several 
companies of the same type, in addition to the papers specified in Articles 20 and 21 of this 
Decree, the enterprise registration dossier must comprise the company division decision as specified in Article 150 of the Law on Enterprises, the minutes of the Members' Council meeting, 
for limited liability companies with two or mo re members, the minutes of the Shareholders' 
General Meeting, for joint-stock companies, on the company division, and a valid copy of the business registration certificate or enterprise registration certificate or an equivalent paper of the company. 
2. In case one or several new companies of the same type is/are formed by separation 
from an existing limited liability company or joint-stock company, in addition to the papers IP/N/1/VNM/O/10 
 
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  specified in Articles 20 and 21 of this Decree, the enterprise registration dossier of the separated 
company must comprise the company separation deci sion as specified in Article 151 of the Law on 
Enterprises, the minutes of the Members' Council meeting, for limited liability companies with two or more members, the minutes of the Shareholders' General Meeting, for joint-stock companies, 
on the company separation, and a valid copy of th e business registration certificate or enterprise 
registration certificate or an equivalent paper of the company. 
3. In case several companies of the same type are consolidated into a new company, in 
addition to the papers specified in Articles 20 an d 21 of this Decree, the enterprise registration 
dossier must comprise the company consolidation contract as specified in Article 152 of the Law on Enterprises, the minutes and decision of the Members' Council meeting, for limited liability companies with two or more members, the minut es and decision of the Shareholders' General 
Meeting, for joint-stock companies on consolidation, for joint-stock companies, and business 
registration certificates or enterprise registration certificates or equivalent papers of all consolidated companies. 
4. In case one or several companies are merged into another company of the same type, 
in addition to the papers specified in Chapter V of this Decree, the enterprise registration dossier of the merging company must additionally comprise the merger contract as specified in Article 153 
of the Law on Enterprises, the minutes and decisi on of the Members' Council meeting, for limited 
liability companies with two or more members, the minutes of the Shareholders' General Meeting on merger, for joint-stock companies, and business registration certificates or enterprise registration certificates of the merging company and all merged companies. 
The announcement of the establishment of a new enterprise shall be published 
concurrently with the announcement of termination of the old enterprise's operation and the settlement of relevant rights and obligations. 
Article 23. Enterprise regist ration dossiers for cases of enterprise transformation  
1. In case of transformation of a one-member limited liability company into a limited 
liability company with two or more members, a transformation registration dossier comprises: 
a) An application for enterprise transformation: 
b) The charter of the new company as specified in Article 22 of the Law on Enterprises; c) A list of members, made according to a form set by the Ministry of Planning and 
Investment, and a valid copy of any of personal identification papers of individual company 
members as specified in Article 24 of this Decree, and copies of business registration certificates or 
enterprise registration certificates of institutional company members; 
d) The transfer contract or written certification of donation of part of the company 
ownership in case the company owner transfers or donates part of his/her company ownership to 
one or several other individuals; the company owner's decision on mobilization of capital contributions from one or several other individuals. 
When receiving the enterprise registration certificate of the new company, the company 
shall return the original enterprise registration certificate or an equivalent paper of the transformed company. 
2. In case of transformation of a limited liability company with two or more members into 
a one-member limited liability company, a transformation registration dossier comprises: 
a) An application for enterprise transformation; b) The charter of the new company as specified in Article 22 of the Law on Enterprises; 
c) A valid copy of the establishment decision or the enterprise registration certificate or an 
equivalent paper of institutional company owners or a copy of any of other personal identification papers specified in Article 24 of this Decree of individual company owners; 
d) A list of authorized representatives, for one-member limited liability companies 
organized under Clause 3, Article 67 of the Law on Enterprises; a copy of any of personal 
identification papers of the authorized representati ve as specified in Article 24 of this Decree, for 
one-member limited liability companies organized under Clause 4 Article 67 of the Law on 
Enterprises. 
e) The contract on transfer of capital contributions within the company; IP/N/1/VNM/O/10 
 
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  f) A written decision and a copy of the minut es of the Members' Council meeting on the 
company transformation. 
When receiving the enterprise registration certificate of the new company, the company 
shall return the original enterprise registration certificate or an equivalent paper of the 
transformed company. 
3. In case of transformation of a private en terprise into a limited liability company, a 
transformation registration dossier comprises: 
a) An application for enterprise transformation; 
b) The charter of the company; c) A list of creditors and unpaid debts, including also tax arrears, and payment deadlines: 
a list of existing employees: and a list of unliquidated contracts: 
d) A list of members as specified in Article 23 of the Law on Enterprises, for transformation 
of private enterprises into limited liability companies with two or more members: a valid copy of any of personal identification papers of individu al company members as specified in Article 24 of 
this Decree, or copies of business registration certif icates or enterprise registration certificates of 
institutional company members; 
e) The private enterprise owner's written commitment to bear personal liability for all 
unpaid debts of the private enterprise with all his/her assets and commitment to fully pay due 
debts: 
f) Written agreements with parties to unliquidated contracts on the receipt and 
performance of these contracts by the new limited liability company; 
g) The private enterprise owner's writte n commitment or an agreement between the 
private enterprise owner and other capital contribu tors on the receipt and employment of existing 
employees of the private enterprise. 
When receiving the enterprise registration certificate of the new company, the enterprise 
shall return the original enterprise registration certificate or an equivalent paper of the transformed enterprise. 
4. In case of transformation of a limited liability company into a joint-stock company or 
vice versa, a transformation registration dossier comprises: 
a) An application for enterprise transformation; b) The company owner's decision or decision and minutes of the Members' Council meeting 
or the Shareholders' General Meeting on the company transformation: 
c) The charter of the company after transformation: d) A list of members or a list of founding shareholders or general shareholders and papers 
specified in Clause 3, Article 19 of the Law on Enterprises; 
e) The contract on transfer of capital contributions or an agreement on investment capital 
contribution. 
When receiving the enterprise registration certificate of the new company, the company 
shall return the original enterprise registration certificate or an equivalent paper of the transformed enterprise. 
Article 24. Personal identification papers  in an enterprise registration dossier  
1. Valid identity card or passport, for Vietnamese citizens. 
2. Any of the following papers that is  still valid, for overseas Vietnamese: 
a) Vietnamese passport; 
b) Foreign passport (or a paper that can substitute the foreign passport) and any of 
documents evidencing the Vietnamese origin of overseas Vietnamese. 
3. Temporary residence registration certificate granted by a competent Vietnamese agency 
and a valid passport, for foreigners permanently residing in Vietnam. 
4. Valid passport, for foreigners no t permanently residing in Vietnam. IP/N/1/VNM/O/10 
 
