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What are the innovations in business registration from July 1, 2015 ?

(inlaw.vn) – Law on enterprises (2014) shall take effect from July 1, 2015 , regulating more innovative than Law on enterprises 2005, such as: enterprise registration. In this article scope, INLAW would shall introduce changed contents in Law on enterprises 2015 in comparative with Law on enterprises 2005

Shortening the time limit for grant of enterprise registration certificates

Enterprise law 2014 ( Article 27.2) stipulates the time limit for issue the Certificate of Business registration within 03 working days from the day on which the application is received. Thus, the duration is shortened 02 working days in comprarative with the current law ( 05 working days)

Do not have to submit written certification of legal capital and practice certificates when registering enterprise settlement.

Accordance to Law on enterprises 2005, the enterprise must submit written certification of legal capital and practice certificates when registering enterprise settlement operating business lines that needing a written certification of legal capital and practice certificates.

Law on enterprises 2014 has eliminated this regulation.

Eliminating some contents written in Certificate of Business registration

In comparison with Law on enterprises 2005, “new” Certificate of business registration’s contents according to Law on enterprises 2014 (Article 29) shall not mention these information:

  • Branches name and address, enterprise’s representative offices and business location.
  • Founding shareholders of joint-stock companies
  • Legal capital
  • Business lines

Currently, there are some enterprises which registering a lot of lines of business ( according to INLAW research, the enterprise has registered up to 100 lines of business in  the fourth code business lines); some joint-stock companies have many founding shareholders at the first time registering business (INLAW used to register enterprise settlement  for a joint-stock company that have over 30 founding shareholders, both individuals and organizations) or there are some commercial enterprises having many branches. Obligating to write a wide range of information in the current law make the certificate of business registration “thicker”, some cases are up to 20 pages. Therefore, the above-mentioned information elimination help business registration certificate become “thinner” in comparative with the current law.

The enterprise perform “notification” procedure in stead of “registration” procedure in business registration authorities.

Law on enterprises 2014 (Article 31) regulates that the enterprise only have to implement registration procedure in business registration authorities when changing the business registration certificate’s content. Thus, from July 1, 2015, the enterprise do not have to perform changing registration procedures of enterprise registration contents when they have transformed in business lines or founding shareholders (in joint-stock companies). Instead, the enterprise only need to implement notification procedure for the business registration authorities.

Law on enterprises 2014 (Article 32) regulates notification procedure of changes to the business registration information below:

  1. The enterprise must notify the business registration authority when making any of the changes below: a) Changing the business lines; b) Changing the founding shareholders if the enterprise is a joint-stock company and shareholders being foreign investors, unless the enterprise is a listed company; c) Making other changes to the application for enterprise registration.
  2. The legal representative of the enterprise shall notify changes to business registration information within 10 days from the day on which such changes are made.
  3. The company must send a written notification to the business registration authority of the administration division where the enterprise’s headquarter is located from the day on which shareholders being foreign investors, whose names are in the enterprise’s shareholder register, are changed. The notification must specify: a) The enterprise’s name, enterprise identification number, address of the headquarter. b) With regard to shareholders being foreign investors who transfer their shares (the transferors): Names and addresses of foreign shareholders being organizations; full name, nationalities, addresses of shareholders being individuals; their holdings and quantity of shares, types of shares; quantity and types of transferred shares; c) With regard to shareholders being foreign investors who receive shares transfer (the transferees): Names and addresses of foreign shareholders being organizations; full name, nationalities, addresses of shareholders being individuals; quantity and types of shares received; quantity of shares and corresponding holdings in the company; d) Full name and signature of the company’s legal representative.
  4. The business registration authority shall consider the legitimacy of the documents and change business registration information within 03 working days from the day on which the notification is received. If the changes are rejected, a written notification must be sent to the applicant. The notification must provide explanation and necessary adjustments and additions (if any).
  5. Changes to business registration information according to a decision of the court or arbitration shall be registered following the procedures below: a) The applicant for changes to business registration information shall submit the notification of changes to a competent business registration authority within 10 working days from the effective date of the judgment or decision. The notification must be enclosed with a copy of the effective judgment or decision; b) The business registration authority shall consider and change the business registration information according to the effective judgment or decision within 03 working days from the day on which the notification is received. If the changes are rejected, a written notification must be sent to the requester. The notification must provide explanation and necessary adjustments and additions.

This regulations help the enterprise to reduce significantly administrative procedures which is ralating with enterprise registration.

(to be continued)


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