Decree 78

DECREE
ON ENTERPRISE REGISTRATION
Dated 14 September 2015
CONTENTS
CHAPTER 1 ....................................................................................................................................................5
General Provisions ........................................................................................................................................5
Article 1 Governing scope ...............................................................................................................5

Article 2 Applicable entities ..............................................................................................................5
Article 3 Definitions ..........................................................................................................................6
Article 4 Principles for resolution of procedures for enterprise registration ......................................7
Article 5 Right to establish enterprise, and obligation of person establishing an enterprise to
conduct enterprise registration [in accordance with law] ....................................................7
Article 6 Letter requesting enterprise registration, and enterprise registration certificate .................7
Article 7 Recording business lines ...................................................................................................8
Article 8 Enterprise code number, enterprise subsidiary code number, and business location
code number......................................................................................................................8
Article 9 Number of sets of application file for enterprise registration ..............................................9
Article 10 Documents for personal identification in application file for enterprise registration ............9
Article 11 Delegation of authority to conduct procedures for enterprise registration ..........................9
Article 12 Issuance of enterprise registration in accordance with back-up procedures ....................10
CHAPTER 2 ..................................................................................................................................................10
Duties and Powers of Business Registration Offices and State Administration of Enterprise
Registration ..................................................................................................................................................10
Article 13 Business registration office [BRO] ...................................................................................10

Article 14 Duties and powers of business registration office [BRO] .................................................10
Article 15 Duties and powers of district business registration office [DBRO]....................................11
Article 16 State administration of enterprise registration ..................................................................11
CHAPTER 3 ..................................................................................................................................................12
Registration of Enterprise Name ................................................................................................................12
Article 17 Identical names and names causing confusion ...............................................................12

Article 18 Other matters relevant to naming of enterprises ..............................................................13
Article 19 Dealing with cases where the name of an enterprise infringes regulations on industrial
property ...........................................................................................................................13
Article 20 Names of branches, representative offices and business locations .................................14
CHAPTER 4 ..................................................................................................................................................14
Application File, Sequence and Procedures for Enterprise Registration and for Registration of
Operation of Branches, Representative Offices and Business Locations ..............................................14
 Allens - Vietnam Laws Online Database on www.vietnamlaws.com 1

Article 21 Application file for enterprise registration by private enterprise ........................................14
Article 22 Application file for enterprise registration by multiple member LLC, shareholding
company or partnership ...................................................................................................15
Article 23 Application file for enterprise registration by single member LLC.....................................15
Article 24 Application file for enterprise registration by company established on basis of division,
separation or consolidation, and by merged company .....................................................16
Article 25 Application file for enterprise registration in cases of enterprise conversion ....................16
Article 26 Application file, sequence and procedures for enterprise registration by credit institution 18
Article 27 Receiving and processing application file for enterprise registration ................................18
Article 28 Deadline for issuance of enterprise registration certificate [ERC] and certificate of
change of registered enterprise items ..............................................................................19
Article 29 Issuance of ERC..............................................................................................................19
Article 30 Standardization of data and updating enterprise registration data ...................................19
Article 31 Providing information about registered enterprise items ..................................................20
Article 32 Fees and charges for enterprise registration ...................................................................20
Article 33 Registration of operation of branches and representative offices, and notices of
establishment of business locations ................................................................................20
Article 34 Notification of use of seal, or change or destruction of sample seal.................................22
CHAPTER 5 ..................................................................................................................................................23
Online Enterprise Registration ...................................................................................................................23
Article 35 Online enterprise registration ...........................................................................................23

Article 36 Application file for online enterprise registration ..............................................................23
Article 37 Sequence and procedures for online enterprise registration using a public digital
signature ..........................................................................................................................23
Article 38 Sequence and procedures for online enterprise registration using a business registration
account ............................................................................................................................23
Article 39 Dealing with breaches, and complaints and resolution of disputes regarding public digital
signatures and business registration accounts ................................................................24
CHAPTER 6 ..................................................................................................................................................24
Application File, Sequence and Procedures for Registration of Changes to Registered Enterprise
Items .............................................................................................................................................................24
Article 40 Registration of relocation of head office address of enterprise ........................................24

Article 41 Registration of change of enterprise name ......................................................................25
Article 42 Registration of change of membership of partnership ......................................................26
Article 43 Registration of change of legal representative of LLC or shareholding company .............26
Article 44 Registration of change in charter capital or capital contribution ratio ...............................27
Article 45 Registration of change of members of multiple member LLC ..........................................28
Article 46 Registration of change of owner of single member LLC ..................................................30
Article 47 Registration of change of owner of a private enterprise as a result of sale or donation of
the enterprise or death or disappearance of the owner ....................................................31

Article 48 Registration of change of registered operational items of a branch, representative office
or business location .........................................................................................................32
Article 49 Notification of addition or change to business lines .........................................................32
Article 50 Notification of change in invested capital of owner of private enterprise ..........................33
Article 51 Notification of change of founding shareholder of shareholding company .......................33
Article 52 Notification of change of shareholder being a foreign investor in an unlisted company ...34
Article 53 Registration of change of registered tax items .................................................................35
Article 54 Notification of change of information about enterprise managers, notification of
shareholder being a foreign investor, notification of a private placement of shares,
notification of lease out of a private enterprise, and notification of change of information
about authorized representatives.....................................................................................35
Article 55 Announcement of registered enterprise items .................................................................36
Article 56 Cases in which registration of a change to registered enterprise items will not be
conducted ........................................................................................................................36
CHAPTER 7 ..................................................................................................................................................37
Sequence and Procedures for Registration of Temporary Suspension of Business, Reissuance and
Revocation of Enterprise Registration Certificate, and Dissolution of Enterprise .................................37
Article 57 Temporary suspension of business by an enterprise, branch, representative office or

business location, and resumption of its business ahead of the notified schedule ...........37
Article 58 Reissuance of enterprise registration certificate ..............................................................37
Article 59 Sequence and procedures for registration of dissolution of enterprise.............................38
Article 60 Termination of operation of a branch, representative office or business location .............38
Article 61 Termination of existence of a company subject to division, consolidation or merger .......39
Article 62 Revocation of enterprise registration certificate ...............................................................39
Article 63 Sequence and procedures for revocation of enterprise registration certificate .................39
Article 64 Restoring legal status of an enterprise after revocation of its ERC ..................................40
Article 65 Resolving procedures for enterprise registration pursuant to a court decision .................41
CHAPTER 8 ..................................................................................................................................................41
Business Household Registration ..............................................................................................................41
[The following articles 66 to 79 have not been translated] .......................................................................41
Article 66 Business households .......................................................................................................41

Article 67 Right to establish business households and obligation to register them ..........................41
Article 68 Certificate of business household registration .................................................................41
Article 69 Principles for business household registration .................................................................41
Article 70 Number of application files for business household registration ......................................41
Article 71 Application file, sequence and procedures for business household registration ..............41
Article 72 Business location of business household ........................................................................41
Article 73 Naming business households ..........................................................................................41
Article 74 Business lines of business households............................................................................41

Article 75 Registration of changes to registered business household items ....................................41
Article 76 Temporary suspension of household business ................................................................41
Article 77 Termination of operation of household business..............................................................41
Article 78 Revocation of certificate of business household registration ............................................41
Article 79 Reissuance of certificate of business household registration ...........................................41
CHAPTER 9 ..................................................................................................................................................41
Implementing Provisions ............................................................................................................................41
Article 80 Dealing with breaches, and rewards ................................................................................41

Article 81 Conversion of enterprise registration data .......................................................................42
Article 82 Effectiveness ...................................................................................................................42
Article 83 Responsibilities for implementation .................................................................................42

GOVERNMENT SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
No. 78-2015-ND-CP
14 September 2015
DECREE
ON ENTERPRISE REGISTRATION
Pursuant to the Law on Organization of the Government dated 25 December 2001;
Pursuant to the Law on Enterprises dated 26 November 2014;
Pursuant to the Law on Investment dated 26 November 2014;
Pursuant to the Law on Tax Management dated 29 November 2006 as amended 20 November 2012;
Pursuant to the Law on Credit Institutions dated 16 June 2010;
On the proposal of the Minister of Planning and Investment ["MPI"]1;
The Government hereby issues a Decree on enterprise registration.
CHAPTER 1
General Provisions
Article 1 Governing scope
This Decree provides detailed regulations on the application file, sequence and procedures for registration
of enterprises and of household businesses; and regulates business registration offices ["BRO"] and State
administration of enterprise registration.
Article 2 Applicable entities
This Decree applies to the following:
1. Both domestic and foreign organizations and individuals conducting enterprise registration in
accordance with the law of Vietnam.
2. Individuals, groups of individuals and family households conducting registration of a household

business in accordance with this Decree.
3. Business registration offices ["BRO"].
4. Tax offices.
5. Other organizations and individuals involved in enterprise registration.
1
Allens footnote: Square brackets contain translator's comments only.

Article 3 Definitions
In this Decree, the following terms are construed as follows:
1. Enterprise registration means that the person establishing an enterprise registers information about
the proposed enterprise, or that an enterprise registers changes or proposed changes of registered
enterprise items with the business registration office [BRO] and such information is stored in the
national enterprise registration database. Enterprise registration comprises registration to establish
an enterprise, registration of a change of a registered enterprise item, and discharge of other
obligations to register and provide notices under this Decree.
2. National system of information about enterprise registration means the system of specialized
information about enterprise registration which the Ministry of Planning and Investment ["MPI"] in
co-ordination with other relevant State agencies operates in order to send, receive, store and display
data and undertake other professional work of processing data, servicing the work of registering
enterprises.
3. National enterprise registration portal means the electronic information portal to be used by
organizations and individuals to conduct online enterprise registration electronically, to access
information about enterprise registration, to announce [publish] registered enterprise items, and to
service the work of the business registration office [BRO] in issuing enterprise registration certificates
[ERCs].
4. National enterprise registration database means the collection of data on enterprise registration
throughout the whole country. Information in any enterprise registration file and information about the
legal status of the enterprise as stored on this database has legal validity as original information
about such enterprise.
5. Online enterprise registration means that the person establishing the enterprise or the enterprise
itself registers the enterprise via the national enterprise registration portal.
6. Application file for online enterprise registration means a file for enterprise registration lodged online
via the national enterprise registration portal, and includes data the same as required for a paper file
but converted into electronic format; and this file has the same legal validity as a file for enterprise
registration with data in paper form.
7. Electronic data [e-data] means data generated online or scanned from a paper document and
expressed in ".doc" or ".pdf" form and which expresses in an accurate and complete manner the
entire contents of the paper document.
8. Public digital signature means the form of electronic signature defined in the law on digital signatures
and digital signature certification services.
9. Business registration account means an account generated by the national system of information on
enterprise registration to issue to an organization or individual in order to undertake online enterprise
registration. This account is used to authenticate the online enterprise registration file where the
person establishing the enterprise or the enterprise itself does not use a public digital signature.
10. Valid copy means a document in an enterprise registration file which is a copy issued from the
original, or a copy certified as a copy from the original by a competent agency or organization, or a
copy which has been compared with the original.
11. Digitization of a file means scanning current data in the form of a paper document and converting
information in such paper form into electronic [digital] format.