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  Article 25. Receipt of enterp rise registration dossiers  
1. Enterprise founders or their authorized representatives shall submit complete dossiers 
as specified in this Decree to provincial-level bu siness registration offices in the localities where 
their enterprises are headquartered. 
2. An enterprise registration dossier shall be received for inputting information into the 
national enterprise registration information system when: 
a) It comprises all papers specified in this Decree; 
b) The enterprise name is indicated in the ente rprise registration application or enterprise 
transformation application; 
c) The address of the enterprise registration dossier submitter is indicated; d) The enterprise registration fee is paid under regulations. 
3. Upon receipt of dossiers, business registration offices shall hand dossier receipt slips to 
dossier submitters. 
4. After receiving enterprise registration dossi ers, business registration offices shall check 
the validity of these dossiers and input adequate and accurate information in enterprise 
registration dossiers into the national enterprise registration information system. 
In case dossiers are invalid or names of enterprises to be registered are incompliant with 
regulations, business registration offices shall clearl y notify in writing contents to be modified or 
supplemented to enterprise founders within 5 working days after receiving the dossiers. 
In case of online enterprise registration, business registration offices shall inform via the 
net enterprise registrants of the time of notifying enterprise registration results or contents to be 
supplemented or modified (if any). 
Article 26. Process of coordination in the creation and grant of enterprise 
identification numbers  
When enterprise registration dossiers satisfy the prescribed conditions for the grant of 
enterprise registration certificates, information on enterprise registration dossiers shall be transferred to the database of the General Department of Taxation (the Ministry of Finance). 
Within 2 working days after receiving information from the national enterprise registration 
database, the General Department of Taxation shall create enterprise identification numbers and transfer them to the national enterprise registra tion database to be granted by provincial-level 
business registration offices to enterprises. Information on the grant of enterprise registration 
certificates shall be transferred to the General Department of Taxation. 
In case the General Department of Taxation refuses to grant enterprise identification 
numbers, it shall notify such to the Ministry of Planning and Investment, clearly stating reasons; 
for subsequent notification by provincial-level business registration offices to enterprises. 
Article 27. Online enterprise registration  
1. Online enterprise registration means ente rprise registration conducted by enterprise 
founders through the national enterprise registration portal. 
2. Business registration offices shall receive and examine dossiers, guide the modification 
and supplementation of dossiers and notify results of processing of enterprise registration procedures through the national enterprise registration information system. 
3. In case enterprise founders have no e-sign atures online enterprise registration may be 
conducted according to the following procedures: After enterprise registration dossiers are accepted on the national enterprise registration information system, enterprises shall print out the 
certification of online submission of their enterprise registration dossiers from the system. 
Enterprises' representatives at law shall sign on the certification of online submission of their enterprise registration dossiers and send such certification to provincial-level business registration 
offices in localities where their enterprises are located. After receiving the certification of online 
submission of enterprise registration dossiers, provincial-level business registration offices shall examine the dossiers and grant enterprise re gistration certificates to enterprises. 
4. Enterprise registration dossiers submitted through the national enterprise registration 
portal are legally valid as paper dossiers. IP/N/1/VNM/O/10 
 
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  Article 28. Time limit for grant of enterprise registration certificates  
Within 5 working days after receiving valid dossi ers, provincial-level business registration 
offices shall grant enterprise registration certificates to applying enterprises, or carry out registration of changes in enterprise registration, division, separation, merger, consolidation or 
transformation, registration of operation of branches  or representative offices or notification of the 
setting up of business places of enterprises. 
Past that time limit, if they receive neither an enterprise registration certificate nor a 
request for modification or supplementation of th eir enterprise registration dossiers, enterprise 
founders may lodge a complaint under the law on complaints and denunciations. 
Article 29. Grant of enterprise registration certificates  
1. Enterprises shall be granted enterprise regi stration certificates if they satisfy all the 
conditions specified in Article 24 of the Law on Enterprises. 
2. Enterprises may receive enterprise registration certificates directly at business 
registration offices or register and pay a fee for receiving enterprise registration certificates via 
delivery service. 
3. From the date of receiving enterprise registration certificates, all enterprises may 
commence their business operations, except those engaged in conditional business lines. 
4. Enterprises may request business registration offices to grant copies of enterprise 
registration certificates and shall pay a fee as prescribed. 
5. When receiving new enterprise registration certificates in case of registration of changes 
in enterprise registration, enterprises shall return old enterprise registration certificates or old 
business registration certificates or other equivalent papers. 
Article 30. Correction of information in  enterprise registration certificates  
1. Upon detecting that contents of an enterprise registration certificate are inconsistent 
with those of the enterprise registration dossier, an enterprise may send a notice requesting the 
business registration office to correct contents of the enterprise registration certificate to be consistent with the submitted enterprise registration dossier. 
2. Business registration offices shall receive notices, examine dossiers and re-grant 
enterprise registration certificates to enterprises within 2 working days after receiving the notices, 
provided information in such notices is accurate. 
Article 31. Provision of information on enterprise registration contents  
1. Periodically in the second week every mo nth, provincial-level business registration 
offices shall send lists of enterprises registered in the last month enclosed with their information to agencies that manage economic and technical branches at the same level and district-level 
business registration offices. In localities where information technology infrastructure conditions 
permit, exchange of information on enterprise registration may be made online. 
2. Organizations and individuals may request business registration offices to provide 
information on enterprise registration stored in the national enterprise registration information 
system and shall pay a fee as prescribed. 
Article 32. Enterprise registration fee  
1. Enterprise founders shall pay an enterprise registration fee at the time of submitting 
enterprise registration dossiers. This fee may be paid directly at business registration offices or 
remitted into accounts of business registration offices. It will not be refunded to enterprises that are not granted enterprise registration certificates. 
2. The Ministry of Finance shall assume the pr ime responsibility for, and coordinate with 
the Ministry of Planning and Investment in, guid ing the fee levels and the use of the fee for the 
registration of enterprises and business households  to partially pay expenses for the operation of 
business registration offices. The level of retentio n of the fee by business registration offices must 
not be lower than 50% of the total collected fee amount. The enterprise registration fee level shall be uniformly applied nationwide. IP/N/1/VNM/O/10 
 
