The draft of the new Decree on Business Registration has been submitted to the Government by the Ministry of Planning and Investment (the “Draft Decree”). It is expected that this Draft Decree will replace Decree No. 01/2021/ND-CP on business registration and Decree No. 122/2020/ND-CP regulating the coordination and integration of procedures for registering the establishment of enterprises, branches, representative offices, the declaration of labor use, issuance of social insurance participation codes, and registration to use of enterprise invoices.
Accordingly, the Draft Decree has several new points as follows:
– Amendments to the regulations on the composition of the “resolutions and decisions” dossier in the direction of requiring enterprises to submit the “resolution or decision” of the company owner, the Board of Members, or the Board of Directors in the enterprise registration dossier, aiming to unify the understanding and application of regulations regarding the composition of the enterprise registration dossier.
– Supplementing regulations on the legal status of branches, representative offices, and business locations, which includes 6 statuses: (i) Temporary suspended from business; (ii) Not operating at the registered address; (iii) Revoked due to tax enforcement; (iv) Under procedures for termination of operation; (v) Terminated operation; (vi) Operating; and at the same time, regulating cases of updating the legal status of branches, representative offices, and business locations when the enterprise updates their legal status.
In addition, the Draft Decree will amend Point a, Clause 2, Article 66 of Decree No. 31/2021/ND-CP detailing and guiding the implementation of certain provisions of the Investment Law as follows:
“The registration document for capital contribution, share purchase, or capital contribution purchase includes the following contents: information on the enterprise registration of the economic organization in which the foreign investor intends to contribute capital, purchase shares, or purchase capital contribution; business lines; the list of owners, members, founding shareholders, the list of owners, members, and shareholders who are foreign investors (if any); the percentage of charter capital ownership of the foreign investor before and after contributing capital, purchasing shares, or purchasing capital contribution to the economic organization; the actual transaction value of the contract for capital contribution, share purchase, or capital contribution purchase; information on the investment project of the economic organization (if any).”