12. Standardization of data means taking the steps of reviewing, comparing, supplementing and revising
information about registration of enterprises and their operational status on the national enterprise
registration database.
Article 4 Principles for resolution of procedures for enterprise registration
1. The person establishing an enterprise or the enterprise itself must make a declaration in the
application file for enterprise registration and is legally liable for the lawfulness, truthfulness and
accuracy of the information declared in such file. If an enterprise has multiple legal representatives,
then the signature of each representative in the application file for enterprise registration shall have
equal legal validity.
2. The BRO is liable for the validity of application files for enterprise registration but is not liable for any
breaches by a person establishing an enterprise or the enterprise itself.
3. The BRO shall not resolve disputes between members and shareholders of a company with each
other or with other organizations and individuals [entities], or between an enterprise with other
organizations and individuals.
Article 5 Right to establish enterprise, and obligation of person establishing an enterprise to conduct
enterprise registration [in accordance with law]
1. Organizations and individuals [entities] have the right to establish an enterprise in accordance with
law, which right is protected by the State.
2. The person establishing an enterprise or the enterprise itself has the obligation to conduct enterprise
registration in accordance with this Decree and other relevant legal instruments.
3. It is strictly prohibited for the BRO or any other agency to cause difficulties for entities while such
BRO or agency is receiving the application file for and resolving enterprise registration.
4. Ministries, ministerial equivalent agencies and all level people's councils and people's committees
must not issue regulations on enterprise registration for specific application within their respective
branches or localities. Any provision on enterprise registration which was issued by a ministry,
ministerial equivalent agency, people's council or people's committee and which is contrary to the
provisions in this clause shall no longer be valid as from the effective date of this Decree
[1 November 2015].
Article 6 Letter requesting enterprise registration, and enterprise registration certificate
1. MPI stipulates the standard forms for an enterprise registration certificate [ERC] and for the letter
requesting enterprise registration, which are uniformly applicable nationwide.
2. An ERC shall be issued to any enterprise established and operating pursuant to the Law on
Enterprises. The contents prescribed in article 29 of the Law on Enterprises shall be recorded on the
ERC on the basis of the information in the application file for enterprise registration. The ERC is
concurrently the tax registration certificate of the enterprise. The ERC is not a business licence.
3. If an ERC, or a certificate of registration of the operation of a branch or representative office, or the

certificate of registration of a business location which is stored in the form of e-data in the national
enterprise registration database has items which are different from those in the document in paper
form of any such certificates, then the certificate with legal validity shall be the certificate which
correctly records items in the application file for enterprise registration.

Article 7 Recording business lines
1. The person establishing the enterprise or the enterprise itself shall, when registering establishment of
the enterprise, when notifying an addition or change of business line or when requesting exchange
[of the current certificate] for an ERC, select a Level 4 business line from the system of economic
branches of Vietnam2 in order to record same on the request for an ERC, on the notice of change of
registered enterprise items or on the request to exchange for an ERC. The BRO shall guide,
compare and enter the business line of the enterprise in the national enterprise registration database.
2. The specific contents of Level 4 economic sub-lines shall be recorded in accordance with the
Decision on the system of economic branches of Vietnam issued by MPI.
3. Any conditional business line as prescribed in another legal instrument shall be recorded [on the
ERC] in accordance with the business line prescribed in such legal instrument.
4. Any conditional business line not appearing in the system of economic lines but is prescribed in
another legal instrument shall be recorded in accordance with the business line prescribed in such
other legal instrument.
5. Any business line not appearing in the system of economic lines and not prescribed in another legal
instrument shall be acknowledged by the BRO on the national enterprise registration database so
long as it is not a prohibited line of business, and at the same time the BRO shall request MPI
(Statistics Department) to consider adding such new business line.
6. An enterprise wishing to register a business line in more detail than the Level 4 business line must
still select a business line from the Level 4 economic sub-lines and then record the further details
below same, ensuring that the details comply with the Level 4 business line selected. In such case,
the business line of the enterprise shall be the detailed business line which the enterprise has so
recorded.
7. The recording of business lines as prescribed in clauses 3 and 4 above shall be implemented in
accordance with clause 6 above, in which a detailed business line shall be recorded in accordance
with the business line prescribed in specialized branch law.
8. An enterprise has the right to conduct business in a conditional business investment line as from the
date it satisfies all conditions prescribed by law, and must ensure that it satisfies such conditions
throughout its entire operational process. State administration of conditional business investment
lines and inspection of compliance by enterprises with such conditions falls within the jurisdiction of
specialized branch agencies under specialized branch law.
9. When the BRO receives an official letter from an authorized agency advising that an enterprise is
conducting business in a conditional business investment line without satisfying the conditions
prescribed by law, the BRO shall issue a notice requiring the enterprise to suspend such line. If the
enterprise fails to suspend business in such line as requested, then the BRO may require it to report
pursuant to article 209.1(c) of the Law on Enterprises, and if the enterprise fails to so report, then the
BRO shall revoke its ERC pursuant to article 211.1(d) of the Law on Enterprises.
Article 8 Enterprise code number, enterprise subsidiary code number, and business location code
number
1. Each enterprise shall be issued with one unique code number which shall be called its enterprise
code number. This number shall also be the tax code of the enterprise.
2
Allens footnote: See Decision 10-2007-Qd-TTg dated 23 January 2007.

2. The enterprise code number shall exist throughout the entire operational process of the enterprise,
and shall not be issued to any other entity. When an enterprise terminates its operation, its tax code
shall be invalidated.
3. Enterprise code numbers shall be automatically generated, sent and received via the national
information system on enterprise registration [and/or] the information system on tax registration, and
shall be recorded on ERCs.
4. State administrative agencies shall uniformly use enterprise code numbers in order to manage and
exchange information about enterprises.
5. Enterprise subsidiary code numbers shall be issued for the branches, representative offices and
business locations of the enterprise.
6. The code number of a business location shall comprise five digits from 00001 to 99999. This code
number is not the tax number of the business location.
7. If the tax code number of an enterprise or its branch or representative office is no longer valid
because of a breach of the law on tax, then such enterprise or its branch or representative office is
no longer permitted to use such tax code number in economic transactions as from the date the tax
office provides public notification of termination of validity of such number.
8. Any branch or representative office which was established prior to the effective date of this Decree
but does not have an enterprise subsidiary code number should directly contact the tax office for
issuance of a 13 digit tax code and thereafter conduct procedures to change registered operational
items at the BRO in accordance with regulations.
9. Applicable to any enterprise established and operating in accordance with an investment licence or
investment certificate (concurrently the business registration certificate), the enterprise code number
shall be the tax code number which the tax office issued to such enterprise.
Article 9 Number of sets of application file for enterprise registration
1. The person establishing the enterprise or the enterprise itself shall lodge one set of its application file
when conducting enterprise registration.
2. The BRO is not permitted to request the person establishing the enterprise or the enterprise itself to
lodge any additional file or documents other than those required by regulations in the application file
for enterprise registration.
Article 10 Documents for personal identification in application file for enterprise registration
1. A Vietnamese citizen must provide his or her unexpired citizen's card, people's identify card or
passport.
2. A foreigner must provide his or her unexpired passport or document in lieu of passport.
Article 11 Delegation of authority to conduct procedures for enterprise registration
If the person establishing the enterprise or the enterprise itself delegates authority to another entity to
conduct procedures to register the enterprise, then the proxy, when conducting such procedures, must
lodge a copy of one of the documents for personal identification prescribed in article 10 above, together
with:
1. Valid copy services contract between the person establishing the enterprise and/or the enterprise
itself on the one hand and the service provider who will conduct the procedures for enterprise
registration on the other hand, and also a letter of introduction from the service provider to the person
who will directly conduct such procedures; or

2. Power of attorney in accordance with law to the person who will conduct procedures for enterprise
registration.
Article 12 Issuance of enterprise registration in accordance with back-up procedures
1. Issuance of enterprise registration via back-up procedures means issuance other than via the
national system of information about enterprise registration.
2. The BRO and the tax office shall co-ordinate to resolve procedures to issue enterprise registration
via back-up procedures by rotating application files in paper form.
3. Depending on the forecast time needed to remedy any breakdown or to upgrade the national system
of information about enterprise registration, and except in a case of force majeure, MPI shall provide
advance notice of such forecast time to all BROs to issue enterprise registration using back-up
procedures.
4. BROs shall, within fifteen (15) business days after they have issued enterprise registrations via
back-up procedures, update data and new information issued to enterprises onto the national
enterprise registration database.
CHAPTER 2
Duties and Powers of Business Registration Offices and State Administration of Enterprise
Registration
Article 13 Business registration office [BRO]
1. Business registration offices are organized at the level of cities and provinces under central authority
(abbreviated to provincial level) and at the level of districts, townships and towns under provincial
authority (abbreviated to district level) and comprise:
(a) At the provincial level: The BRO under the Department of Planning and Investment (hereinafter
abbreviated to business registration office or BRO).
A BRO may arrange other locations to receive applications and provide results which shall be
subsidiaries of such BRO in different locations throughout the province.
Hanoi City and Ho Chi Minh City may establish one or two additional BROs which shall be numbered
consecutively. The provincial [municipal] people's committee shall make a decision on establishment
of any additional BRO, after reaching agreement with MPI.
(b) At the district level: The planning and financial office under the district people's committee shall carry
out registration of household businesses as prescribed in article 15 of this Decree (hereinafter
abbreviated to district business registration office or DBRO).
2. BROs shall have their own bank accounts and seals.
Article 14 Duties and powers of business registration office [BRO]
1. To directly receive application files for enterprise registration and to consider their validity, and to
issue or refuse to issue ERCs to enterprises.
2. To co-ordinate in the formulation, management and operation of the national system of information
about enterprise registration, and to standardize data on registration of enterprises in the locality and
update it onto the national system of information about enterprise registration.

3. To provide information about enterprise registration kept on the national system of information about
enterprise registration and which is within the scope of local management, to the provincial people's
committee, the local tax Division, relevant [State] agencies and to entities who request same.
4. To require enterprises to report on their compliance with provisions of the Law on Enterprises as
prescribed in article 209.1(c) of such Law.
5. To directly inspect, or to request the authorized State agency to inspect enterprises on the basis of
the items in their application files for enterprise registration; to provide guidance to DBROs on the
sequence and procedures for household business registration; and to provide guidance to
enterprises and people establishing enterprises on the sequence and procedures for enterprise
registration.
6. To request an enterprise to temporarily suspend business as prescribed in article 7.9 of this Decree.
7. To revoke the ERC of an enterprise in the cases prescribed in article 62.1 of this Decree.
8. To register all the various forms stipulated by law.
Article 15 Duties and powers of district business registration office [DBRO]
1. To directly receive application files for registration from household businesses and to consider their
validity, and to issue or refuse to issue household business registration certificates.
2. To co-ordinate in the formulation, management and operation of an information system on household

businesses operating within the locality; and to report periodically to the district people's committee,
to the BRO and the district tax office on registration status of household businesses within the
locality.
3. To directly check, or request the competent State authority check household businesses within the
locality in accordance with the contents of their application files for registration, and to guide
household businesses and persons establishing same on the requisite application file, sequence and
procedures for registration.
4. To require household businesses to report on their business status when necessary.
5. To require a business household to temporarily suspend business in a conditional line of business

upon discovery that such household business fails to fully satisfy the conditions.
6. To revoke the registration certificate of a household business in the cases prescribed in article 78.1
of this Decree.
7. To register all the various forms stipulated by law.
Article 16 State administration of enterprise registration
1. MPI shall:
(a) Issue in accordance with its authority, or submit to the authorized level for issuance, legal
instruments on enterprise registration and household business registration, guidelines on
professional and technical matters, standard forms, and reporting regimes servicing the work of such
registration including online registration;
(b) Provide guidance, professional training and development on enterprise registration for staff carrying
out registration work and for other entities which so request; and to activate, guide, monitor and
inspect registration of enterprises;

(c) Make public registered enterprise items; and provide information about registered enterprise items,
legal status and financial statements of enterprises archived on the national enterprise registration
database to relevant Government agencies and to entities who request same;
(d) Guide BROs to standardize local enterprise registration data and to update it onto the national
system of information about enterprise registration;
(dd) Organize formulation and administration of the national information system on enterprise registration
and guide arrangement of funding for operation of such system within the locality;
(e) Preside over co-ordination with the Ministry of Finance in interconnecting the information system on
enterprise registration with the information system on tax;
(g) Issue an enterprise information newsletter for publication of information about registration of
enterprises and about the establishment of branches and representative offices of enterprises on a
nationwide basis;
(h) Conduct international co-operation in the enterprise registration sector.
2. The Ministry of Finance shall:
(a) Co-ordinate with MPI in interconnecting the national information system on enterprise registration
with the information system on tax, aimed at providing enterprise code numbers, enterprise
subsidiary code numbers and business location code numbers to facilitate enterprise registration and
exchange of information about enterprises;
(b) Preside over co-ordination with MPI in guiding the regime on collection, payment, management and
use of fees for enterprise registration, for household business registration, for registration of
establishment of branches and operation of representative offices and business locations, and for
provision of information and publication of registered enterprise items.
3. The Ministry of Public Security shall co-ordinate with other relevant ministries and branches in
guiding how to identify fraudulent declarations in application files for registration of enterprises.
4. Ministries and ministerial equivalent and Government agencies are responsible, within the scope of
their respective functions and duties, to guide implementation of the law regarding business
conditions, to inspect compliance with business conditions and to deal with any breaches thereof; to
review and announce on their websites the lists of conditional business investment lines and
business conditions under the scope of State administration and to send same to MPI to upload onto
the national enterprise registration portal.
5. Provincial people's committees shall arrange sufficient manpower, funding and other resources to
ensure BROs fulfil their duties and exercise their powers as prescribed in this Decree.
CHAPTER 3
Registration of Enterprise Name
Article 17 Identical names and names causing confusion
1. The person establishing an enterprise or the enterprise itself is not permitted to give a name to the
enterprise which is identical to or which causes confusion with an already registered enterprise name
anywhere in the country and already on the national enterprise registration database, except where
the latter enterprise has dissolved or there is an effective court decision declaring it bankrupt.