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  Article 33. Registration of the operation of branches or representative offices, 
and notification of the setting  up of business places  
1. Dossiers of registration of the operation of branches or representative offices: Upon setting up a branch or representative offi ce, an enterprise shall send a notice of such 
setting-up to the provincial-level business registrati on office of the locality where the enterprise 
locates its branch or representative office. Such a notice has the following details: 
a) Enterprise identification number; 
b) Name and address of the head office of the enterprise; 
c) Name of the branch or repres entative office to be set up; 
d) Address of the branch or representative office; e) The field and scope of operation of the branch or representative office: 
f) Full name, residence, identity card or passport number or other legal personal 
identification papers as specified in Article 24 of this Decree, of the head of the branch or representative office; 
g) Full name and signature of the representative at law of the enterprise. 
The notice specified in this Clause must be enclosed with: - A written decision and a copy of the minutes of the Members' Council meeting, for limited 
liability companies with two or more members; of  the company owner or the Members' Council or 
the company president, for one-member limited liability companies; of the Board of Directors, for joint-stock companies; or of general partners, for partnerships, on the setting up of a branch or 
representative office; 
- A valid copy of the decision appointing the head of the branch or representative office; 
- A valid copy of any of personal identifica tion numbers specified in Article 24 of this 
Decree of the head of the branch or representative office; 
With regard to branches planned to conduct business lines that require a practicing 
certificate, a valid copy of the practicing certific ate of the head of the branch or another concerned 
person shall be included under specialized laws. 
2. Notification of the setting up of business places: 
Business places of enterprises can be outside their registered head offices. Enterprises 
may only set up business places in provinces or centrally run cities where their head offices or branches are based. Within 10 working days after making decisions to set up their business places, 
enterprises shall send notices of business places to provincial-level business registration offices. 
Such a notice has the following details: 
a) Enterprise identification number; 
b) Name and address of the head office of th e enterprise, name and address of the branch 
(in case the business place is attached to the branch); 
c) Name and address of the business place; 
d) The field of operation of the business place; 
e) Full name, residence, identity card or passport number or another legal personal 
identification paper specified in Article 24 of th is Decree, of the head of the business place; 
f) Full name and signature of the representative at law of the enterprise. 
3. After receiving valid dossiers of enterprises,  provincial-level business registration office 
shall input information into the national enterprise registration information system to request identification numbers for branches, representative offices or business places, then grant branch or 
representative office operation registration certificates, or add business place addresses in the 
enterprise registration certificates or branch op eration registration certificates of enterprises. 
4. In case an enterprise sets up a branch or  representative office outside the province or 
city where its head office is based, within 7 working days after being granted a branch or 
representative office operation registration certific ate, it shall send a written notice thereof to the IP/N/1/VNM/O/10 
 
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  provincial-level business registration office of the locality where its head office is based in order to 
be added to the enterprise registration dossier an d will be re-granted an enterprise registration 
certificate. 
5. The setting up of overseas branches or representative offices by enterprises must 
comply with the laws of host countries. 
Within 30 working days after officially opening an overseas branch or representative office, 
an enterprise shall send a notice thereof to the business registration office where it has registered 
its business. Such a notice shall be enclosed with a valid copy of the operation registration 
certificate of the branch or representative office or equivalent documents to be added to the enterprise registration dossier so that the enterpri se shall be re-granted an enterprise registration 
certificate. 
 
Chapter V  
DOSSIERS, ORDER AND PROCEDURES FOR REGISTRATION OF CHANGES IN ENTERPRISE 
REGISTRATION  
Article 34. Registration of addi tion or change of business lines  
1. In case of change of its business line, an enterprise shall send a notice to the business 
registration office with which it has registered its business. Such a notice has the following details: 
a) The enterprise's name, identification num ber, tax identification number or the number 
of its business registration certificate (for enterprises having no identification number and tax identification number); 
b) The business line registered to be added or changed; 
c) The full name and signature of the enterprise's representative at law. If the business line that is added or changed requires legal capital, a competent agency's 
written certification of the enterprise's legal capital shall be enclosed. 
If the business line that is added or changed requires a practicing certificate, valid copies 
of practicing certificates of one or several persons defined in specialized laws shall be enclosed. 
The notice shall be enclosed with the writte n decision and a copy of the minutes of the 
Members' Council meeting, for limited liability companies with two or more members; of the 
Shareholders' General Meeting, for joint-stock companies; of general partners, for partnerships; the decision of the company owner, for one-member limited liability companies, on the addition or 
change of the business line. Changes in the company charter must be clearly indicated in the 
decision and the meeting minutes. 
2. Upon receipt of the notice, the business registration office shall issue a receipt and 
register the business line addition or change for the enterprise. 
Article 35. Registration of change of addresses of enterprises' head offices  
1. Before registering the change of the address of its head office, an enterprise shall carry 
out relocation procedures with a tax office under the tax laws. 
2. When relocating its head office to another place within the same province or centrally 
run city, an enterprise shall send a notice thereof to the business registration office with which it has registered its business. Such a notice has the following details: 
a) The enterprise's name, identification number and tax identification number or the 
number of its business registration certificate (for enterprises having no enterprise identification number and tax identification number); 
b) The address of the planned new head office: 
c) The full name and signature of the enterprise's representative at law. This notice shall be enclosed with the written decision and a copy of the minutes of the 
Members' Council meeting, for limited liability companies with two or more members; of the 
Shareholders General Meeting, for joint-stock co mpanies; of general partners, for partnerships; 
the decision of the company owner, for one-memb er limited liability companies. Changes in the 
company charter must be clearly indicated in the decision and the meeting minutes. IP/N/1/VNM/O/10 
 
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  Upon receipt of the notice, the business registration office shall issue a receipt and register 
the head office address change for the enterprise. 
3. When relocating its head office to another province or city, the enterprise shall send a 
notice to the business registration office of the locality where it plans to base its new head office. 
Such a notice has the following details: 
a) The enterprise's name, identification number and tax identification number or the 
number of its business registration certificate (for enterprises having no enterprise identification 
number and tax identification number); 
b) The address of the planned new head office: c) The full name, the number of the identity card, passport or another lawful personal 
identification paper as specified in Article 24 of  this Decree, the permanent residence address and 
signature of the enterprise's representative at law. 
The notice sent to the business registration offi ce of the locality where the enterprise plans 
to base its new head office shall be enclosed with copy of the amended company charter and the 
list of members, for limited liability companies with two or more members; the list of authorized 
representatives, for one-member limited liability companies that are organized and managed under Clause 3, Article 67 of the Enterprise Law; the list of founding shareholders, for joint-stock 
companies; the list of general partners, for part nerships; the written decision and a copy of the 
minutes of the Members' Council meeting, for limited liability companies with two or more members; of the Shareholders General Meeting, for joint-stock companies; of general partners, for partnerships: or the decision of the company owne r, for one-member limited liability companies. 
Upon receipt of the notice, the business registration office of the locality where the 
enterprise plans to base its new head office shall i ssue a receipt, register the relocation of the head 
office and re-grant an enterprise regi stration certificate to the enterprise. 
Within 5 working days after re-granting an enterprise registration certificate to the 
enterprise, the business registration office of the locality where the enterprise bases its new head office shall send a copy of the new enterprise registration certificate to the business registration 
office with which the enterprise previously registered its business. 
4. Change of the address of an enterprise's head office does not alter the rights and 
obligations of the enterprise. 
Article 36. Registration of change of enterprise names  
1. In case of change of its name, an enterprise shall send a notice to the business 
registration office that has granted an enterprise registration certificate to it. Such a notice must contain the following details: 
a) The enterprise's current name, identification number and tax identification number or 
the number of its business registration certificate (for enterprises having no enterprise identification number and tax identification number): 
b) The expected new name: 
c) The full name and signature of the enterprise's representative at law. This notice shall be enclosed with the written decision and a copy of the minutes of the 
Members' Council meeting, for limited liability companies with two or more members; of the 
Shareholders General Meeting, for joint-stock co mpanies; of general partners, for partnerships; 
the decision of the company owner, for one-memb er limited liability companies. Changes in the 
company charter must be clearly indicated in the decision and the meeting minutes. 
2. Upon receipt of the notice, the business registration office shall issue a receipt and 
register the change of the enterprise's name if the enterprise's new name is not against regulations on enterprise naming. 
3. Change of an enterprise's name does not alter the rights and obligations of this 
enterprise. 
Article 37. Registration of change of general partners  
When a partnership admits a new general partner or terminates the membership of a 
general partner under Clauses 1, 2 and 3 Article 138 of the Enterprise Law, it shall send a notice to IP/N/1/VNM/O/10 
 
