An Enterprise Registration Certificate is considered an important legal document, and indispensable for an enterprise to conduct lawful business activities. What exactly is an Enterprise Registration Certificate? What are the conditions for its issuance, and what information does it contain? The following article by NPLaw provides essential insights for readers wishing to understand such issues in more detail.
I. Definition of an Enterprise Registration Certificate and its number
Pursuant to Clause 15, Article 4 of the Law on Enterprise 2020:
- An Enterprise Registration Certificate is a physical or electronic document recording information on the enterprise’s registration, issued by the business registration authority to the enterprise.
Accordingly, the Enterprise Registration Certificate is a legal document (legal instrument) that records the enterprise’s registration details, issued by the business registration authority for the purposes of management and formal recognition of the enterprise’s existence.
Based on Article 29 of the Law on Enterprise 2020 further regulates:
- An enterprise code (enterprise registration number) is a numerical sequence generated by the National Business Registration Information System, assigned to the enterprise upon establishment, and recorded on the Enterprise Registration Certificate. Each enterprise has a unique code that is not reissued to another enterprise.
Thus, the enterprise registration number refers to such a unique code. Upon establishment, the enterprise will be issued both the Enterprise Registration Certificate and the enterprise code. Likewise, household businesses are issued a Household Business Registration Certificate together with a unique household business code.
II. Contents of the current Enterprise Registration Certificate template
Under Article 28 of the Law on Enterprise 2020, the Enterprise Registration Certificate must contain the following primary details:
- Enterprise name and code, including:
+ Name in Vietnamese (in capital letters)
+ Name in foreign language (if any)
+ Abbreviated name (if any) - Address of the head office;
+ Phone number (if any)
+ Email (if any)
+ Fax (if any)
+ Website (if any) - Full name, contact address, nationality, and identification details of:
+ The legal representative of a limited liability company or joint-stock company;
+ General partners of a partnership;
+ The owner of a private enterprise;
+ For individual members: Full name, contact address, nationality, legal document number;
+ For organizational members: Registered name, enterprise code, and head office address. - Charter capital for companies, or investment capital for private enterprises. Accordingly, What is the charter capital of the company in words and numbers? For joint stock companies, there is an additional item on the par value and the total number of shares.
While these are the basic elements, the exact content may vary depending on the type of enterprise. The Enterprise Registration Certificate is issued solely by competent State administrative authorities to officially record fundamental details of the enterprise type and operational model. An enterprise may only commence operations upon receipt of the Enterprise Registration Certificate.
III. Conditions for issuance of the Enterprise Registration Certificate
Article 27 of the Law on Enterprise 2020 stipulates that an enterprise shall be issued an Enterprise Registration Certificate when the following conditions are met:
- The registered business lines are not prohibited under the Law on Investment;
- The enterprise name complies with Articles 37, 38, 39, and 41 of the Law on Enterprise;
- A complete and valid application dossier is submitted;
- The prescribed enterprise registration fee is fully paid.
1. Conditions regarding business lines:
The enterprise isn’t allowed to register business lines prohibited as defined by Article 6 of the Law on Investment 2020. For conditional business lines, the enterprise must meet statutory requirements prior to operation.
2. Conditions regarding enterprise name:
The enterprise name must comply with regulations in Articles 37, 38, 39 and 41 of the Law on Enterprise 2020, accordingly:
- The enterprise name in Vietnamese must comprise two elements in sequence: Type of enterprise, and Distinctive name. The distinctive name may contain letters of the Vietnamese alphabet, the letters F, J, Z, W, numerals, and symbols.
- The enterprise name must be displayed at the headquarters, branches, representative offices, and business locations. It must also be printed or written on transaction documents, dossiers, and publications issued by the enterprise.
- The enterprise name is not identical to or confusingly similar to existing registered ones. Use of names of State agencies, armed forces units, political organizations, socio-political organizations, socio-political-professional organizations, social organizations, or socio-professional organizations as part or all of the distinctive name is prohibited unless approved by the relevant organizations. Simultaneously, it isn’t allowed to use words or symbols violating historical traditions, culture, ethics, or public customs.