2. There is deemed to be confusion with the name of another enterprise in the following cases:
(a) The cases prescribed in article 42.2 of the Law on Enterprises;
(b) The discrete name of the enterprise [requesting registration] is identical to the discrete name of
another registered enterprise.
3. The foreign language name of an enterprise requesting registration must not be identical with the
foreign language name of an already registered enterprise. The abbreviated name of an enterprise
requesting registration must not be identical with the abbreviated name of an already registered
enterprise. The prohibition on identical names stipulated in this clause applies nationwide, except
where an enterprise has dissolved or there is an effective court decision declaring it bankrupt.
4. Enterprises operating in accordance with an investment licence or investment certificate which is

concurrently the business registration certificate and with an identical name or name causing
confusion with that of an enterprise registered in the national enterprise registration database, is not
mandatorily required to register a change of name.
5. Enterprises with identical names or names causing confusion are encouraged to reach agreement
with each other on registering a change of name or an additional place name so as to distinguish
their names.
Article 18 Other matters relevant to naming of enterprises
1. The name of an enterprise comprises two (2) components:
(a) Type of enterprise;
(b) Discrete name of the enterprise.
2. Enterprises should, prior to registering their names, consult the list of registered enterprises kept on
the national enterprise registration database.
3. The BRO has the right to agree or to refuse to agree that the proposed name for registration of an
enterprise complies with law, and such decision shall be the final decision.
4. Enterprises operating in accordance with an investment licence or investment certificate which is

concurrently the business registration certificate shall continue to use their registered name and are
not required to register a change of name.
Article 19 Dealing with cases where the name of an enterprise infringes regulations on industrial property
1. Use of a protected trade [commercial] name, trademark or geographical indication of another entity to
form the discrete name of an enterprise is prohibited, except with the approval of the owner of such
protected property. People establishing enterprises may, prior to registering the enterprise name,
consult the list of registered trademarks and geographical indications on the database of same kept
by the State authority for intellectual property.
2. Grounds for determining whether the name of an enterprise infringes industrial property rights are
stipulated in the law on intellectual property.
An enterprise which gives itself a name which infringes industrial property rights shall be legally liable
for same. If the name of an enterprise infringes industrial property rights then such enterprise must
register a change of name.
3. An industrial property owner has the right to request the BRO to require an enterprise with a name
which infringes the former's industrial property rights to change the name for compliance. The

industrial property owner is obliged to provide the BRO with the necessary data prescribed in
clause 4 below.
4. The BRO shall, on receipt of a notice from an owner alleging infringement of its industrial property
rights, issue a notice requiring the infringing enterprise to change its name. A notice from an
industrial property owner must enclose:
(a) Photocopy of written conclusion from the authorized agency that use of the enterprise name is an
infringement of industrial property rights;
(b) Valid copy of the certificate of registration of the trademark or geographical indication, and extract
from the national register of trademarks and geographical indications issued by the State authority for
industrial property rights; or valid copy of the certificate of international registration of a trademark
protected in Vietnam, issued by the State authority for industrial property rights.
5. The BRO shall, within ten (10) days after receipt of the documents prescribed in clause 4 above,
issue a notice requiring the infringing enterprise to conduct procedures to change its name within two
(2) months after the date of issuance of the notice. If the enterprise fails to change its name by expiry
of such time-limit, the BRO shall report to the authorized State agency to deal with the breach in
accordance with the law on industrial property.
6. If the authority competent to deal with infringement issues an administrative penalty applying the
measure of compulsory change of name of the enterprise or compulsory elimination of the offending
component in such name, but the offender fails to comply with same within the stipulated period, then
the authority concerned shall notify the BRO to require the enterprise to report pursuant to
article 209.1(c) of the Law on Enterprises. If the enterprise fails to send such report, then the BRO
shall revoke the ERC of the enterprise pursuant to article 211.1(d) of the Law on Enterprises.
7. MPI and the Ministry of Science and Technology shall provide detailed guidelines for implementation
of this article.
Article 20 Names of branches, representative offices and business locations
1. The name of a branch, representative office or business location must comply with article 41 of the
Law on Enterprises.
2. The name of a branch, representative office or business location may, in addition to its Vietnamese
name, also register a foreign language name and an abbreviated name.
3. The discrete name of a branch, representative office or business location of an enterprise is not
permitted to use the words 'company' or 'enterprise'.
4. Any State enterprise which converts to become a dependently accounting subsidiary as a result of
restructuring requirements is permitted to retain the original name of the State enterprise as it was
prior to the restructure.
CHAPTER 4
Application File, Sequence and Procedures for Enterprise Registration and for Registration of
Operation of Branches, Representative Offices and Business Locations
Article 21 Application file for enterprise registration by private enterprise
1. Request for enterprise registration.
2. Valid copy of one of the lawful documents of personal identification of the owner of the private
enterprise as stipulated in article 10 of this Decree.

Article 22 Application file for enterprise registration by multiple member LLC, shareholding company or
partnership
2. Company [or partnership] charter.
3. List of members of the multiple member LLC, of partners of the partnership, or of founding
shareholders and foreign investor shareholders of the shareholding company. List of authorized
representatives of foreign shareholders being organizations.
4. Valid copies of the following documents:
(a) One of the documents for personal identification stipulated in article 10 of this Decree if the person
establishing the enterprise as an individual;
(b) Copy establishment decision or ERC or other equivalent document, and one of the documents for
personal identification stipulated in article 10 of this Decree in the case of an authorized
representative and the corresponding letter of authorization if the person establishing the enterprise
is an organization;
(c) Investment registration certificate if the enterprise is being established by a foreign investor (or if the
foreign investor or an economic organization with foreign capital is participating in the establishment)
as prescribed in the Law on Investment and its implementing guidelines.
Article 23 Application file for enterprise registration by single member LLC
2. Company charter.
3. Valid copy of one of the documents for personal identification as stipulated in article 10 of this Decree
of the authorized representative if the managerial structure of the single member LLC is organized in
accordance with article 78.1(a) of the Law on Enterprises;
List of authorized representatives, and a valid copy of one of the documents for personal
identification prescribed in article 10 of this Decree for each such representative if the managerial
structure of the single member LLC is organized in accordance with article 78.1(b) of the Law on
Enterprises.
4. Valid copies of the following documents:
(a) One of the documents for personal identification as stipulated in article 10 of this Decree of the
company owner if he or she is an individual;
(b) Establishment decision or ERC or other equivalent document, and charter or other equivalent data of
the company owner if such owner is an organization (except where the company owner is the State);
(c) Investment registration certificate if the enterprise is being established by a foreign investor (or if the
foreign investor or an economic organization with foreign owned capital is participates in the
establishment) as prescribed in the Law on Investment and its implementing guidelines.
5. Letter of authorization from the company owner to the authorized representative of the owner if the
owner is an organization.

Article 24 Application file for enterprise registration by company established on basis of division,
separation or consolidation, and by merged company
1. In the case of division of an LLC or shareholding company, the application file for enterprise
registration of the newly established companies must also contain, in addition to the documents
required by articles 22 and 23 above, the resolution on division of the company in accordance with
article 192 of the Law on Enterprises, valid copy minutes of meeting of the members' council (in the
case of a multi-member LLC) or of the general meeting of shareholders (in the case of a
shareholding company) regarding division of the company, and valid copy ERC or other equivalent
document of the company being divided.
2. In the case of separation of an LLC or shareholding company, then in addition to the documents
prescribed in articles 22 and 23 above, the application file for enterprise registration of a separated
company must also contain the resolution on separation prescribed in article 193 of the Law on
Enterprises, valid copy minutes of meeting of the members' council (for a multi-member LLC) or of
the general meeting of shareholders (for a shareholding company) regarding separation of the
company, and a valid copy ERC or other equivalent document of the company being separated.
3. In the case of consolidation of a number of companies into a new company, the application file for
enterprise registration of the consolidated company must also contain, in addition to the documents
prescribed in articles 22 and 23 above, the documents prescribed in article 194 of the Law on
Enterprises and valid copy ERCs or other equivalent documents of the consolidating companies.
4. In the case of merger of one or more companies into another company, the application file for
enterprise registration of the merged company must also contain, in addition to the documents
prescribed in Chapter 6 of this Decree, the documents prescribed in article 195 of the Law on
Enterprises and valid copy ERCs or other equivalent documents of the merging companies and of
the merged company.
Article 25 Application file for enterprise registration in cases of enterprise conversion
1. Where a single member LLC converts to become a multiple member LLC, the application file for
registration of conversion shall comprise:
(a) Request for enterprise registration;
(b) Charter of the converted company in accordance with article 25 of the Law on Enterprises;
(c) List of members and valid copy of one of the documents for personal identification as stipulated in
article 10 of this Decree of the company members who are individuals, and valid copy ERCs or
equivalent documents of the company members which are organizations;
(d) Transfer contract or document proving completion of the transfer, or donation contract if the company
owner transfers or donates a part of the charter capital to an individual or another organization; and
decision of the company owner on raising additional capital contributions if the company raises such
additional capital contribution portions from other individuals or organizations.
2. Where a multiple member LLC converts to become a single member LLC, the application file for
registration of conversion shall comprise:
(c) Valid copy of one of the documents for personal identification as stipulated in article 10 of this Decree
if the owner is an individual, or valid copy establishment decision or ERC or equivalent document if
the owner is an organization;

(d) Valid copy of one of the documents for personal identification as stipulated in article 10 of this Decree
of the authorized representative if the managerial structure of the single member LLC is organized in
accordance with article 78.1(a) of the Law on Enterprises;
List of authorized representatives, and a valid copy of one of the documents for personal
identification prescribed in article 10 of this Decree for each such representative if the managerial
structure of the single member LLC is organized in accordance with article 78.1(b) of the Law on
Enterprises. Letter of authorization from the owner to a proxy if the company owner is an
organization.
(dd) Contract of transfer of capital contribution portion in the company or documents proving completion
of the transfer;
(e) Decision and valid copy minutes of meeting of the members' council of the multiple member LLC on
conversion of its company form.
3. In the case of conversion of a private enterprise to become an LLC, the application file for registration
of conversion shall comprise:
(c) List of creditors and amounts of unpaid debts including taxes and the time-limits for payment; list of
current employees; and list of unliquidated contracts;
(d) List of members in accordance with article 26 of the Law on Enterprises in the case of conversion
into a multi-member LLC; and valid copies of one of the documents for personal identification as
stipulated in article 10 of this Decree for members of the company who are individuals, and valid
copy ERCs or equivalent documents of members who are organizations;
(dd) Undertaking from the owner of the private enterprise to be personally liable to the full extent of his or
her entire assets for all unpaid debts of the private enterprise, and an undertaking to make full
payment of all debts when they fall due;
(e) Written agreements from parties to unliquidated contracts agreeing that the converted LLC may take
over and perform such contracts;
(g) Written undertaking from the owner of the private enterprise, or agreement between such owner and
other capital contributing members to continue to employ current employees of the private enterprise.
4. In the case of conversion of an LLC to become a shareholding company and vice versa, the
application file for registration of conversion shall comprise:
(c) Decision of the company owner, or decision and valid copy minutes of the members' council or
general meeting of shareholders regarding conversion of the company;
(d) List of members or list of founding shareholders or of ordinary shareholders being foreign investors
and valid copy other documents required by articles 22.4 and 23.4 of the Law on Enterprises;
(dd) Contract of transfer of capital contribution portion or documents proving completion of the transfer or
agreement on contribution of investment capital.