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  the business registration office with which it ha s registered its business. Such a notice must 
contain the following details: 
1. The enterprise's name, identification num ber and tax identification number or the 
number of its business registration certificate (for enterprises having no enterprise identification 
number and tax identification number); 
2. The full name, the number of the identity card, passport or another legal personal 
identification paper as specified in Article 24 of  this Decree, and the permanent residence address 
of the new general partner or the one whose membership is terminated; 
3. The signatures of all general partners or authorized general partners, except partners 
whose membership is terminated; 
4. Amendments to the company's charter. 
Enclosed with the notice must be a copy of the identity card or passport or another 
personal identification paper of the new general partner as specified in Article 24 of this Decree. 
Upon receipt of the notice, the business registration office shall issue a receipt and register 
the general partner change for the partnership. 
Article 38. Registration of change of re presentatives at law of limited liability 
companies or joint-stock companies  
In case a limited liability company or joint-stock company changes its representative at 
law, it shall send a notice to the business registration office with which it has registered its business. Such a notice must contain the following details: 
1. The company's name, enterprise identification number and tax identification number or 
the number of its business registration certificate (for enterprises having no enterprise 
identification number and tax identification number); 
2. The full names, the numbers of identity  cards, passports or other legal personal 
identification papers as specified in Article 24 of this Decree, posts and permanent residence 
addresses of the incumbent representative at law and the successive representative at law of the 
company; 
3. The full name and signature of the chairman of the Members' Council, for limited liability 
companies with two or more members; of the company owner or chairman of the Members' 
Council or the company president, for one-member limited liability companies; or of the chairman of the Board of Directors, for joint-stock companie s. If the chairman of the Members' Council, the 
president of the company or the chairman of th e Board of Directors has absconded from his/her 
residence, is held in custody, suffers a mental  disease or other ailments which render him/her 
unable to perceive or control him/herself or refuses to sign the company's notice, the notice must 
contain the full names and signatures of the me mbers of the Members' Council or the company 
owner or the members of the Board of Directors, who have attended and unanimously voted for the change of the company's representative at law. 
The notice must be enclosed with the writte n decision and a copy of the minutes of the 
Members' Council meeting, for limited liability companies with two or more members, of the 
Shareholders General Meeting, for joint-stock companies in case the change of the company's representative at law leads to no change in the co mpany charter, or of the Board of Directors, for 
joint-stock companies in case the change of the company's representative at law leads to no 
change in the company charter: the decision of the company owner, for one-member limited liability companies, on the change of the represen tative at law; a copy of the identity card or 
passport or another personal identification paper of the substitute for the company's 
representative at law as specified in Article 24 of this Decree. 
Changes in the company charter shall be clearly indicated in the decision and the minutes 
of the meeting of the Members' Council or the Sh areholders' General Meeting, or the decision of 
the company owner. 
Upon receipt of the notice, the business registration office shall issue a receipt and register 
the change of the representative at law of the limited liability company or joint-stock company. IP/N/1/VNM/O/10 
 
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  Article 39. Registration for change of in vestment capital of private enterprise 
owners  
In case of increase or decrease in the registered investment capital, the owner of a private 
enterprise shall send a notice on the change to the business registration office with which the 
enterprise has registered its business. Such a notice must contain the following details: 
1. The enterprise's name, identification num ber and tax identification number or the 
number of its business registration certificate (for enterprises having no enterprise identification 
number and tax identification number); 
2. The registered investment capital, new investment capital level and the time of 
investment capital change; 
3. The full name and signature of the private enterprise owner: 
Upon receipt of the notice, the business registration office shall issue a receipt and register 
the investment capital change for the enterprise. 
Article 40. Registration of change of charter capital or in capital contribution 
proportions  
1. In case of increase or decrease in its charter capital or change in its capital contribution 
proportions, a company shall send a notice to the business registration office with which it has 
registered its business. Such a notice must contain the following details: 
a) The company's name, enterprise identification number and tax identification number or 
the number of its business registration certificate (for enterprises having no enterprise identification number and tax identification number); 
b) The full name, address, nationality, the number of the identity card, passport or another 
legal personal identification paper as specified in Article 24 of this Decree or the number of the establishment decision and enterprise identification number of each member, for limited liability 
companies with two or more members, of the owner and the authorized person, for one-member 
limited liability companies, of founding shareholders, for joint-stock companies, of general partners, for partnerships; 
c) The capital contribution proportion of each member, for limited liability companies with 
two or more members, or of each founding shareholder, for joint-stock companies, or the authorized ownership proportion of each auth orized representative, for one-member limited 
liability companies organized and managed under Clause 3, Article 67 of the Law on Enterprises; 
d) The registered charter capital and the proposed new charter capital: the time and form 
of capital increase or reduction; 
e) The full name, nationality, the number of the identity card, passport or another legal 
personal identification paper as specified in Ar ticle 24 of this Decree, the permanent residence 
address and signature of the representative at la w of the company or of the authorized general 
partner, for partnerships, of the chairman of the Members' Council, for limited liability companies, 
of the chairman of the Board of Directors, for joint-stock companies. 
The notice must be enclosed with the writte n decision and a copy of the minutes of the 
Members' Council meeting, for limited liability companies with two or more members, of the 
Shareholders General Meeting, for joint-stock comp anies; the decision of the company owner, for 
one-member limited liability companies on the chan ge of charter capital of the company. Changes 
in the company charter shall be clearly indicated in the decision, and the minutes of the meeting of the Members' Council or Shareholders General Meeting and the decision of the company owner. 
In case of charter capital reduction, the ente rprise shall make a commitment to ensure the 
payment of all debts and other asset liabilities af ter the capital reduction, and attach the notice 
with the latest financial statement available follow ing the time of decision to reduce its charter 
capital. For a company with foreign-owned capital accounting for more than 50% its financial 
statement shall be verified by an independent auditor. 
Upon receipt of the notice, the business registration office shall issue a receipt and register 
the capital increase or reduction for the company. 
2. Registration of charter capital increase or reduction does not apply to one-member 
limited liability companies. IP/N/1/VNM/O/10 
 
