Enterprise Registration Certificate Modification
Enterprise Registration Certificate (ERC) is an official document which can be seen as proof showing your business is officially formed in Vietnam with approval from the Department of Planning and Investment (“DPI”). Information contained in the ERC can be adjusted as follows:
• Changing investor’s information
• Transferring capital to other investors
• Change investment capital
• Company name
• Company address
• Type of enterprise
• Business line
• Change the legal representative
SOME REGULATION YOU MIGHT CONSIDER
Investors can change or adjust the Enterprise Registration Certificate if it is necessary however government issued regulation regarding registration and notification of enterprise information. We listed some of them as follows:
• Language of the application – Enterprise registration application must be prepared in Vietnamese. The translation of documents in a foreign language must be notarized.
• Legalization of foreign documents – Legal document of foreign entities must be legalized (in Vietnamese: hợp pháp hóa lãnh sự).
• Cancelation of enterprise registration or Company Dissolution – Enterprises can request to cancel their enterprise registration application by submitting a written request to the Department of Planning and Investment if their application has not been approved in the National Portal. However, the Department of Planning and Investment has the right to accept or refuse such request.
• The legal status of enterprise – Depending on the status or procedures being conducts in relation to an enterprise, such enterprise may be tagged one of the following status: (i) temporary suspension of business, (ii) no longer active at the registered address, (iii) ERC being revoked due to tax management enforcement, (iv) on the progress of dissolution, being separated, merger or acquisition, (v) on the progress of bankruptcy, and (vi) being dissolved, bankrupted or terminated of existence, or (vii) active.
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• Decrease of charter capital – The company must submit its latest financial statements in the dossier for registering the capital decrease.
• Procedures for change in tax calculation method – In case the enterprise changes its method to calculate tax, it must conduct procedures with tax authority instead of informing its change on tax calculation method to the Department of Planning and Investment. Previously, all changes in the tax registration (including tax calculation method) can only be informed to the Department of Planning and Investment, then the DPI will transfer the changed information to the tax authority.
• Change of operation registration of the branch, representative office and business location
• Telephone number of company is required – Enterprise is required to add its telephone number in the application during its registration or notification of changes in enterprise registration if this information has not been provided before. Otherwise, the registration or notification of changes will be treated as invalid.
• Temporary suspension – Currently, there is no limit on the total period of temporary suspension. That means the enterprise can notify the Department of Planning and Investment of its intended temporary suspension any time, however, the temporary suspension period in each notification should not exceed one year.
PROCEDURE OF CHANGING YOUR ENTERPRISE REGISTRATION CERTIFICATE
The procedure of changing or adjusting the ERC is stated below:
1. Submit a written request for the change of the Enterprise Registration Certificate.
2. Relevant authorities will decide on the certificate adjustment within 15 working days upon the receipt of a complete and valid dossier.
3. Other documents necessary for application include the following:
• A copy of passport or identity card
• A copy of establishment certificate
• And more documents depending on the case such power of attorney, leasing contract, financial statements, tax reports,…
Most of investors coming to invest in Vietnam are more or less in trouble with the procedures to get licenses legally operating their business. To help investors avoid such mistakes, we provide efficient support for help them to get a good starting.
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