5. Conversion of enterprise type in a case of receipt of an inheritance shall be implemented as
stipulated in the provisions applicable to conversion of enterprise type, except that the requirement
for the contract of transfer or documents proving completion of the transfer shall be replaced by a
requirement for a document certifying the lawful right of inheritance.
Article 26 Application file, sequence and procedures for enterprise registration by credit institution
1. The application file, sequence and procedures for enterprise registration by a credit institution or its
subsidiary units, and for notification of establishment of business locations of credit institutions shall
be implemented in accordance with the provisions of this Decree applicable to the particular type of
enterprise, and application files must include a valid copy licence or letter of consent issued by the
State Bank of Vietnam.
2. If the State Bank appoints the representative of a credit institution placed under special control, then
the application file for replacement of the [current] legal representative shall be implemented in
accordance with article 43 of this Decree, and there must also be a valid copy decision of the State
Bank appointing the representative to the credit institution, such decision of the State Bank to replace
the requirement for [the following which are not required:] decision of the company owner in the case
of a single member LLC; decision and valid copy minutes of the member's council in the case of a
multiple member LLC; the decision and valid copy minutes of meeting of the general meeting of
shareholders or decision and valid copy minutes of the board of management in the case of a
shareholding company.
3. If the State Bank directly participates or appoints another credit institution to participate in capital
contribution or purchase of shares in a credit institution placed under special control, then the
application file for registration of a change in the registered enterprise items shall be implemented in
accordance with the corresponding provisions in this Decree, and there must also be a valid copy
decision of the State Bank [on capital contribution or purchase of shares etc.], such decision of the
State Bank to replace the requirement for [the following which are not required:] decision of the
company owner in the case of a single member LLC; decision and valid copy minutes of the
member's council in the case of a multiple member LLC; decision and valid copy minutes of meeting
of the general meeting of shareholders or decision and valid copy minutes of the board of
management in the case of a shareholding company.
Article 27 Receiving and processing application file for enterprise registration
1. The enterprise or the person establishing the enterprise or his or her authorized representative shall
lodge the application file prescribed in this Decree with the BRO in the locality where the enterprise
[proposes to] establish its head office.
2. The application file shall be received in order to upload information onto the national information
system on enterprise registration when:
(a) It contains all the documentation required by this Decree;
(b) The name of the enterprise has been filled in on the request form for enterprise registration or in the
request form for registration of a change in registered enterprise items or in the notice of change of
registered enterprise items;
(c) There is a contact address for the person lodging the file;
(d) All fees for enterprise registration are paid.
3. After accepting an application file, the BRO shall issue a receipt to the person lodging same.

4. After handing over a receipt for the application file, the BRO shall fully and accurately upload
information in such file onto the national information system on enterprise registration, and check the
validity of the file and its contents and after standardizing same shall enter them into the above-
mentioned system.
Article 28 Deadline for issuance of enterprise registration certificate [ERC] and certificate of change of
registered enterprise items
1. The BRO shall, within three (3) business days after receiving a valid application file, issue an ERC or
a certificate of registration of change of registered enterprise items.
2. If the application file is invalid, or if the enterprise name requested to be registered is incorrect in
terms of the regulations, then the BRO shall, within three (3) days after receiving the application file,
provide notice in writing of what needs to be amended or supplemented to the person establishing
the enterprise or to the enterprise itself. The BRO must record all the requirements for an
amendment or addition regarding each application file lodged, in the one notice requiring changes or
additions to such application file for enterprise registration.
3. If a person establishing an enterprise has not, on expiry of the above-mentioned deadline, received
the ERC or certificate of registration of change of registered enterprise items; or if the changes have
not been recorded on the national enterprise registration database; or if the person establishing the
enterprise or the enterprise itself has not received a notice requiring amendment to the application
file for enterprise registration on expiry of the above-mentioned deadline, then such person or the
enterprise has the right to make a complaint in accordance with the law on complaints and
denunciations.
Article 29 Issuance of ERC
1. An enterprise shall be issued with an ERC when it satisfies all the conditions prescribed in
article 28.1 of the Law on Enterprises.
2. An enterprise may receive its ERC directly at the BRO or it may register and pay fees to receive it in
the post.
3. Information in an ERC has legal validity as from the date the BRO issues such certificate. An
enterprise has the right to conduct business activities as from the date of issuance of its ERC, unless
it operates in a business line with investment business conditions.
4. Enterprises have the right to request the BRO to issue copies of their ERCs on payment of the
stipulated fees.
Article 30 Standardization of data and updating enterprise registration data
1. If the contents of an ERC or certificate of receipt of changed enterprise registered items are
inconsistent with the contents of the application file, then the BRO must notify and guide the
enterprise to rectify such information [contents] or the BRO shall itself directly rectify such information
[contents] in accordance with regulations.
2. If information [contents] about enterprise registration in the national enterprise registration database
is missing or is inconsistent with the contents in the ERC or in the paper application file for enterprise
registration due to a fault during the data transfer process, then the BRO shall guide the enterprise to
amend and update such information [contents] or the BRO shall itself directly amend and update
such information [contents] in accordance with regulations.
3. An enterprise is responsible to update and/or amend information being its telephone number and
email address when it changes its registered enterprise items.

4. The BRO shall, in accordance with an annual plan, undertake the work of standardization of data,
digitization of files, and transfer of data in application files for enterprise registration prior to the
effective date of this Decree.
5. MPI shall provide detailed guidelines for implementation of this article.
Article 31 Providing information about registered enterprise items
1. The BRO must, within five (5) business days after issuing an ERC or certificate of change of
registered items, send information about such ERC or change to the tax office, statistics office,
labour management office and social insurance office. These four offices are obliged to use the
information so provided and must not require an enterprise to supply information which the BRO has
already sent them.
2. A BRO shall each month send a list with information about enterprises which were registered in the
previous month to the same level agencies managing specialized branches and also to people's
committees of district, townships and provincial townships where the enterprises have their
headquarters.
3. Provision and exchange of information about enterprise registration between BROs and other State
administrative authorities may be conducted electronically or by sending written files.
4. Any entity may request information be provided to it about registered enterprise items and about the
legal status and financial statements of an enterprise via the national enterprise registration
information portal, or directly at a BRO or at MPI on payment of the stipulated fees.
Article 32 Fees and charges for enterprise registration
1. The person establishing an enterprise or the enterprise itself must pay fees and charges for
enterprise registration when lodging the application file, which fees and charges may be paid directly
to the BRO or remitted into the latter's account or the person establishing the enterprise or the
enterprise itself may use service provider to pay electronically [e-payment]. Fees and charges for
enterprise registration are not refundable if the enterprise is not issued with an ERC.
2. The national enterprise registration portal shall assist e-payment of fees and charges, but any fees
paid to service providers shall not be included in the fees and charges for enterprise registration, for
provision of information about enterprise registration or for announcement of registered enterprise
items.
3. If an error is discovered during e-payment, the online payer should contact the payment service
provider to resolve same.
4. The Ministry of Finance shall preside over coordination with the MPI to issue guidelines on the
amount of fees and charges payable and on the use of fees and charges collected for enterprise
registration, for household business registration, for provision of information about registered
enterprises and for announcement of registered enterprise items, ensuring that a part of such fees
collected are apportioned to cover operational expenses of BROs.
Article 33 Registration of operation of branches and representative offices, and notices of establishment
of business locations
1. Application file for registration of operation of a branch or representative office:
An enterprise must, on registering operation of its branch or representative office, forward a notice
about such establishment to the BRO in the locality where the branch or representative office is
proposed to be established, such notice to contain the following particulars:

(a) Enterprise code number;
(b) Name and head office address of the enterprise;
(c) Name of the branch or representative office proposed to be established;
(d) Address of location of the branch or representative office;
(dd) Contents and operational scope of the branch or representative office;
(e) Information about tax registration;
(g) Full name, residential address, number of people's identity card, passport or other lawful personal
identification as prescribed in article 10 of this Decree of the person who will act as head of the
branch or representative office;
(h) Full name and signature of the legal representative of the enterprise.
The notice prescribed in this clause must be accompanied by:
- Decision together with valid copy minutes of meeting on establishment of the branch or
representative office of the members' council for a multi-member LLC, or of the company owner, or of
the members' council or company chairman of a single member LLC, or of the board of management
of a shareholding company, or of the partners in the case of a partnership;
- Valid copy of the decision appointing the person who will act as head of the branch or representative
office;
- Valid copy of one of the documents on personal identification as prescribed in article 10 of this
Decree of the person who will act as head of the branch or representative office.
2. Notice of establishment of business location:
The business location of an enterprise may be outside the address of the enterprise's registered
head office, but an enterprise may only establish a business location in the same central province or
city where the enterprise has its head office or a branch. An enterprise must forward a notice of
business location to the BRO within ten (10) business days after the date of the decision establishing
such location, and the notice shall contain the following particulars:
(a) Enterprise code number;
(b) Name and head office address of the enterprise, or name and address of the branch (if the business
location is established in a central province or city where the branch has its office);
(c) Name and address of the business location;
(d) Operational sector of the business location;
(dd) Full name, residential address and number of people's identify card, passport or other lawful personal
identification as prescribed in article 10 of this Decree of the person who will act as head of the
business location;
(e) Full name and signature of the legal representative of the enterprise if the business location belongs
to the enterprise, or full name and signature of the person heading the branch in the case of a
business location under a branch.
3. The BRO shall, after receipt of a valid file from an enterprise, upload information onto the national
information system on enterprise registration in order to request a code number for the branch,
representative office or business location. Thereafter the BRO shall, within three (3) business days

after receipt of a valid application file, issue a certificate of registration of operation of the branch or
representative office, and update information about the business location onto the national enterprise
registration database for the enterprise in question. If there is a request from the enterprise, the BRO
shall issue a certificate of registration of the business location.
4. If an enterprise establishes a branch or representative office in a central province or city other than
the one in which it has its headquarters, then the BRO in the location where such branch or
representative office is established shall send a notice to the BRO in the locality where the enterprise
has its headquarters.
5. The establishment of an offshore branch or representative office shall be implemented in accordance

with the law of such offshore country.
Within thirty (30) business days after the official opening of an offshore branch or representative
office, the enterprise must provide written notice to the BRO in the province where such enterprise is
registered, and the notice must be accompanied by a valid copy of the certificate of operation of the
branch or representative office or an equivalent document to supplement information about such
branch or representative office of the enterprise into the national enterprise registration database.
Article 34 Notification of use of seal, or change or destruction of sample seal
1. An enterprise has the right to make its own decision about the form, contents and number [quantity]
of its own seal and those of its branch and representative office. An enterprise is entitled to have
multiple seals with the same form and contents.
2. Before using, changing or destroying the seal sample or changing the quantity of its seals or of those
of its branch or representative office, the enterprise must send a notice to the BRO where such
enterprise, branch or representative office has its headquarters in order to publish information about
the sample seal on the national enterprise registration portal, such notice to contain:
(a) The name, code number and head office address of the enterprise or of its branch or representative
office;
(b) The number of seals, the sample seal, and the effective date of the seal.
3. On receipt of a notice of the sample seal from an enterprise or its branch or representative office, the
BRO shall send a receipt to the enterprise and publish the sample seal on the national enterprise
registration portal.
4. The BRO is not liable for the truthfulness, accuracy or lawfulness of a seal; or for its compliance with
Vietnamese culture and ethics; or if the seal causes confusion with other seals; or for any dispute
arising as a result of management and use of a seal.
5. Once an enterprise has been issued with a notice regarding publication of information about its new
seal or the new seal of a branch or representative office, then publication of the earlier information
about the sample seal of such enterprise or of its branch or representative office is no longer
effective.