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  3. In case of capital reduction for enterprises conducting business lines that require legal 
capital, registration of charter capital reduction shall be effected for enterprises only when their registered capital level after the reduction is not lower than the legal capital level applicable to such business lines. 
4. Charter capital of a joint-stock company is exclusive of the value of shares allowed to be 
offered for sale. 
Article 41. Registration of change of  founding shareholders of joint-stock 
companies  
1. Registration of change of founding shareh olders of a joint-stock company in the case 
specified in Clause 3, Article 84 of the Law on Enterprises: 
The company shall send a notice to the business registration office with which it has 
registered its business. Such a notice must contain the following details: 
a) The company's name, enterprise identification number and tax identification number or 
the number of its business registration certificate (for enterprises having no enterprise 
identification number and tax identification number): 
b) The name, head office address, enterprise identification number or number of 
establishment decision, for institutional founding shareholders, or the full name, the number of the 
identity card, passport or another legal personal identification paper as specified in Article 24 of 
this Decree, for individual founding shareholders who fail to fulfill their capital contribution commitments and their uncontributed capital portions: 
c) The name, head office address, enterprise identification number or number of 
establishment decision, for institutions, or the full name, the number of the identity card, passport 
or another legal personal identification paper as specified in Article 24 of this Decree, for individuals who make additional capital contribu tion and the capital contribution portion after 
additional contribution. 
d) The full name, number of the identity card, passport or another legal personal 
identification paper as specified in Article 24 of this Decree and signature of the representative at 
law of the company; 
The notice shall be enclosed with the wri tten decision, a copy of the minutes of the 
Shareholders' General Meeting on the change of a founding shareholder due to failure to fulfill the 
capital contribution commitment: the list of found ing shareholders after the change; copies of the 
establishment decision and enterprise registration certificate or equivalent papers, and a valid copy 
of any of personal identification papers of the authorized representative as specified in Article 24 of this Decree and the relevant authorization decision, for institutions, or a copy of the identity card 
or passport or another legal personal identification paper specified in Article 24 of this Article, for 
individuals who make additional capital contribution. 
Amendments to the company charter must be clearly indicated in the decision or minutes 
of the Shareholders' General Meeting. 
Upon receipt of the notice, the business registration office shall issue a receipt and register 
the founding shareholder change for the company. 
2. Registration of change of founding shareh olders in the case specified in Clause 5, 
Article 84 of the Law on Enterprises: 
The company shall send a notice to the business registration office with which it has 
registered its business. Such a notice must contain the following details: 
a) The company's name, enterprise identification number and tax identification number or 
the number of its business registration certificate (for enterprises having no enterprise identification number and tax identification number); 
b) The name, head office address, enterprise identification number or number of 
establishment decision, for institutional founding shareholders, or the full name, the number of the identity card, passport or another legal personal identification paper as specified in Article 24 of this Decree, for individual founding shareholders, ca pital contribution portions of the transferor and 
transferee; IP/N/1/VNM/O/10 
 
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  c) The full name, number of the identity card, passport or another legal personal 
identification paper as specified in Article 24 of this Decree and signature of the representative at 
law of the company. 
The notice shall be enclosed with the wri tten decision, a copy of the minutes of the 
Shareholders' General Meeting on the change of the founding shareholder; the list of founding 
shareholders after the change; the share transfer contract and written certifications of transfer 
completion; a copy of the establishment decision an d valid copies of any of personal identification 
papers of the authorized representative as specif ied in Article 24 of this Decree and the relevant 
authorization decision, for institutional founding shareholders receiving the transferred shares, or a copy of the identity card or passport or another legal personal identification paper specified in 
Article 24 of this Article, for individuals receiv ing transferred shares. Amendments to the company 
charter must be clearly indicated in the decision or minutes of the Shareholders' General Meeting. 
Upon receipt of the notice, the business registration office shall issue a receipt and register 
the founding shareholder change for the company. 
3. Registration of change of founding shareholders due to donation of shares: 
Registration of change of founding shareholders  due to donation of shares shall be made 
under the provisions applicable to registration of  founding shareholders due to transfer of shares, 
with transfer contracts and written certifications of transfer completion replaced with share 
donation contracts. 
Article 42. Registration of change of me mbers of limited liability companies with 
two or more members  
1. In case of admission of a new member, the company shall send a notice to the business 
registration office with which it has registered its business. Such a notice must contain the following details: 
a) The company's name, enterprise identification number and tax identification number or 
the number of its business registration certificate (for enterprises having no enterprise identification number and tax identification number); 
b) The name, enterprise identification number and head office address, for institutional 
members; full name, nationality, number of the identity card or passport or another legal personal identification number as specified in Article 24 of  this Decree, for individual members; capital 
contribution value, portions and timing, kinds of assets used for capital contribution, quantity and 
value of each kind of asset contributed as capital by new members; 
c) The newly changed capital contribution portions of all members after admission of the 
new member; 
d) The company's charter capital after the admission of the new member; 
e) The full name and signature of the representative at law of the company. The notice shall be enclosed with the writte n decision and a copy of the minutes of the 
Members' Council meeting on the admission of the new member, and the written certification of 
the capital contribution of the new member to th e company; a copy of the establishment decision 
and a valid copy of any personal identification pape rs of the authorized representative as specified 
in Article 24 of this Decree and the relevant authorization decision, for institutional members, or a 
copy of the identity card or passport or another legal personal identification paper as specified in 
Article 24 of this Decree, for individual member s. Amendments to the company charter shall be 
clearly indicated in the decision, and the minutes of the Members' Council meeting. 
Upon receipt of the notice, the business registration office shall issue a receipt and register 
the member change and charter capital increase for the company. 
2. In case of change of members due to the tr ansfer of a capital contribution portion, the 
company shall send a notice to the business registration office with which it has registered its 
business. Such a notice must contain the following details: 
a) The company's name, enterprise identification number and tax identification number or 
the number of its business registration certificate (for enterprises having no enterprise 
identification number and tax identification number); IP/N/1/VNM/O/10 
 
