In certain circumstances, a company that has temporarily suspended its business operations may need to conduct operations earlier than expected due to new business opportunities, the necessity of entering into new contracts, or asset liquidation requirements. How should “ registration for continuously conducting business operations" be understood, and what legal issues are associated with such a process? NPLaw will explain the current legal provisions governing such a registration with the below article. 

I. Understanding registration for continuously conducting business operations

Registration for continuously conducting business operations refers to a procedure that an enterprise must undertake after the expiration of its registered suspension period in order to conduct operations. Such a procedure requires the enterprise to provide information regarding its members, business lines, charter capital, and other relevant details to the competent State authority.

In practice, the registration procedure varies across jurisdictions. In many countries, enterprises are required to comply with applicable business laws and meet certain regulatory requirements, which may include submission of documents, tax and fee obligations, compliance with safety and environmental standards, and adherence to labor regulations.

Some common issues in practice include:

  • Complex registration procedures: The registration may be complicated, requiring numerous documents and information, thus consuming significant time and resources, particularly in countries with complex regulatory systems.
  • Registration costs: The process may incur costs such as registration fees, processing fees, and related expenses, affecting the enterprise’s financial resources.
  • Regulatory compliance: Enterprises may be required to meet specific conditions imposed by competent authorities, such as compliance with safety, environmental, and labor regulations.
  • Legal risks and sanctions: Failure to comply with the registration requirements or the provision of inaccurate information may expose enterprises to legal risks, including revocation of business licenses or administrative fines.

In summary,the registration for continuously conducting business operations is a common process in corporate activities. However, it may involve legal, administrative, and financial difficulties. Enterprises must be fully aware of applicable requirements to ensure compliance with the Law and maintain effective operations.

II. Legal provisions on the registration for continuously conducting business operations

1. Procedures for the registration for continuously conducting business operations

Pursuant to Article 66 of Decree No. 01/2021/ND-CP:

  • If an enterprise, and its branch, representative office, or business location intends to suspend or conduct operations earlier than previously notified, it must notify the Business Registration Office where its registered address locates no later than three (03) working days prior to the suspension or operation date. In addition, in case there is a need to extend the suspension beyond the previously notified period, the enterprise must likewise notify the Business Registration Office at least three (03) working days before the continuous suspension date.
  • Upon receiving an application dossier, the Business Registration Office shall issue a receipt, verify the validity of such a dossier, and provide a written confirmation of suspension or continuous operations within three (03) working days from the date of receiving such a valid application dossier.
  • An enterprise may simultaneously request a registration for continuous business for itself and its branches, representative offices, or business locations.

2. Dossier for the registration for continuously conducting business operations

The dossier for continuous business registration includes:

  • Notice of early business operations (Form II-21, Circular No. 02/2019/TT-BKHĐT);
  • Decision on early business operations (according to regulated template);
  • Certified copy of the minutes of the Members’ Council meeting (for multiple-member limited liability companies), the Board of Directors (for joint stock companies), or the partners’ meeting (for partnerships);
  • Power of attorney for the authorized person implementing the procedure (not required if conducted by the legal representative).

III. Questions on the registration for continuously conducting business operations

1. Processing time

According to Article 66 of Decree No. 01/2021/ND-CP, the Business Registration Office shall review the validity of a dossier and issue a written confirmation of continuous business operations within three (03) working days of receiving such a valid dossier. In case, the dossier is incomplete or invalid, the Business Registration Office shall notify the applicant via email and online account for supplementation or amendment.

2. Is it required to notify of the registration for continuously conducting business operations? What are the sanctions for failure to notify?

Pursuant to Clause 1 Article 206 of the Law on Enterprise 2020:

  • An enterprise must notify the Business Registration Office in writing no later than three (03) working days prior to the date of suspension or continuous business operations earlier than previously notified.

Accordingly, enterprises are required to notify in writing at least three (03) working days in advance.

If notification is not made, enterprises shall be sanctioned under Article 50 of Decree No. 122/2021/ND-CP:

  • A fine ranging from 10,000,000 VND to 15,000,000 VND for failing to notify (including notification in overdue) regarding suspension or continuous business operations;
  • Remedial measure: It is obliged to obtain a notification to the Business Registration Office regarding the suspension or continuous business operations.

3. The Certificate’s contents of the registration for continuously conducting business operations

Appendix V-13 issued together with Circular No. 01/2021/TT-BKHĐT provides the template for the Certificate of continuous business registration, which includes:

  • Name, address, and contact details of the Business Registration Office;
  • Name of the enterprise and its enterprise code;
  • Information on the Enterprise Registration Certificate;
  • A written confirmation of continuous business operations for the enterprise and all its branches, representative offices, and business locations (if applicable), stating the effective operation date;
  • A written confirmation of continuous business operations for the enterprise and certain specified branches, representative offices, and business locations (if applicable), stating the effective operation date;
  • Details of the relevant branches, representative offices, and business locations.

IV. Advisory services on the registration for continuously conducting business operations

The above provides detailed information from NPLaw to support clients in relation to continuous business registration. Should you have any further questions concerning this issue or other legal matters, please contact NPLaw for direct consultation and guidance from our team of experienced lawyers and legal specialists.