CHAPTER 5
Online Enterprise Registration
Article 35 Online enterprise registration
1. Organizations and individuals [entities] may choose the form of online registration of an enterprise.
The BRO shall create favourable conditions for applicants to understand the online process and to
conduct online enterprise registration.
2. Entities conducting online enterprise registration shall use a public digital signature or a business
registration account.
3. An online application file for enterprise registration has the same legal validity as a paper file
application.
Article 36 Application file for online enterprise registration
An application file for online enterprise registration is valid when it satisfies all the following:
1. There is all the same data containing full declarations required for a paper file which has been
converted into electronic form, and the names of electronic data items are the same as the names of
the equivalent paper documents.
2. The electronic form enterprise registration information is fully and accurately uploaded.
3. The application file for online registration is authenticated by a public digital signature or by the
business registration account of the legal representative of the enterprise.
Article 37 Sequence and procedures for online enterprise registration using a public digital signature
1. The legal representative of the enterprise shall enter [declare] information, download and digitally
sign and send the e-application and pay fees online in accordance with the rules of the national
enterprise registration portal.
2. The legal representative of the enterprise shall receive an email receipt after it has completed
sending the online application.
3. If the application satisfies all the conditions for issuance of an ERC, the BRO shall transfer the
information to the tax office to automatically generate an enterprise code number, and after the BRO
receives same it shall issue an ERC for the enterprise and notify the enterprise of such issuance. If
the application is invalid, the BRO shall send an email to the enterprise requiring it to amend and/or
supplement the application.
4. The procedure for online enterprise registration prescribed in this article also applies to registration of
operation of branches and representative offices and to notification of establishment of business
locations by enterprises.
Article 38 Sequence and procedures for online enterprise registration using a business registration
account
1. The legal representative of the enterprise shall declare [enter] information in and download e-
documents proving his or her personal identity from the national enterprise registration portal in order
to be issued with a business registration account.
2. The legal representative of the enterprise shall use the business registration account to declare
information, download e-documents and authenticate the online application for enterprise registration
in accordance with the rules of the national enterprise registration portal.

3. After the person establishing the enterprise [legal representative] has completed sending the online
application, he or she shall receive a receipt for it by email.
4. The BRO shall send an email to the enterprise requiring it to amend or supplement its file if such file
is invalid. If the application satisfies all the conditions for issuance of an ERC, the BRO shall transfer
the information to the tax office to generate an enterprise code number, and after the BRO receives
same it shall issue a notice via the internet to the enterprise regarding [advising] issuance of its ERC.
5. The legal representative of the enterprise, after receipt of notification of issuance of the ERC, must
lodge a paper application file for enterprise registration enclosing the receipt for the online application
with the BRO. The above-mentioned items may be lodged by the legal representative directly with
the BRO or may be sent in the post.
6. After receipt of the paper file, the BRO shall compare the list of contents with those in the file sent by
email, and if they match then the BRO shall issue an ERC for the enterprise.
If the BRO does not receive the paper file within thirty (30) days after sending its notice about
issuance of the ERC, then the online application file of the enterprise shall no longer be valid.
7. The legal representative is liable for the accuracy and completeness of the paper file as compared to
the file sent online. If there are any differences between the two files and the person lodging the
paper file fails to notify the BRO of same, then the application file shall be deemed fraudulent and the
matter dealt with in accordance with article 63.1 of this Decree.
8. The procedure for online enterprise registration prescribed in this article also applies to registration of
operation of branches and representative offices and to notification of establishment of business
locations of enterprises.
Article 39 Dealing with breaches, and complaints and resolution of disputes regarding public digital
signatures and business registration accounts
A determination that there is a dispute, handling such dispute, complaints and breaches of management
and use of public digital signatures or of business registration accounts shall be dealt with in accordance
with provisions of law.
CHAPTER 6
Application File, Sequence and Procedures for Registration of Changes to

Registered Enterprise Items
Article 40 Registration of relocation of head office address of enterprise
1. An enterprise must, prior to registering relocation of its head office address, conduct procedures with
the tax office relevant to such change in accordance with the law on tax.
2. When changing the head office address from one location to another within the same province or city
under central authority where the enterprise is registered, the enterprise shall provide notice to the
BRO at which the enterprise is registered, and the contents of the notice shall comprise:
(a) Name, enterprise code number, tax code or number of business registration certificate (if the
enterprise does not yet have an enterprise code number or tax code);
(b) Proposed new head office address;
(c) Full name and signature of the legal representative of the enterprise.
The notice must enclose a decision on the relocation and valid copy minutes of meeting of the

members' council (for a multiple member LLC) or of the general meeting of shareholders (for a
shareholding company) or of the partners (for a partnership); or a decision of the company owner (for
a single member LLC). The decision and minutes of meeting must record clearly the contents of
items which have been amended in the company charter.
Upon receipt of the request, the BRO shall issue a receipt, check the validity of the application file
and issue an ERC to the enterprise.
3. When an enterprise relocates its head office to a different province or city from that where it is
registered, it shall provide notice to the BRO of the new locality to which it proposes to relocate, and
the notice shall comprise:
(b) Proposed new head office address;
(c) Full name and number of people's identity card, passport or other lawful personal identification as
prescribed in article 10 of this Decree, and permanent residential address and signature of the legal
representative of the enterprise.
The notice must enclose:
- Valid copy of the amended charter of the company;
- List of members for a multiple member LLC; list of authorized representatives for a single member
LLC; list of founding shareholders, foreign investors and authorized representatives of shareholders
being a foreign organization in the case of a shareholding company; and list of partners in the case of
a partnership;
- Decision on the relocation and valid copy minutes of meeting of the members' council for a multiple
member LLC, of the general meeting of shareholders for a shareholding company, or of the partners
for a partnership; or decision of the company owner for a single member LLC.
Upon receipt of the notice, the BRO in the locality to which the enterprise proposes to relocate shall
issue a receipt, check the validity of the file, issue an ERC for the enterprise, and send a notice to the
BRO where the enterprise was previously registered.
4. Relocation of the head office address of an enterprise does not change its rights and obligations.
Article 41 Registration of change of enterprise name
1. An enterprise which changes its name shall send a notice to the BRO at which the enterprise was
issued with its ERC, and the contents of the notice shall comprise:
(a) Current name of the enterprise, enterprise code number, tax code or number of business registration
certificate (if the enterprise does not yet have an enterprise code number or tax code);
(b) Proposed new name;
The notice must enclose a decision change of enterprise name and valid copy minutes of meeting of
the members' council in the case of a multiple member LLC, of the general meeting of shareholders
in the case of a shareholding company, or of the partners in the case of a partnership; or the decision
[on the change of name] of the company owner in the case of a single member LLC. The decision
and minutes of meeting must record clearly the contents of the items which have been amended in
the company charter.

2. Upon receipt of the notice, the BRO shall issue a receipt, check the validity of the application file and
issue an ERC for the enterprise if the proposed new name is consistent with the provisions on
naming of enterprises.
3. The change of name of an enterprise does not change the rights and obligations of such enterprise.
Article 42 Registration of change of membership of partnership
In the case of admission of a new partner or termination of status of a partner [dismissal] as prescribed in
articles 180 and 181 of the Law on Enterprises, the partnership shall send a notice to the BRO where it is
registered, and the contents of the notice shall comprise:
1. Name, enterprise code number, tax code or number of business registration certificate (if the
partnership does not yet have an enterprise code number or tax code);
2. Full name and number of people's identity card, passport or other lawful personal identification as
prescribed in article 10 of this Decree and permanent residential address of the new partner or of the
partner whose status as partner has been terminated.
3. Signatures of all partners or of the authorized partner, but not the signature of the partner whose
status as such has been terminated.
4. Amended items in the partnership charter.
The notice must also enclose valid copy of one of the documents on personal identification as
prescribed in article 10 of this Decree of the new partner.
On receipt of the notice, the BRO shall issue a receipt, check the validity of the application file and
issue an ERC for the enterprise [partnership].
Article 43 Registration of change of legal representative of LLC or shareholding company
1. An application file for registration of change [replacement] of the legal representative of an LLC or
shareholding company shall comprise:
(a) Notice of replacement of legal representative;
(b) Valid copy of one of the documents on personal identification as prescribed in article 10 of this
Decree of the new legal representative;
(c) Decision on the change of legal representative made by the owner in the case of a single member
LLC, or decision plus valid copy minutes of meeting of the members' council in the case of a multi-
member LLC;
Decision on the change of legal representative and valid copy minutes of meeting of the general
meeting of shareholders of the shareholding company if such change also changes the contents of
the company charter;
Decision and valid copy minutes of meeting of the board of management of the shareholding
company if the change of legal representative does not change the contents of the company charter
except for the full name and signature of the legal representative of the company as prescribed in
article 253 of the Law on Enterprises;
The above-mentioned decision and minutes of meeting must specify the items in the company
charter which are amended.
3
Allens footnote: Article 25 of the Law on Enterprises requires that the company charter contain the name of the legal
representative.

2. The notice of change of legal representative of the company shall contain:
(b) Full name and number of people's identity card, passport or other personal identification as stipulated
in article 10 of this Decree, and position and permanent residential addresses of both the existing
legal representative and of the replacement legal representative of the company;
(c) Full name and signature of one of the following individuals:
- Company owner of a single member LLC if he or she is an individual;
- Chairman of the members' council or company chairman in the case of a single member LLC owned
by an organization;
- Chairman of the members' council in the case of a multiple member LLC; if such chairman is the
legal representative, then the notice must be signed by the new chairman of the members' council
elected by such council;
- Chairman of the board of management in the case of a shareholding company; if such chairman is
the legal representative, then the notice must be signed by the new chairman of the board elected by
the board of management;
- If the chairman of the board of management, company chairman or chairman of the members'
council is absent from his or her place of residence, or is in temporary detention, or is incapable of
being aware of or controlling his or her acts due to mental or other illness, or refuses to sign the
notice for the company, then the notice must also contain the full names and signatures of the
members of the members' council or of the company owner or of the members of the board of
management who attended and voted unanimously in favour of the change of legal representative of
the company.
- The BRO shall, on receipt of a notice of change of legal representative, issue a receipt, check the
validity of the application file, and issue an ERC to the enterprise.
Article 44 Registration of change in charter capital or capital contribution ratio
1. A multiple member LLC which changes the capital contribution ratios of its members or a partnership
which changes the capital contribution ratios of its partners must send a notice to the BRO where it is
registered, such notice to comprise:
(b) Full name, address, nationality and number of people's identity card, passport or other lawful
personal identification as stipulated in article 10 of this Decree, or number of decision on
establishment and enterprise code number of each member of the multiple member LLC or of each
partner in the case of a partnership;
(c) Capital contribution ratio of each member of the multiple member LLC or of each partner in the
partnership;
(d) Amount of charter capital formally registered, amount of charter capital after the change; and date
and method of such increase or decrease;
(dd) Full name, nationality and number of people's identity card, passport or other lawful personal
identification as stipulated in article 10 of this Decree, permanent residential address and signature of
the legal representative of the company or of the authorized partner of the partnership.