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  b) The name and head office address, for organizations, or the full name, nationality, 
number of the people's identity card, passport or another legal personal identification paper as specified in Article 24 of this Decree, for individuals; and the capital contribution portions of the transferor and transferee; 
c) The capital contribution portions of the members after the transfer; 
d) The timing of the transfer; e) The full name and signature of the representative at law of the company. 
The notice shall be enclosed with the transfer contract and written certifications of the 
transfer completion by the company; a copy of th e establishment decision and a valid copy of any 
of personal identification papers of the authorized  representative as specified in Article 24 of this 
Decree and the relevant authorization decision, for new institutional members, or a copy of the 
identity card or passport or another personal identi fication paper as specified in Article 24 of this 
Decree, for new individual members. 
Upon receipt of the notice, the business registration office shall issue a receipt and register 
the member change for the company. 
3. In case of change of a member due to inheritance, the company shall send a notice to 
the business registration office with which it ha s registered its business. Such a notice must 
contain the following details: 
a) The company's name, enterprise identification number and tax identification number or 
the number of its business registration certificate (for enterprises having no enterprise identification number and tax identification number); 
b) The full name, number of the identity card, passport or another legal personal 
identification paper as specified in Article 24 of th is Decree, nationality and the capital contribution 
portion of the member that left the inheritance and of every heir; 
c) The timing of inheritance; 
d) The full name and signature of the representative at law of the company. The notice shall be enclosed with a written certification of lawful inheritance by the heir; a 
copy of the identity card or passport or another personal identification paper of the heir as 
specified in Article 24 of this Decree. 
Upon receipt of the notice, the business registration office shall issue a receipt and register 
the member change for the company. 
4. In case of registration of member change due to a member's failure to fulfill the capital 
contribution commitment under Clause 3, Article 39 of the Law on Enterprises, the company shall 
send a notice to the business registration office with which it has registered its business. Such a 
notice must contain the following details: 
a) The company's name, enterprise identification number and tax identification number or 
the number of its business registration certificate (for enterprises having enterprise identification 
number and tax identification number); 
b) The name and head office address, for organizations, or the full name and number of 
the identity card, passport or another legal personal  identification paper as specified in Article 24 
of this Decree, nationality and the capital contribu tion portions of the member who fails to fulfill 
the capital contribution commitment and of th e person who agrees to make supplementary 
contribution; 
c) The full name and signature of the representative at law of the company. 
The notice shall be enclosed with the writte n decision and a copy of the minutes of the 
Members' Council meeting on the change of th e member due to the unfulfilled commitment of 
capital contribution and the list of the remainin g members of the company. Amendments to the 
company charter shall be clearly indicated in the decision and the minutes of the Members Council 
meeting. 
Upon receipt of the notice, the business registration office shall issue a receipt and register 
the member change for the company. IP/N/1/VNM/O/10 
 
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  5. Registration of member change due to donation of capital contribution portions: 
Registration of member change due to donation  of capital contribution portions shall be 
made like the registration of member change due to  transfer of capital contribution portions, with 
transfer contracts and written certifications of transfer completion replaced with contracts on 
donation of capital contribution portions. 
Article 43. Registration of change of owners of one-member limited liability 
companies  
In case a company owner transfers the whole charter capital to an individual or 
organization, the transferee shall make registration  of change of the company owner. A dossier for 
registration of change comprises: 
A notice of change in enterprise registration jointly signed by the old owner or his/her/its 
representative at law and the new owner or his/her/its representative at law. 
A valid copy of any of personal identificati on papers of the transferee as specified in 
Article 24 of this Decree in case the transferee is  a n  i n d i v i d u a l  o r  a  v a l i d  c o p y  o f  t h e  b u s i n e s s  
registration certificate or enterprise registration certificate or establishment decision in case the 
transferee is an institution; and a valid copy of  any of personal identification papers of the 
authorized representative as specified in Article 24 of this Decree. 
The amended or supplemented company charter; 
The capital transfer contract and documents ev idencing the completion of capital transfer. 
Upon receipt of dossiers for registration of a change, the business registration office shall 
issue receipts and register the change of the company owner. 
Article 44. Registration of change of privat e enterprise owners in case of sale or 
donation of enterprises or death or missing of enterprise owners  
In case a private enterprise owner sells or donates his/her enterprise or is dead or 
missing, the purchaser, recipient or heir shall regi ster the change of private enterprise owner. A 
dossier for registration of such change comprises: 
1. A notice of change of private enterprise owner bearing the signatures of the seller or 
donor and the purchaser or recipient of the private enterprise in case of sale or donation of the 
private enterprise; or the signature of the heir in  case the private enterprise owner is dead or 
missing. 
2. A valid copy of any of personal identificati on papers of the private enterprise purchaser, 
recipient or heir as specified in Article 24 of this Decree. 
3. The enterprise sale and purchase or donation contract and documents evidencing the 
completion of the transfer or donation in case of  sale or donation of the private enterprise: the 
death certificate or declaration of missing of the private enterprise owner issued by the court in 
case the private enterprise owner is dead or missing, and the written certification of the heir's lawful right to inheritance. 
Upon receipt of a private enterprise's dossier for registration of change, the business 
registration office shall issue a receipt and regist er the change of the private enterprise owner. 
Article 45. Registration of changes in tax registration  
1. In case an enterprise changes its tax registration contents without changing its business 
registration contents, it shall send a notice to the provincial-level business registration office in the 
locality where its head office is based. 
Such a notice must contain the following details: 
a) The name, head office address, enterprise identification number, and date of grant of 
the business registration certificate, tax registration certificate or enterprise registration certificate; 
b) Changes in tax registration information. 
2. The business registration office shall rece ive the notice, input data into the national 
enterprise registration information system for transmission to the database of the General Department of Taxation, and concurrently file the notice in the enterprise registration dossier. IP/N/1/VNM/O/10 
 
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  Article 46. Registration of changes in enterprise registration or operation 
registration under court rulings  
In case of a change in its enterprise registration or operation registration under a court 
ruling, an enterprise shall register such change. A registration dossier must contain a valid copy of 
the court judgment or ruling that has taken legal effect. 
Article 47. Registration of change in operation registration or notices of 
termination of operation of  branches, representative offices or business places  
1. When changing registration contents of  their branches, representative offices or 
business places, enterprises shall send notices thereof to provincial-level business registration offices in localities where their branches or representative offices are based in order to have their branch or representative office operation registration certificates renewed. 
2. In case of relocation of their branches or representative offices to other provinces or 
centrally run cities different from registered locations, enterprises shall send notices thereof to provincial-level business registration offices in localities to which their branches or representative 
offices are planned to move and provincial-level business registration offices in localities where 
their branches or representative offices are based.  Provincial-level business registration offices in 
localities to which branches or representative offices are planned to move shall receive notices and 
grant operation registration certificates to these branches or representative offices. 
3. Upon termination of operation of their branches, representative offices or business 
places, enterprises shall send notices thereof to business registration offices that have granted operation registration certificates to their branches  or representative offices or have been notified 
by enterprises of the setting up of their business places. Business registration offices shall receive 
notices and carry out procedures for revocation of operation registration certificates of branches or representative offices or deletion of business places from enterprise registration certificates or 
operation registration certificates of branches or representative offices. 
Article 48. The right of enterprises to complain  
If after 5 working days from the date of se nding its notice of change in enterprise 
registration to the business registration office, an enterprise does not have the change in its 
business registration registered under regulations or receives no request for modification or supplementation of the enterprise registration dossi er from the business registration office, it may 
lodge a complaint under the law on complaints and denunciations. 
 