- It is necessary to comply with regulations on foreign language and abbreviated names of enterprises and names of its branches, representative offices and business locations.
3. Conditions regarding a valid dossier:
According to Clause 20, Article 4 of the Law on Enterprise 2020, a valid dossier is a dossier that has all the documents as prescribed by this Law and the contents of those documents are fully declared as prescribed by law. Accordingly, depending on the type of enterprise and the registration content, the entity must submit different types of documents in accordance with the requirements of the law. The founder is responsible for the truthfulness and accuracy of the contents declared in the registration dossier.
4. Payment of registration fees:
The founder must pay the business registration fee at the time of submitting the dossier according to the regulations of the Ministry of Finance stipulating the collection rate, collection method, payment, management and use of business information provision fees ,and business registration fees.
The registration fee can be paid directly at the business registration agency or transferred to the business registration agency's account. However, in the case of business registration via the electronic system, the law stipulates exemption from fees and charges (Clause 3, Article 5, Circular 47/2019/TT-BTC).
IV. Questions on the Enterprise Registration Certificate
1. Competent authorities for issuing the Enterprise Registration Certificate:
Article 14 of Decree 01/2021/ND-CP specifically stipulates the competent authority to issue business licenses in provinces and centrally run cities, including:
- The competent authority to issue Enterprise Registration Certificates at the provincial level is the Business Registration Office under the Department of Planning and Investment. The Business Registration Office may organize points for receiving dossiers and returning results under the Business Registration Office at different locations in the province.
- At the district level, the Finance - Planning Office under the People's Committee at the district level shall be responsible for issuing Certificates.
2. Timeframe for issuance for the Enterprise Registration Certificate:
As stipulated in Article 33 of Decree No. 01/2021/NĐ-CP, the Enterprise Registration Certificate shall be issued within three (03) working days from the date of receipt of a valid dossier.
After completing the application procedure, if the application is invalid due to incorrect information or the expected enterprise name not in accordance with regulations, the business founder will receive a written notice of the content that needs to be amended. The person receiving the notice must adjust and supplement the information within 03 working days from the date of receiving the application from the Business Registration Office.
3. Is the Enterprise Registration Certificate the same as a business license?
- Regarding the Enterprise Registration Certificate recorded in Clause 15, Article 4 of the Law on Enterprise 2020, it is a document or electronic copy that the Business Registration Authority issues to the enterprise recording information on business registration.
- A business license is a license for individuals and organizations to conduct business activities. Such a license is issued when all business registration conditions are met according to the provisions of law.
Accordingly, the Enterprise Registration Certificate is not a business license. The Certificate records the enterprise’s registration details, while a business license is required for entities engaging in conditional business lines and is typically issued after the Enterprise Registration Certificate.
4. Can the enterprise operate with only the Enterprise Registration Certificate without the business license?
According to the above analysis, the business license is a type of document required for business entities in conditional industries. Accordingly, for enterprise entities in non-conditional industries, only the Enterprise Registration Certificate is required to operate legally in the market.
As for entities in conditional industries, if they do not have the business license, meaning they do not meet the conditions prescribed by law, they will be considered a violation and must cease production and business activities.
5. What does the enterprise implement if the Enterprise Registration Certificate is lost?
Loss of the Enterprise Registration Certificate is not subject to fines but requires a reissuance procedure. Under Clause 1, Article 68 of Decree No. 01/2021/NĐ-CP, the enterprise may request reissuance by submitting a written request to the Business Registration Office where its head office is located. The reissued Certificate must be provided within three (03) working days from receipt of the request.
If you wish to establish a company or a business store, and need advice on issues related to Enterprise Registration Certificates or business licenses, please contact us at NPLaw. All your problems will be resolved in the fastest time with the most economical cost.
