Procedures for cooperative registration: conditions, dossiers, and processing time

I. Overview of the Cooperative Registration Certificate

Pursuant to Clause 3 Article 4 of the Law on Cooperatives 2023, a Cooperative Registration Certificate is a document (in original or electronic form) recording information on the registration of a cooperative or a cooperative union, issued by the business registration authority.

II. Legal regulations on the Cooperative Registration Certificate

1. What is a Cooperative Registration Certificate?

Pursuant to Clause 3 Article 9 of Decree No. 92/2024/ND-CP, a Cooperative Registration Certificate is a legal document issued by a competent authority to a cooperative or cooperative union, certifying that the cooperative has been duly registered for establishment in accordance with the law.

However, a Cooperative Registration Certificate is not a business license. Rather, it is a document certifying the legal entity status and tax registration of the cooperative, thereby enabling the cooperative to conduct its activities in accordance with legal regulations.

2. What conditions must be satisfied to be granted the Cooperative Registration Certificate?

Article 44 of the Law on Cooperatives 2023 provides that, to be granted a Cooperative Registration Certificate, the following conditions must be satisfied:

• The registered business lines must not fall within sectors prohibited from investment and business;
• A valid registration dossier must be submitted;
• The name of the cooperative or cooperative union must comply with the provisions of Article 15 of Decree No. 92/2024/ND-CP;
• Registration fees must be fully paid in accordance with the law on fees and charges.

3. What are the procedures and dossiers for issuance of the Cooperative Registration Certificate?

Dossier components:

Pursuant to Article 42 of the Law on Cooperatives 2023, to register the establishment of a cooperative, the authorized person must prepare a complete dossier comprising the following documents:

• Application for registration of establishment;
• Charter;
• Resolution of the founding meeting;
• List of official members and capital-contributing associate members;
• List and personal identification numbers of the legal representative(s) who are Vietnamese nationals; list and copies of legal documents of the legal representative(s) who are foreign nationals;
• Copy of the Investment Registration Certificate (in case the individual is a foreign investor);
• Copy of the Investment Registration Certificate for the project establishing the cooperative, in cases where the cooperative is established with the participation of a foreign investor or an economic organization with foreign investment capital, in accordance with investment laws.

Procedures for issuance:

• Submission of dossier: The cooperative submits the registration dossier to the cooperative registration authority at the district or provincial level where the headquarters is located.
• Receipt and examination: The competent authority examines the validity and completeness of the dossier.
• Issuance of the Certificate: Within 03 working days from the date of receipt of the complete and valid dossier, the registration authority shall issue the Cooperative Registration Certificate.
• Refusal: If the dossier is invalid or fails to satisfy statutory conditions, the registration authority shall issue a written notice stating the reasons for refusal and providing guidance on amendment or supplementation of the dossier.

Note: After being granted the Certificate, the cooperative must implement public disclosure procedures in accordance with legal regulations.

III. Questions regarding the Cooperative Registration Certificate

1. Are there limitations on business lines when applying for the Cooperative Registration Certificate?

The business lines of the cooperative must not fall within sectors prohibited from investment and business.

Article 6 of the Law on Investment 2020 stipulates prohibited investment and business sectors, including:

• Trading in narcotic substances specified in Appendix I of the Law;
• Trading in certain chemicals and minerals specified in Appendix II of the Law;
• Trading in specimens of wild flora and fauna sourced from nature as specified in Appendix I of the Convention on International Trade in Endangered Species of Wild Fauna and Flora (CITES); specimens of endangered, precious, and rare forest plants, forest animals, and aquatic species of Group I sourced from nature as specified in Appendix III of the Law;
• Prostitution business;
• Trading in persons, human tissues, corpses, body parts, or human fetuses;
• Business activities related to human cloning;
• Trading in fireworks;
• Debt collection services.

In addition, for conditional business lines, cooperatives must satisfy all statutory conditions before commencing operations.

2. How can the cooperative change its operating model after obtaining the Cooperative Registration Certificate?

Pursuant to Article 45 of Decree No. 92/2024/ND-CP on registration of changes to branch, representative office, or business location registration contents, a cooperative may change its operating model through procedures for registration of changes with the business registration authority.

A cooperative must register changes to the contents of its Cooperative Registration Certificate when there is a change to any of the information specified in Clauses 1, 2, and 5 Article 45 of the Law on Cooperatives 2023, or when the charter capital changes by 5% or more of the charter capital or by 1 billion VND or more, or upon reorganization of the cooperative or cooperative union.

3. What obligations must the cooperative execute after being granted the Cooperative Registration Certificate?

Article 49 of the Law on Cooperatives 2023 provides that, after issuance of the Cooperative Registration Certificate, the business registration authority must publish the cooperative’s registration information on the electronic information system, including the contents of the Certificate and registered business lines. If there are changes to the contents of the Certificate, such changes must be notified and published within 30 days from the date the dossier is accepted. This regulation aims to ensure transparency and publicity in cooperative operations, enabling stakeholders to easily access relevant information.

4. How long does it take to process a dossier for issuance of the Cooperative Registration Certificate?

Pursuant to Clause 4 Article 42 of the Law on Cooperatives 2023, the processing time is regulated as follows:

• Processing time: Within 03 working days from the date of receipt of a valid dossier, the business registration authority shall consider and issue the Cooperative Registration Certificate.
• Invalid dossier: The business registration authority must notify in writing the contents requiring amendment or supplementation to the authorized person registering the establishment of the cooperative.
• Refusal: In case of refusal to issue the Certificate, the business registration authority must notify in writing and clearly state the reasons.

It should be noted that the processing time is calculated only from the date the business registration authority receives a complete and valid dossier.

5. Is a cooperative required to dissolve when its Cooperative Registration Certificate is revoked?

Pursuant to Article 97 of the Law on Cooperatives 2012, the cooperative shall have its Cooperative Registration Certificate revoked in the following cases:

• Dissolution, bankruptcy, consolidation, or merger;
• Untruthful or inaccurate declarations in the registration dossier;
• Abuse of the cooperative’s name to conduct illegal activities;
• Operation in prohibited business lines;
• Operation in conditional business lines without satisfying statutory conditions;
• Failure to register a tax identification number within 01 year from the date of issuance of the Cooperative Registration Certificate;
• Relocation of the headquarters to another locality different from the registered one within 01 year without registration with a competent State authority.

Accordingly, when the cooperative has its Cooperative Registration Certificate revoked due to falling within one of the above cases, it shall be dissolved in accordance with the law.

6. Is the Cooperative Registration Certificate also the tax registration certificate of the cooperative?

Pursuant to Article 9 of Decree No. 92/2024/ND-CP, the Cooperative Registration Certificate is a document (in paper or electronic form) issued by the business registration authority, recording information on business registration and tax registration of the cooperative. Accordingly, the Cooperative Registration Certificate concurrently serves as the tax registration certificate of the cooperative.

IV. Legal consulting services relating to the Cooperative Registration Certificate

The above constitutes all detailed information provided by NPLaw to support our clients regarding the Cooperative Registration Certificate. Should you have any further inquiries relating to the above matters or other legal issues, please contact NPLaw for direct consultation and guidance from our professional team.