Chapter VI  
REGISTRATION OF BUSINESS HOUSEHOLDS  
Article 49. Business households  
1. A business household owned by an individual who is a Vietnamese citizen or a group of 
individuals or a household may only register busi ness at one location, employ 10 laborers at most 
but may not have a seal and shall be held liable with all of its assets for its business operation 
2. Households engaged in agricultural production, forestry, fishery or salt making, street 
vendors, small vendors, shipment traders, mob ile traders or service providers who have low 
incomes are not required to register their business except for conditional business lines. People's 
Committees of provinces and centrally run cities shall set low income levels in their respective 
localities. 
3. Business households which regularly employ more than 10 laborers shall register 
themselves as enterprises. 
Article 50. The right to set up business households and the obligation of business 
households to register  their business  
1. Vietnamese citizens who are full 18 years of age or older and have the full legal capacity 
and civil act capacity and households have the right to set up business households as well as the obligation to register their business households under this Chapter. 
2. Individuals and households defined in Clause 1 of this Article may each register only one 
business household nationwide. IP/N/1/VNM/O/10 
 
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  Article 51. Business househol d registration certificates  
Business household registration certificates shall be granted to business households 
founded and operating under this Decree. 
Business household registration certificates shall be granted based on information declared 
in business registration dossiers by business household founders who shall take responsibility for 
such declarations. 
Article 52. Order of and procedures fo r registration of business households  
1. An individual or a group of individuals or a representative of a household shall send an 
application for business household registration to the business registration office of the district 
where the business place is to be located. Such an application must contain the following details: 
a) The name of the business household and address of the business place; 
b) Business lines; 
c) Business capital; d) Full names, numbers and dates of grant of identity cards, residence addresses and 
signatures of individuals who found the business household, for business households founded by a 
group of individuals; full name, number and date of issue of the identity card, residence address and signature of the founding individual or re presentative of the founding household of the 
business household, for business households founded by individuals or households. 
Enclosed with the application must be copies of  the identity cards of individual members of 
the business household or a copy of the identity  card of the representative of the founding 
household, and minutes of the group of individu als" meeting on founding the business household, 
for business households founded by a group of individuals. 
For business lines that require a practicing certificate, apart from the papers specified in 
Clause 1 of this Article, a valid copy of the practi cing certificate of the individual or representative 
of the founding household shall be included. 
For business lines, which require legal capital, apart from the papers specified in Clause 1 
of this Article, a valid copy of the written certification of legal capital, issued by a competent 
agency or organization, shall be included. 
2. Upon receipt of the dossier, the district-lev el business registration office shall hand over 
a receipt and issue a business household registration certificate to the business household within 5 working days from the date of receipt of the dossier, provided that all the following conditions 
are satisfied: 
a) The business lines are not banned; b) The business household name intended for registration complies with Article 56 of this 
Decree; 
c) The business registration fee is fully paid as prescribed. In case the dossier is improper, within 5 workin g days from the dale of receipt thereof, the 
business registration office shall inform in writ ing the business household founder of details that 
need to be modified or supplemented. 
3. After 5 working days from the date of subm ission of the business registration dossier, if 
the applicant for business household registration receives no business household registration 
certificate or no request for modification or supplementation of the business registration dossier, 
he/she may lodge a complaint under the law on complaints and denunciations. 
4. In the first week of every month, a district -level business registration office shall send a 
list of registered business households of the previous month to the tax office at the same level, 
provincial-level business registration office and economic-technical branch management agency. 
Article 53. Business timing  
Business households may conduct business operations after they receive business 
household registration certificates, except in case they conduct conditional business lines. IP/N/1/VNM/O/10 
 
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  Article 54. Business places of business households  
A business household that conducts shipment or mobile trading operations shall select a 
fixed place for business household registration. This place can be a registered permanent or temporary residence or where business operations  are most frequently conducted or where trade 
transactions are conducted. A business household that conducts shipment or mobile trading 
operations may carry out its business operations outside the place registered with the business registration office but shall inform the tax office and market management authority in the locality 
where it has registered its head office and where it conducts business operations. 
Article 55. Registration of change  in business household registration  
When changing registered business registration contents, a business household shall 
inform the change to the district-level business registration office with which it has registered its 
business. 
In case of temporary cessation of its business operations for at least 30 days, a business 
household shall inform the district-level business registration office with which it has registered its 
business and the direct managing tax office. The duration of business operation cessation must not 
exceed one year. 
In case of termination of business operations, a business household shall return the-
original business registration certificate to the dist rict-level business registration office with which 
it has registered its business and pay all debts, including tax arrears and unfulfilled financial obligations. 
Article 56. Naming of business households  
1. Business households must have their own names. The name of a business household 
must contain the following two elements: 
a) Type of business: "household business": 
b) Own name of the business household. 
The own name must be in Vietnamese and pronounceable, and may include numerals and 
symbols. 
2. Letters, words and signs that violate national historical traditions, culture, morality and 
fine customs must not be used in names of business households. 
3. Own names of business households must no t be identical to those of other business 
households already registered in the same district. 
 
Chapter VII  
ORDER OF AND PROCEDURES FOR REGISTRATION OF TEMPORARY CESSATION OF 
BUSINESS OPERATION, RE-GRANT OR REVOCATION OF ENTERPRISE REGISTRATION 
CERTIFICATES OR BUSINESS HOUSEHOLD REGISTRATION CERTIFICATES  
Article 57. Temporary cessation of business operation  
An enterprise or a business household that temporarily ceases its business operation shall 
send a written notice thereof to the business registration office with which it has registered its business and the tax office at least 15 days before the temporary cessation. Such a notice must contain the following details: 
1. The enterprise's name, head office address,  enterprise identification number and date of 
grant of its enterprise registration certificate or another equivalent paper, for enterprises; or the 
business household registration certificate, for business households. 
2. Its business lines. 
3. The temporary business cessation duration, the starting and ending dates thereof. The 
temporary business cessation duration indicated in the notice must not exceed one year. After the 
temporary cessation duration indicated in the notice, if the enterprise or business household 
sustains its operation cessation, a further notice shall be sent to the business registration office. The total time of temporary cessation must not exceed 2 years. 
4. The reasons for temporary business cessation. IP/N/1/VNM/O/10 
 
