2020 Enterprise Law has effected on 01/01/2021 guided by Decree no.01/2021/NĐ-CP effected on 04/01/2021 about registration of enterprise establishment, having some new regulations such as the content of online enterprise registering. In this Article, KAV Lawyers will supply some information to guide on enterprise registering in accordance with the 2020 Enterprise Law and the Decree, also about register changes to enterprise registration information such as change on enterprise’s name, legal representative, increase/decrease the company charter capital, the business sector. This article will be divided into 02 sectors for convenient on reading.
I. Procedure of registration of enterprise establishment
Individuals, organizations have demand on enterprise establishment all preparing the full documentary and give it to authorized party sign in before handing it to the authorized agency. Depending on each type of enterprises, the document need to prepare more or less, simple or complicated. Nevertheless, in basic, it will include these documents as follows:
-The enterprise registration application form;
-The copies of legal document of individuals for legal representative of the company;
-The copies of legal document of organizations for the members and shareholders are organization (note that for the member, shareholder is organization, the copies of legal document of organization must be consular legalization);
-The copies of legal document of individual for authorization representative;
-The authorized document (in case the authorized person was sent to participate in transaction);
-Certificate of investment registration for the company was established and invested by foreign investor or the economy organization having foreign invested capital in accordance with 2020 Law on investment;
-Several internal documents such as:
+Company’s charter capital;
+The member’s list of Limited Liability Company, Partnerships;
+The founding shareholder’s list and the foreign investor shareholder’s list of the joint stock company.
After preparing the document fully, the company’s founder or the authorized person conducting the procedure of business registering can submit the document by:
-Directly registering at business registration authorization (Department of plan and investment, business registration office where the company having headquarter);
-Registering by post;
-Online enterprise registration (National enterprise registration information system, website: https://dangkykinhdoanh.gov.vn/vn/Pages/Trangchu.aspx.).
About the content of online enterprise registering, 2020 Law on enterprise stipulated that “An online enterprise registration application shall contain the information prescribed in this Law and has the same legal value as a physical one”. Therefore, 2020 Law on enterprise has admitted the legal value of online enterprise registration document, this helps a lot in reducing the administrative procedure for a company, push the operation process up. So how is a valid online document? About this issue, Decree no. 01/2021/ND-CP, guiding on business registering also stipulated that “A valid online enterprise registration document is a document full of papers and contents of papers declared in accordance with paper documents and showed in online documents”. E-documents are also stipulated in this Decree, which is a document in the form of a data message created or digitalized from paper documents and accurately expressing the integrity of the contents of paper documents, electronic documents can be formatted “.doc” or “.docx” or “.pdf. Regarding the signature of the authorized person, the Decree stipulates that “The authorized person signs the registration document can use the digital signature or sign directly on the paper document and then scan the paper document in accordance with the format of the electronic document”.
Regarding the examination and verification of documents, Decree no. 01/2021/ND-CP stipulates that “Documents of online enterprise registration must be authenticate by digital signatures or business registration accounts of authorized people signing written request for enterprise registration, or the person authorized by the authorized person to carry out the enterprise registration procedures”, compared to the previous Decree, although there is also a provision on submission of online enterprise registration, after submitting the documents, the enterprise must also go to the Business Registration Office to submit an additional set of paper documents enclosed with the previously issued documents receipt for comparison , compare with the copy that the enterprise has sent by online account. This authentication process is an inefficient step in the registration process, not optimizing the purpose of the online registration method.
Regarding the addition of registration information, according to the previous Decree, the time limit for enterprises to supplement documents when receiving additional notices is 30 days, according to the Decree guiding the 2020 Law on Enterprises, the time limit for amending and supplementing online business registration documents is 60 days from the date the Business Registration Office issued a notice requesting amendments, additional records. After the above-mentioned time limit, if the enterprise’s amended or supplemented documents are not received, the Business Registration Office shall cancel the document according to the process on the National Enterprise Registration Information System.
Within 03 working days after receiving the documents, the business registration office shall consider the validity of the enterprise registration documents and grant the enterprise registration; in case of invalidity, the business registration office must notify in writing the contents to be amended and supplemented to the enterprise founder.
Therefore, with the change of the 2020 Law on Enterprises, guided by Decree 01/2021/ ND-CP, enterprises can easily online-apply, reducing administrative procedures, saving more time for businesses.
According to the 2020 Law on Enterprises, enterprises are not required to notify the seal form to the business registration office, in addition, the 2020 Law on Enterprises stipulates that the enterprise’s seal can also in the form of a digital signature, the enterprise has the right to choose to use a digital signature in accordance with the law on e-transactions and digital signatures. Regarding the issue around digital signature KAV Lawyers also mentioned in the previous article, if you are interested, you can read at www.kavlawyers.com.
In case of having any questions about the order and procedures for establishing a business, you can send information to the following contacts:
Số điện thoại: (+84) 28 6270 7075 or (+84) 949 761 861
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