2. In the case of registering a change in charter capital of the company, the notice referred to in
clause 1 above must be accompanied by the decision [on the change] and valid copy minutes of
meeting of the member's council in the case of a multiple member LLC, or of the general meeting of
shareholders in the case of a shareholding company; or the decision on the change made by the
company owner in the case of a single member LLC; and a written consent from MPI to the capital
contribution or purchase of shares or capital contribution portion by a foreign investor in the cases
prescribed in article 26.1 of the Law on Investment.
3. If the general meeting of shareholders passes an issuance of shares to be offered to increase charter
capital and at the same time assigns the board of management to conduct procedures to register the
charter capital increase after completion of the tranche, then the notice prescribed in clause 1 above
must include the file on registration to increase charter capital comprising:
(a) Decision and valid copy minutes of meeting of the general meeting of shareholders regarding
issuance of shares to be offered to increase charter capital, specifying the number of shares to be
offered and assigning the board of management to conduct procedures to register such increase on
completion of each offer tranche;
(b) Decision and valid copy minutes of meeting of the board of management of the shareholding
company regarding registration of the charter capital increase of the company after completion of any
one offering tranche.
Such decision and minutes of meeting must specify the items amended in the company charter.
4. In the case of a decrease in charter capital, the enterprise must include an undertaking to make full
payment of debts and other asset obligations after such decrease, and must also enclose financial
statements of the company for the most recent period as at the date of the decision to decrease
charter capital.
issue an ERC to the enterprise.
Article 45 Registration of change of members of multiple member LLC
1. In a case of admission of a new member, the company must send a notice to the BRO where the
company is registered, such notice to comprise:
enterprise does not have an enterprise code number or tax code);
(b) Name, enterprise code number and head office address in the case of a [new] member which is an
organization; or full name, nationality and number of people's identity card, passport or other lawful
personal identification as prescribed in article 10 of this Decree in the case of a new member being
an individual; value and portion of capital contributed, date of capital contribution, type of assets
contributed as capital, and quantity and value of each type of asset contributed as capital by the new
member;
(c) Capital contribution portions of current members as changed after admission of the new member;
(d) Charter capital of the company after admission of the new member;
(dd) Full name and signature of the legal representative of the company.
The notice must be accompanied by:
- Decision and valid copy minutes of meeting of the member's council on admitting the new member;
- Certification of the capital contribution portion of the new member to the company;

- Valid copy decision on establishment or ERC or other equivalent document, and valid copy of one of
the documents for personal identification as prescribed in article 10 of this Decree of the authorized
representative and the corresponding letter of authorization in the case of a member being an
organization, or valid copy one of the documents for personal identification as stipulated in article 30
of this Decree if the member is an individual.
- Letter from MPI consenting to the capital contribution or purchase of shares or capital contribution
portion by a foreign investor in a case prescribed in article 26.1 of the Law on Investment.
The decision and minutes of the member's council must specify the items amended in the company
charter.
2. In the case of change of membership as a result of assignment of a capital contribution portion, the
company shall provide a notice to the BRO where it is registered, such notice to comprise:
(a) Name, enterprise code number, tax code or number of the business registration certificate (if the
(b) Name and head office address in the case of an organization; or full name, nationality and number of
people's identity card, passport or other lawful personal identification as stipulated in article 10 of this
Decree in the case of an individual; capital contribution portion of the assignor and of the assignee;
(c) Capital contribution portions of all members after the assignment;
(d) Time for implementation of the assignment;
(dd) Full name and signature of the legal representative of the company.
The notice must be accompanied by:
- Assignment contract or document evidencing completion of the assignment;
- Valid copy decision on establishment or ERC or equivalent document; valid copy of one of the
documents for personal identification as stipulated in article 10 of this Decree of the authorized
representative and the corresponding letter of authorization if the new member is an organization,
otherwise copy people's identity card, passport or other lawful identification as stipulated in article 10
of this Decree if the new member is an individual;
- Letter from MPI consenting to the capital contribution or purchase of shares or capital contribution
3. In the case of change in membership as a result of inheritance, the company shall send a notice to
the BRO where it is registered, such notice to comprise:
(b) Full name and number of people's identity card, passport or other lawful personal identification as
stipulated in article 10 of this Decree, and nationality and capital contribution portion of the member
being the legator and of each legatee;
(c) Date of inheritance;

(d) Full name and signature of the legal representative of the company.
The notice must be accompanied by a valid copy document proving lawful inheritance by the legatee,
and a valid copy of one of the documents for personal identification as prescribed in article 10 of this
Decree of the legatee.
4. In the case of registration of change of membership as a result of a member failing to implement the
undertaking to contribute capital as stipulated in article 48.3 of the Law on Enterprises, the company
shall send a notice to the BRO where the company is registered, such notice to comprise:
(b) Name and head office address in the case of an organization, or full name and number of people's
identity card, passport or other lawful personal identification as prescribed in article 10 of this Decree
and nationality, and capital contribution portions of both the member failing to implement the
undertaking and of the person purchasing such portion which was offered for sale;
(c) Full name and signature of the legal representative of the company.
The notice shall be accompanied by the decision and valid copy minutes of meeting of the members'
council on the change of membership due to failure of a member to implement its undertaking on
capital contribution, and a list of the remaining members of the company. The decision and minutes
must specify the items amended in the company charter.
5. Registration of change of membership as a result of a member donating its capital contribution

portion:
Registration of change of member in a case of the former member donating its capital contribution
portion shall be implemented the same as for registration of change of membership arising from
assignment of such portion, except that instead of the contract on assignment or document proving
completion of the assignment, there must be a contract on donation of the capital contribution
portion.
Article 46 Registration of change of owner of single member LLC
1. If the company owner assigns the entire charter capital to an individual or organization, then the
assignee must register the change of company owner, and the application file for registration of such
change shall comprise:
(a) Notice of change of registered enterprise items signed by the new owner or its legal representative
and also signed by the former owner or its legal representative;
(b) Valid copy of the one of the documents for personal identification prescribed in article 10 of this
Decree of the assignee if an individual; or valid copy business registration certificate or equivalent if
the assignee is an organization; list of authorized representatives and valid copy of one of the
documents for personal identification as stipulated in article 10 of this Decree of such
representatives, and letter of authorization issued by the owner;
(c) Valid copy amended company charter;
(d) Assignment contract or document proving completion of the assignment of capital;

(dd) Letter from MPI consenting to the capital contribution or purchase of shares or capital contribution
2. In a case of change [replacement] of the owner of a single member LLC pursuant to the decision of a
competent authority on restructuring of the State owned enterprise, the application file for registration
shall be the same as in clause 1 above except that the decision of the competent authority on such
change shall be provided instead of the document required in clause 1 (the assignment contract or
document proving completion of assignment of capital).
3. If a single member LLC changes its owner as a result of inheritance, then the company must register
the change of owner and the application file shall comprise:
(a) Notice of change of registered enterprise items owner signed by the new owner or its legal
representative;
(b) Valid copy amended charter signed by the new owner or its legal representatives;
(c) Personal identification document as prescribed in article 10 of this Decree of the new owner;
(d) Valid copy document certifying legal inheritance by the legatee.
4. If more than one individual or more than one organization inherits the capital portion of the owner of
the single member LLC, then the company must register conversion into a multiple member LLC, and
the application file for such registration shall comprise:
(b) Amended charter of the converted company;
(c) List of members;
(d) Personal identification documents document as prescribed in article 10 of this Decree of members
being individuals, and valid copy ERC or equivalent document if the members are organizations;
(dd) Valid copy document certifying lawful inheritance rights of the legatees.
5. Registration of a change of owner of a single member LLC in a case of donation of the entire capital
contributed, shall be implemented the same as the case prescribed in clause 1 above. The file shall
contain, instead of the contract of assignment and document proving its completion [as required in
the case prescribed in clause 1 above], the contract of donation of the capital contribution.
6. On receipt of the notice, the BRO shall issue a receipt, check the validity of the application file and
Article 47 Registration of change of owner of a private enterprise as a result of sale or donation of the
enterprise or death or disappearance of the owner
If the owner of a private enterprise sells or donates the enterprise, or if such owner dies or disappears, then
the purchaser, donee or legatee must register the change of enterprise owner, and the application file shall
contain the following:
1. Notice of change of registered enterprise items signed by both the seller or donor on the one hand
and by the purchaser or donee on the other hand; and signed by the legatee in a case of the owner
dying or disappearing.
2. Valid copy of one of the documents for personal identification as stipulated in article 10 of this Decree
of the purchaser, donee or legatee.

3. Contract of purchase and sale or contract of donation of the enterprise, or document proving
completion of such assignment or donation if the private company is sold or donated; and a valid
copy of the certificate proving the legal right of inheritance of the legatee.
4. On receipt of the application file, the BRO shall issue a receipt, check the validity of the file and issue
an ERC to the enterprise.
Article 48 Registration of change of registered operational items of a branch, representative office or

business location
1. Before registering a change of its office location, a branch or representative office must complete all
tax procedures relevant to such relocation in accordance with the law on tax.
2. When there is a change of registered items of a branch or representative office or business location,
the enterprise concerned shall send a notice of change of registered items to the BRO in the locality
where such branch or representative office has its office. On receipt of the notice from the enterprise,
the BRO shall issue a receipt, check the validity of the application file, and change information being
registered operational items of the branch or representative office or business location in the national
enterprise registration database and issue a certificate of registered operation for the branch or
representative office or a certificate of registration of the business location within 3 business days
after receipt of a valid application file. If the enterprise so requests, the BRO shall issue a certificate
of change of registered operational items for the branch, representative office or business location.
3. When a branch or representative office transfers its location to a different province or city from that
where it is registered, the enterprise concerned shall send a notice of change of registered
operational items of the branch or representative office to the BRO in the locality where the branch or
representative office is to be relocated.
On receipt of the notice from the enterprise, the BRO in the new locality of relocation shall issue a
receipt, check the validity of the application file, issue a certificate of registered operation of the
branch or representative office to the enterprise, and also send information about same to the BRO
in the locality where such branch or representative office was previously located.
Article 49 Notification of addition or change to business lines
1. The enterprise concerned shall send a notice to the BRO at which it is registered to notify additions
or changes to its business lines, such notice to comprise:
(b) Business line to be added or changed;
The notice must be accompanied by the decision regarding the addition or change to business lines
and valid copy minutes of meeting of the members' council in the case of a multiple member LLC, of
the general meeting of shareholders in the case of a shareholding company, or of the partners in the
case of a partnership; or decision of the company regarding the addition or change to business lines
made by the owner in the case of a single member LLC. The decision and minutes of meeting must
clearly record the contents of amended items in the company charter.
2. On receipt of the notice, the BRO shall issue a receipt, check the validity of the application file, and
change information being the change or addition to the business lines of the enterprise in the national
information system on enterprise registration. If the enterprise so requests, the BRO shall issue a
certificate confirming the change of registered enterprise items to the enterprise.

3. If an application file notifying an addition or change to business lines is invalid, then the BRO shall,
within three (3) business days, notify the enterprise to amend same.
4. An enterprise must notify an addition or change to its business lines to the BRO within ten (10)
business days after the change. Any enterprise which fails to notify such change shall be fined in
accordance with the law on imposition of penalties for administrative offences in the planning and
investment sector.
Article 50 Notification of change in invested capital of owner of private enterprise
1. The owner of a private enterprise which increases or decreases its registered investment capital shall
send a notice of change of capital to the BRO where the enterprise is registered, such notice to
contain:
(b) Amount of invested capital previously registered, amount of capital to be registered after the change,
and date of change;
(c) Full name and signature of the enterprise owner.
On receipt of the notice, the BRO shall issue a receipt, check the validity of the file and change the
information about the invested capital of the enterprise in the national enterprise registration
database. If the enterprise so requests, the BRO shall issue it with a certificate confirming the
change of registered enterprise items.
2. If the file notifying the change of investment capital of the enterprise is invalid, the BRO shall, within
three (3) business days, notify the enterprise to amend same.
3. A private enterprise must notify a change of its investment capital to the BRO within ten (10)
business days after the change. Any enterprise which fails to notify such change shall be fined in
accordance with the law on imposition of penalties for administrative offences in the planning and
investment sector.
Article 51 Notification of change of founding shareholder of shareholding company
1. Founding shareholder defined in article 4.2 of the Law of Enterprises means a founding shareholder
declared on the list of founding shareholders prepared and lodged with the BRO at the time of
registering establishment of the enterprise.
2. A company must send a notice to the BRO where it is registered regarding a change in founding
shareholders of the company as a result of failure by one or more of such shareholders to pay in full
for shares registered for subscription, such notice to comprise:
(b) Name, head office address and enterprise code number or decision on establishment of [each]
founding shareholder being an organization; or full name and number of people's identity card,
passport or other lawful personal identification as stipulated in article 10 of this Decree of [each]
founding shareholder being an individual;
(c) Full name and number of people's identity card, passport or other lawful personal identification as
stipulated in article 10 of this Decree and signature of the legal representative of the company.
On receipt of the notice, the BRO shall issue a receipt, check the validity of the file and change the
information about founding shareholders of the company in the national enterprise registration

database; and if the enterprise so requests, issue it with a certificate of change of registered
enterprise items.
Founding shareholders who have failed to pay for the shares for which they subscribed shall
automatically no longer be shareholders of the company in accordance with article 112.3(a) of the
Law on Enterprises, and their names shall be removed from the list of founding shareholders of the
company.
3. In the case of a change of information about founding shareholders because a founding shareholder
transfers its shares, then the file constituting the notice about such change must include, in addition
to the documents prescribed in clause 2 above:
(a) List of information about shareholders after the change;
(b) Contract of transfer of the shares or other document proving completion of the transfer;
(c) Written consent from MPI to the capital contribution or purchase of shares or capital contribution
portion by a foreign investor, in the cases prescribed in article 26.1 of the Law on Investment.
4. In the case of a founding shareholder which is an organization subject to a merger or separation or

which is consolidated with another enterprise, then registration of the change of founding
shareholders shall be implemented the same as for the case of a change resulting from transfer of
shares prescribed in clause 3 above. However in this case, instead of filing the transfer contract or
document proving completion of the transfer, the enterprise is required to file the merger contract,
decision on separation of the company, or contract of consolidation of companies.
5. Registration of a change of shareholder as a result of a receipt of a donation or inheritance of shares

shall be the same as prescribed in clause 3 above for a case of share transfer. However in this case,
the documents required to be filed are the contract of donation or a valid copy of a document
certifying the lawful inheritance right.
6. If the file notifying the change of founding shareholder is invalid, the BRO shall, within three (3)
business days, notify the company to amend same.
7. A company must notify a change of founding shareholder to the BRO within ten (10) business days
after the change. Any company which fails to notify such change shall be fined in accordance with
the law on imposition of penalties for administrative offences in the planning and investment sector.
Article 52 Notification of change of shareholder being a foreign investor in an unlisted company
1. An unlisted shareholding company must send a notice to the BRO where it is registered regarding a
change of foreign investor shareholder in the company as prescribed in article 32.3 of the Law on
Enterprises, such notice to comprise:
(b) Information about the foreign investor shareholder assigning its shares, namely the name and head
office address in the case of an organization; or the full name, nationality and residential address of
the shareholder in the case of an individual; the class of shares and current share ownership ratio in
the company; and number of shares and class of shares being assigned;
(c) Information about the [new] foreign investor shareholder being the assignee of the shares, namely
the name and head office address in the case of an organization, or the full name, nationality and
residential address of the new shareholder in the case of an individual; number and class of shares
assigned; and number, class of shares and current share ownership ratio [of foreign investor
shareholders] in the company;