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  5. The full name and signature of the enterprise's representative at law or the business 
household's representative. 
This notice must be enclosed with the decision and a copy of the minutes of the Members' 
Council meeting, for limited liability companies with  two or more members; of the company owner, 
for one-member limited liability companies, of the Shareholders General Meeting, for joint-stock 
companies: or of general partners, for partnerships. 
Business registration offices shall receive notices and input information into the national 
enterprise registration information system for monitoring. 
District-level business registration offices shall receive notices of business households and 
file them in business household registration dossiers for monitoring. 
Article 58. Re-grant of enterprise registration certificates  
In case its enterprise registration certificate is lost, burnt, torn, ragged or otherwise 
destroyed, an enterprise may send an application for the re-grant of an enterprise registration 
certificate to the business registration office that granted the old enterprise registration certificate 
to it. 
Business registration offices shall receive applications for the re-grant of enterprise 
registration certificates and consider and re-grant enterprise registration certificates within 
5 working days after receiving the applications. 
Article 59. Revocation of enterprise registration certificates  
1. Cases of revocation of enterprise registration certificates are specified in Clause 2 
Article 165 of the Law on Enterprises, Point g. Clause 1 Article 93 of the Law on Tax 
Administration. 
2. The order of and procedures for revoking enterprise registration certificates under court 
rulings comply with the guidance of competent state agencies. 
Article 60. Order of and procedures fo r revoking enterprise registration 
certificates  
1. In case a business registration office detects forged declarations in an enterprise 
registration dossier: 
If the business registration office detects forged declarations in an enterprise registration 
dossier of a newly founded enterprise, it shall issue a notice of the violation of the enterprise and a decision to revoke its registration certificate; 
If the business registration office detects forged declarations in a dossier of registration of 
a change in enterprise registration, it shall issue a notice of the violation of the enterprise and cancel the change based on untruthful informat ion and restore the enterprise registration 
certificate granted based on the latest valid dossier, and concurrently notify such to a competent 
agency for handling under law. 
2. If a private enterprise owner, a member of a limited liability company, a founding 
shareholder of a joint-stock company or a general partner of a partnership falls into the category 
of those who are banned from founding an enterprise under Clause 2. Article 13 of the Law on Enterprises: 
a) For a private enterprise or one-member limited liability company owned by an 
individual: The business registration office with which the enterprise has registered its business 
shall issue a notice of the violation and a decision to revoke its registration certificate. 
b) For a limited liability company with two or more members, one-member limited liability 
company owned by an organization, joint-stock company or partnership: The business registration 
office with which the enterprise has registered its business shall make a written request for the enterprise to change members or shareholders wh o do not have the right to found an enterprise 
within 30 days from the date of notification. Past that time limit, if the enterprise fails to register 
the change of members or shareholders, the business registration office shall issue a notice of the violation of the enterprise and a decision to revoke its registration certificate. 
3. For enterprises that violate Points c. d. e and f, Clause 2. Article 165 of the Law on 
Enterprises, the business registration office shall issue a notice of the violation and request the 
representative at law of the enterprise to give explanations. After 10 working days from the IP/N/1/VNM/O/10 
 
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  deadline stated in the notice, if the requested person does not show up or his/her explanations are 
unreasonable, the business registration office shall issue a decision to revoke the enterprise registration certificate. 
4. When an enterprise fails to send a report as required at Point g. Clause 2. Article 165 of 
the Law on Enterprises, within 10 working days from the expiration of the time limit for sending 
reports, the business registration office shall send a notice of the violation and request the representative at law of the enterprise to give explanations. After 10 working days from the date 
of appointment for giving explanations indicated in  the notice, if the representative does not show 
up or his/her explanations are unreasonable, the bu siness registration office shall issue a notice of 
the violation of the enterprise and issue a decision to revoke its registration certificate. 
5. If the business registration office detects that the enterprise has conducted a banned 
business line, it shall issue a notice of the violation and a decision to revoke the enterprise 
registration certificate and concurrently inform competent state agencies for handling under law. 
6. In case an enterprise is subject to enforcement of a tax administrative decision specified 
at Point g. Clause 1. Article 93 of the Law on Tax Administration, after receiving a written request 
of the head of the tax administration office defined at Point b. Clause 2. Article 102 of the Law on Tax Administration for revocation of the enterprise registration certificate, the business registration 
office shall carry out procedures for revoking the enterprise registration certificate according to the 
order and procedures specified in Clause 3 of this Article. 
7. After receiving the decision on revocation of  its enterprise registration certificate, an 
enterprise shall carry out its dissolution under Article 158 of the Law on Enterprises. Within 
6 months from the date of issuance of the decision to revoke the enterprise registration certificate, 
if the dissolution dossier of the enterprise is not received, the enterprise shall be considered having 
been dissolved and the business registration office shall deregister the enterprise. In this case, the 
representative at law and all members, for limite d liability companies with two or more members; 
the company owner, for one-member limited liability  companies: the enterprise owner, for private 
enterprises: all members of the Board of Directors, for joint-stock companies; and all general 
partners, for partnerships, shall be held jointly responsible for all debts and unfulfilled asset 
obligations. 
8. Information on revocation of an enterprise registration certificate shall be input into the 
national enterprise registration information system  and transmitted to tax offices within 2 working 
days after the issuance of a decision on revocation. 
Article 61. Cases of revocation of busi ness household registration certificates  
A business household has its business household registration certificate revoked in the 
following cases: 
1. It fails to commence business operation within 6 months after being granted a business 
household registration certificate; 
2. It ceases business operation for 6 consecutive months without notifying such to the 
district-level business registration office with which it has registered business; 
3. It relocates its business place to another district; 4. It conducts a banned business line. 
5. It has been founded by persons who are not allowed to found a business household. 
 
Chapter VIII  
IMPLEMENTATION PROVISIONS  
Article 62. Handling of violations, commendation  
1. Cadres and civil servants who request business founders to submit papers and impose 
enterprise registration procedures or conditions which are against this Decree; or cause difficulties 
or troubles to organizations and individuals wh en processing the enterprise registration or 
checking enterprise registration co ntents shall be handled under law. 
2. Business registration offices and officers that well fulfill their assigned tasks will be 
commended and rewarded under regulations. IP/N/1/VNM/O/10 
 
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  Article 63. Transfer of data  on enterprise registration  
1. The Ministry of Planning and Investment shall guide the transfer of data from provincial-
level business registration offices to the national enterprise registration database. 
2. Information in business registration certificates, business and tax registration 
certificates archived at all provincial-level business registration offices shall be transferred to the 
national enterprise registration information system. 
3. Information registered with provincial-lev el business registration offices is original 
information on enterprises when the transfer of data is conducted. 
4. Based on data on enterprise registration after being transferred and data on tax 
registration, provincial-level business registration of fices shall send a notice to each enterprise and 
request it to: 
a) Register its tax identification number within 30 days after receiving the notice in case it 
has been granted a business registration certificate without having made tax registration. Failing to do so, it shall be handled under the tax law and have its enterprise registration certificate 
revoked under Point c. Clause 2, Article 165 of the Law on Enterprises; 
b) Report on and register a change in its registration contents within 3 months after 
receiving the notice in case its business registration and tax registration contents are inconsistent. 
Failing to do so, it will have its enterprise registration certificate revoked under Point g Clause 2 
Article 165 of the Law on Enterprises. 
Article 64. Effect  
1. This Decree takes effect on June 1, 2010. Al l previous stipulations, which are contrary to 
this Decree, are annulled. 
2. This Decree replaces the Government's Decree No. 88/2006/ND-CP of August 29, 2006 
on business registration. 
Article 65. Responsibility to implement the Decree  
Ministers, heads of ministerial agencies, heads of government-attached agencies, 
chairpersons of People's Committees of provinces and centrally run cities, and subjects of 
application of this Decree shall implement this Decree.  
THE GOVERNMENT  
PRIME MINISTER  
(signed)  
 
 
Nguyen Tan Dung  
 
__________