(d) Full name and number of people's identity card, passport or other lawful personal identification as
stipulated in article 10 of this Decree and signature of the legal representative of the company.
The notice must be accompanied by the decision and valid copy minutes of the general meeting of
shareholders on the changes of foreign investor shareholders; list of foreign shareholders after the
change; contract of assignment [transfer] of the shares or document proving completion of the
assignment; valid copy decision on establishment or other equivalent document and valid copy of
one of the documents proving personal identification as prescribed in article 10 of this Decree of the
authorized representative and the corresponding decision on authorization if the assignee is a foreign
organization, or copy people's identity card, passport or other lawful person identification as
stipulated in article 10 of this Decree if the assignee of the shares is a foreign individual; and written
consent from MPI to the capital contribution or purchase of shares or capital contribution portion by
the foreign investor in accordance with the Law on Investment.
The decision and minutes of the general meeting of shareholders must specify the items amended in
the company charter.
On receipt of the notice, the BRO shall issue a receipt, check the validity of the file, change
information about the shareholders being foreign investors in the national enterprise registration
database; and if the enterprise so requests, issue it with a certificate of change of registered
enterprise items.
2. If the file notifying the change of foreign investor shareholders in the company is invalid, the BRO
shall, within three (3) business days, notify the company to amend same.
3. A company must notify a change of foreign investor shareholders in the company to the BRO within
ten (10) business days after a change. Any company which fails to notify such change shall be fined
in accordance with the law on imposition of penalties for administrative offences in the planning and
investment sector.
Article 53 Registration of change of registered tax items
1. An enterprise which changes its registered tax items without changing its registered business items
must provide a notice to the BRO in the locality where the enterprise has its head office, such notice
to comprise:
(a) Name, head office address, enterprise code number and date of issuance of business registration
certificate, tax registration certificate or ERC;
(b) Contents of the change to registered tax items.
2. The BRO shall receive such notice and upload information from it onto the national enterprise
registration database in order to transfer the information to the database of the Department General
of Taxation. If the enterprise so requests, the BRO shall issue it with a certificate of change of
registered enterprise items.
Article 54 Notification of change of information about enterprise managers, notification of shareholder

being a foreign investor, notification of a private placement of shares, notification of lease out
of a private enterprise, and notification of change of information about authorized
representatives
1. An enterprise must, within five (5) business days after the date of a change, send a notice to the
BRO in the locality where the enterprise has its head office in accordance with article 12 of the Law
on Enterprises notifying the change of information about the full name, contact address, nationality,
and number of citizen's card or people's identity card or other lawful personal identification of a

manager of the enterprise [member of the board of management in the case of shareholding
company], or any member of the inspection committee or any inspector.
2. An enterprise [unlisted shareholding company] must send a notice adding to and updating enterprise
registration information to the BRO in the locality where the enterprise has its head office pursuant to
article 171.3 of the Law on Enterprises within three (3) business days of the date on which the
information is available or from the date on which it is changed, specifying the full name, nationality,
passport number, permanent residential address, number of shares and classes of shares in respect
of the shareholder being a foreign individual; or name, enterprise code number, head office address,
number of shares and classes of shares and full name, nationality, passport number and permanent
residential address of the authorized representative in respect of a shareholder being a foreign
organization.
3. An enterprise must send a notice to the BRO in the locality where it has its head office within five (5)
business days after the date of issuing a decision to conduct a private share placement as required
by article 123 of the Law on Enterprises.
4. A private enterprise must send a notice to the BRO in the locality where it has its head office within
three (3) business days after the date of effectiveness of any contract leasing out such enterprise, as
required by article 186 of the Law on Enterprises.
5. A single member LLC must send a notice to the BRO in the locality where it has its head office within
ten (10) business days after the date of any change of authorized representative of the owner of the
company.
6. The BRO shall, on receipt of a notice, issue a receipt to the enterprise, check the validity of the file
[the notice] and add to or amend information about the enterprise in the national enterprise
registration database. If the enterprise so requests, the BRO shall issue it with a certificate of change
of registered enterprise items.
Article 55 Announcement of registered enterprise items
1. Registered enterprise items must be announced as required by article 33 of the Law on Enterprises.
2. An enterprise must pay fees for announcement of registered enterprise items [on the national
enterprise registration portal] when it receives its ERC or when it receives a notice confirming
changes of registered enterprise items relating to business lines, founding shareholders or
shareholders being foreign investors.
3. The BRO shall publish registered enterprise items on the national enterprise registration portal.
Article 56 Cases in which registration of a change to registered enterprise items will not be conducted
1. A registration of a change to registered enterprise items will not be conducted in the following cases:
(a) The BRO has issued a notice of breach by the enterprise in circumstances requiring revocation of its
ERC, or a decision revoking the ERC has already been issued;
(b) The enterprise is in the process of dissolution pursuant to a dissolution decision made by the
enterprise;
(c) There is a request from a court, judgment enforcement agency or police office [under the Ministry of
Public Security].

2. An enterprise referred to in clause 1 above is permitted to continue registration in the following
cases:
(a) It has already taken measures to remedy the breach as requested in the notice [from the BRO] in a
case where such breach qualifies for revocation of the ERC, and the BRO provides consent;
(b) It is necessary to register a change to the registered enterprise items in order to finalize dissolution
including the application file for dissolution required by regulations. In such case, the application file
for registration of the change must enclose documentation from the enterprise on the dissolution and
the reasons for requesting registration of the change;
(c) On completion of compliance with the decision of the court or judgment enforcement agency, and
with consent from such court or agency.
CHAPTER 7
Sequence and Procedures for Registration of Temporary Suspension of Business, Reissuance and
Revocation of Enterprise Registration Certificate, and Dissolution of Enterprise
Article 57 Temporary suspension of business by an enterprise, branch, representative office or business

location, and resumption of its business ahead of the notified schedule
1. When an enterprise conducts procedures to suspend its business it must send a notice of
suspension of business of the operation of its branch, representative office and of a business location
to the BRO in the locality where such establishment or business location is registered.
2. If an enterprise, branch, representative office or business location temporarily suspends business or

resumes business thereafter prior to the notified resumption date, then the enterprise must send a
notice to the BRO in the locality where such establishment is registered at least fifteen (15) days prior
to commencing such suspension of business, or fifteen (15) days prior to resuming business ahead
of the scheduled date. The duration of temporary suspension of business must not exceed one (1)
year. If the enterprise, branch, representative office or business location continues to suspend
business on expiry of the period notified, it must further notify the BRO, and the total duration of
continuous suspension must not exceed two (2) years.
3. A notice of temporary suspension of business must enclose the decision on suspension and valid
copy minutes of meeting of the members' council of a multiple member LLC, of the company owner
of a single member LLC, of the board of management of a shareholding company, or of the partners
in the case of a partnership.
4. The BRO shall issue a receipt to the enterprise for its notice of temporary suspension of business or
notice of resumption of business; and within three (3) business days after receipt of a valid file [the
notice], the BRO shall issue a certificate that the enterprise or branch or representative office or
business location has registered temporary suspension of business, or that such establishment has
registered early resumption of its business operation. The BRO shall send information about
registration of the temporary suspension of business or early resumption of business to the tax office
for managerial purposes.
Article 58 Reissuance of enterprise registration certificate
1. An enterprise whose ERC is lost, torn, burned or destroyed in some other manner shall send a
request for reissuance of such certificate to the BRO which issued it.
The BRO shall receive the request for reissuance of the ERC and within three (3) business days after
the date of receipt, consider and reissue the ERC to the enterprise.

2. If the ERC was issued incorrectly in terms of the application file, sequence and procedures set out in
guidelines, then the BRO shall send a notice to the enterprise to amend same and [re-] lodge a valid
file within 30 days after receipt of such notice, in order for the BRO to consider reissuance of the
ERC. The BRO shall reissue the ERC within three (3) business days after receipt of valid documents.
3. If information or declarations in an application file for enterprise registration are untruthful or

inaccurate, the BRO shall notify the competent State agency to deal with the matter. After there is a
decision imposing a penalty from the State agency, the BRO shall require the enterprise to re-lodge
an application for an ERC and thereafter reissue the ERC to the enterprise within three (3) business
days after receipt of valid documentation.
4. When a new ERC is issued, the ERC issued on the previous occasion shall no longer be effective.
Article 59 Sequence and procedures for registration of dissolution of enterprise
1. An enterprise must, prior to conducting procedures to register dissolution, conduct procedures to

terminate operation of its branches, representative offices and business locations with the BROs in
the localities of such branches, representative offices and business locations ["establishments"].
2. An enterprise must, within seven (7) business days after the date on which the enterprise's decision
on dissolution is passed in accordance with article 202.1 of the Law on Enterprises, send a notice on
such dissolution to the BRO. The notice must include the decision on dissolution made by the
company owner of a single member LLC; or such decision and valid copy minutes of the meeting of
the member's council of a multiple member LLC, of the general meeting of shareholders in the case
of a shareholding company, or of the partners in the case of a partnership.
3. The BRO shall, after receiving the notice on dissolution from the enterprise in accordance with
article 204.1 of the Law on Enterprises, send it to the tax office and the tax office in turn shall, within
two (2) business days after receipt of same, offer its opinion on the dissolution to the BRO.
4. Within five (5) business days after receipt of the notice on dissolution, the BRO shall, if no contrary
opinion is received from the tax office, change the legal status of the enterprise on the national
database on enterprise registration to record that the enterprise has been dissolved, and at the same
time issue a notice confirming dissolution of the enterprise.
5. In the case of an enterprise using a seal issued by the police [public security] office, the enterprise
must return such seal together with the certificate of registration of the sample seal to the police
office in order to be issued with a certificate of withdrawal of the seal. In such case, the seal and
certificate of registration of the sample seal prescribed in article 204.1(c) of the Law on Enterprises
shall be replaced by the certificate of withdrawal of the seal.
Article 60 Termination of operation of a branch, representative office or business location
1. An enterprise shall, on termination of operation of its branch, representative office or business

location, send a notice of such termination to the BRO in the locality where the branch,
representative office or business location is situated.
The notice of termination must enclose the documents prescribed in article 206.2 of the Law on
Enterprises, including a decision on such termination of operation made by the owner of the private
enterprise; of the owner or chairman of the members' council or company chairman of a single
member LLC; of the members' council of a multiple member LLC; of the board of management of a
shareholding company; or of the partners in the case of a partnership.
2. The BRO shall receive the notice, check the validity of the notice and documents enclosed, and
change the legal status of the branch, representative office or business location in question
["establishment"] on the national database of enterprise registration to "operation terminated", and at

the same time issue a notice confirming such termination of operation of the establishment in
question.
3. If a branch, representative office or business location suspends its operation for a one (1) year period
without notifying the BRO and tax office, then the certificate of registration of operation in the case of
the branch or representative office or the certificate of registration of the business location shall be
withdrawn. In such case, the BRO shall send a notice of breach and require the legal representative
of the enterprise to attend the BRO to provide an explanation. If no explanation is provided within ten
(10) business days from the date prescribed in the notice, the BRO shall issue a decision
withdrawing the certificate of the establishment in question.
Article 61 Termination of existence of a company subject to division, consolidation or merger
1. Within three (3) business days after grant of an ERC to the new company namely the company after
division, the consolidated company or the company receiving the merger, the BRO in the locality
where the former companies [namely the companies which were divided, the companies before they
were consolidated, or the merging companies] had their head office and record their termination of
operation on the national database on enterprise registration.
2. The BRO shall also record termination of operation of any branch, representative office or business
location of the former companies on the national database on enterprise registration.
3. If headquarters of the former companies are located outside the province or city where the head
office of the new company is located, then the BRO in the locality of the new company shall send
information to the BRO in the locality of the former companies for the latter to remove such former
companies [to record termination of their operation] on the national database on enterprise
registration.
Article 62 Revocation of enterprise registration certificate
1. Article 211.1 of the Law on Enterprises and article 1.26 of the Law amending the Law on Tax
Management set out the cases in which an ERC will be revoked.
2. Guidelines of the competent State authority shall apply to the sequence and procedures for
revocation of an ERC if the reason for same is a court decision.
3. If contents of the application file for enterprise registration were forged, providing the basis for
revocation of the ERC pursuant to article 211.1(a) of the Law on Enterprises, then the BRO shall
send a written request to the police office to confirm fraudulent conduct. The police office is
responsible to provide a written response with its confirmation within thirty (30) days after receipt of
the request from the BRO. If contents of the application file are in fact found to have been forged,
then the BRO shall revoke the ERC in accordance with the sequence and procedures prescribed in
article 63.1 of this Decree.
Article 63 Sequence and procedures for revocation of enterprise registration certificate
1. In a case where items declared in the application file for enterprise registration were forged:
If the application file for registration of establishment of a new enterprise contained forged
information, then the BRO shall issue a notice of breach by the enterprise and issue a decision
revoking its ERC.
If the application file for registration of a change of registered enterprise items or if a notice of such
changes contained forged information, then the BRO shall issue a notice of breach by the enterprise
and cancel the changes made to the registered enterprise items on the basis of such forged
information and restore the ERC which was issued on the basis of the most recent valid application

file, and at the same time notify the competent agency to deal [with the breach] in accordance with
law.
2. In a case where enterprise registration was conducted by a person or organization prohibited from
establishing enterprises as prescribed in article 18.2 of the Law on Enterprises:
(a) In the case of a private enterprise or single member LLC owned by an individual, the BRO in the
locality where the enterprise was registered shall issue a notice of breach and also a decision
revoking the ERC;
(b) In the case of a multiple member LLC, or a single member LLC owned by an organization, or a
shareholding company or partnership: the BRO where the enterprise was registered shall issue a
notice requiring the enterprise to change the members or shareholders who do not have the right to
establish an enterprise within thirty (30) days after the date of such notice; and if the enterprise fails
to register the appropriate change of members or shareholders, then the BRO shall issue a notice of
breach and also a decision revoking the ERC.
3. In the case of breach of article 211.1(c) of the Law on Enterprises [the enterprise ceased its business
activities for one (1) year without notifying the BRO and the tax office], the BRO shall issue a notice
of breach and require the legal representative of the enterprise to come to the BRO to explain such
breach. If the legal representative fails to attend the BRO on the expiry of ten (10) business days
after the deadline set in the notice, then the BRO shall issue a decision revoking the ERC.
4. In the case where an enterprise fails to send reports as prescribed in article 211.1(c) of the Law on
Enterprises, then after ten (10) business days have expired after the deadline for sending the reports
set out in article 211.1(d) of the Law on Enterprises, the BRO shall provide a further notice of breach
and require the legal representative of the enterprise to attend the BRO to explain; if the legal
representative fails to attend, then on the expiry of a further ten (10) business days, the BRO shall
issue a notice of breach and also a decision revoking the ERC.
5. In the case of enforcement of a tax administrative decision as prescribed in article 26.1 of the Law
amending the Law on Tax Management, within ten (10) business days after receipt of a written
request from the head of the tax office to revoke the ERC as prescribed in article 131 of the above-
mentioned Law, the BRO shall revoke the ERC in accordance with the sequence and procedures
prescribed in clause 3 above.
6. An enterprise must conduct dissolution as stipulated in article 203 of the Law on Enterprises after
receipt of a decision revoking its ERC.
7. Information about revocation of an ERC must be uploaded onto the national system of information on
enterprise registration and sent to the tax office within two (2) days after the date of issuing such
decision.
Article 64 Restoring legal status of an enterprise after revocation of its ERC
The BRO shall issue a decision cancelling the decision on revocation and restore the legal status of the
enterprise on the national system of information on enterprise registration in the following cases:
1. The BRO confirms that the enterprise is not in fact in the category of those subject to revocation of
their ERC.
2. The BRO receives a written request from the tax office to restore the legal status of the enterprise
after its ERC was revoked but prior to the BRO updating information on the national system of
enterprise registration noting dissolution of such enterprise, or where the BRO receives such request
from the tax office within six (6) months after the date on which BRO issued the decision revoking
such ERC.

Article 65 Resolving procedures for enterprise registration pursuant to a court decision
Within fifteen (15) business days after the effective date of a court decision or verdict, an application
requesting registration of changes of registered enterprise items or of other items relevant to enterprise
registration pursuant to such court decision must be sent to the competent BRO. The application file for
registration must contain a valid copy of the effective decision or verdict of the court.
CHAPTER 8
Business Household Registration
[The following articles 66 to 79 have not been translated]
Article 66 Business households
Article 67 Right to establish business households and obligation to register them
Article 68 Certificate of business household registration
Article 69 Principles for business household registration
Article 70 Number of application files for business household registration
Article 71 Application file, sequence and procedures for business household registration
Article 72 Business location of business household
Article 73 Naming business households
Article 74 Business lines of business households
Article 75 Registration of changes to registered business household items
Article 76 Temporary suspension of household business
Article 77 Termination of operation of household business
Article 78 Revocation of certificate of business household registration
Article 79 Reissuance of certificate of business household registration
CHAPTER 9
Implementing Provisions
Article 80 Dealing with breaches, and rewards
1. Any State official or employee requesting, contrary to the provisions in this Decree, a person
establishing an enterprise to lodge additional documents or to conduct further procedures; or any
State official or employee subjecting a person establishing an enterprise to conditions for registration
which are contrary to the provisions in this Decree, or causing difficulties for any organization or
individual while resolving enterprise registration or while checking registered enterprise items shall be
dealt with in accordance with law.
2. BROs and State employees who conduct enterprise registration work well shall be rewarded in
accordance with regulations.

Article 81 Conversion of enterprise registration data
1. MPI shall provide guidelines on conversion of data by BROs and investment registration agencies
onto the national enterprise registration database.
2. Information in business registration certificates and in ERCs regarding tax registration should be
stored at all BROs and information about business registered items in licenses or in investment
certificates which are currently business registration certificates must be converted and transferred to
the national enterprise registration database.
3. Information registered at BROs and information registered at investment registration agencies is

original information about the enterprises throughout the process of data transfer.
4. Enterprises which were issued with an ERC, or a business registration certificate, or a business
registration certificate which was concurrently the tax registration certificate, or an investment licence
or investment certificate which was concurrently the business registration certificate prior to the
effective date of this Decree shall continue to operate in accordance with the contents of the above-
mentioned certificates and are not required to conduct procedures to convert to an ERC. Any
enterprise which registers a change of its registered enterprise items shall be issued with an ERC
using the new sample form.
5. Any enterprise wishing to change its business registration certificate, or its business registration
certificate which is currently its tax registration to an ERC without changing its registered business
and tax items, shall lodge the originals of the above-mentioned certificates with the BRO in order to
be issued with a new ERC.
6. Any enterprise which wishes to be issued with a new ERC to replace the registered business items in
its investment licence or investment certificate which is concurrently its business registration
certificate but does not wish to change such business registered items shall lodge a request together
with a copy of the above-mentioned documents and also a valid copy of its tax registration certificate
in order to be issued with a new ERC.
Article 82 Effectiveness
1. This Decree is of full force and effect as from 1 November 2015.
2. This Decree replaces Decree 43-2010-ND-CP of the Government dated 15 April 2010 on business
registration and Decree 05-2013-ND-CP of the Government dated 9 January 2013 amending the
said Decree 43.
Article 83 Responsibilities for implementation
Ministers, heads of ministerial equivalent agencies and Government agencies, chairmen of provincial
people's committees, and applicable entities as prescribed in this Decree are responsible to implement this
Decree.
For the Government

Prime Minister
NGUYEN TAN DUNG

Decree 78

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DECREE

General Provisions ........................................................................................................................................5

Article 1 Governing scope ...............................................................................................................5

Article 13 Business registration office [BRO] ...................................................................................10

Registration of Enterprise Name ................................................................................................................12

Article 17 Identical names and names causing confusion ...............................................................12

 Allens - Vietnam Laws Online Database on www.vietnamlaws.com 1

Online Enterprise Registration ...................................................................................................................23

Article 35 Online enterprise registration ...........................................................................................23

Article 40 Registration of relocation of head office address of enterprise ........................................24

 Allens - Vietnam Laws Online Database on www.vietnamlaws.com 2

Article 57 Temporary suspension of business by an enterprise, branch, representative office or

Business Household Registration ..............................................................................................................41

[The following articles 66 to 79 have not been translated] .......................................................................41

Article 66 Business households .......................................................................................................41

 Allens - Vietnam Laws Online Database on www.vietnamlaws.com 3

Implementing Provisions ............................................................................................................................41

Article 80 Dealing with breaches, and rewards ................................................................................41

 Allens - Vietnam Laws Online Database on www.vietnamlaws.com 4

Independence - Freedom - Happiness

Pursuant to the Law on Enterprises dated 26 November 2014;

Pursuant to the Law on Investment dated 26 November 2014;

Pursuant to the Law on Credit Institutions dated 16 June 2010;

On the proposal of the Minister of Planning and Investment ["MPI"]1;

The Government hereby issues a Decree on enterprise registration.

Article 1 Governing scope

Article 2 Applicable entities

This Decree applies to the following:

2. Individuals, groups of individuals and family households conducting registration of a household

3. Business registration offices ["BRO"].

5. Other organizations and individuals involved in enterprise registration.

 Allens - Vietnam Laws Online Database on www.vietnamlaws.com 5

In this Decree, the following terms are construed as follows:

 Allens - Vietnam Laws Online Database on www.vietnamlaws.com 6

Article 4 Principles for resolution of procedures for enterprise registration

Article 6 Letter requesting enterprise registration, and enterprise registration certificate

3. If an ERC, or a certificate of registration of the operation of a branch or representative office, or the

 Allens - Vietnam Laws Online Database on www.vietnamlaws.com 7

 Allens - Vietnam Laws Online Database on www.vietnamlaws.com 8

Article 9 Number of sets of application file for enterprise registration

Article 11 Delegation of authority to conduct procedures for enterprise registration

 Allens - Vietnam Laws Online Database on www.vietnamlaws.com 9

Article 12 Issuance of enterprise registration in accordance with back-up procedures

Article 13 Business registration office [BRO]

2. BROs shall have their own bank accounts and seals.

Article 14 Duties and powers of business registration office [BRO]

 Allens - Vietnam Laws Online Database on www.vietnamlaws.com 10

8. To register all the various forms stipulated by law.

Article 15 Duties and powers of district business registration office [DBRO]

2. To co-ordinate in the formulation, management and operation of an information system on household

4. To require household businesses to report on their business status when necessary.

5. To require a business household to temporarily suspend business in a conditional line of business

7. To register all the various forms stipulated by law.

Article 16 State administration of enterprise registration

 Allens - Vietnam Laws Online Database on www.vietnamlaws.com 11

(h) Conduct international co-operation in the enterprise registration sector.

2. The Ministry of Finance shall:

Registration of Enterprise Name

Article 17 Identical names and names causing confusion