On December 1st, 2015, the Department of Planning and Investment promulgated Circular no. 20/2015/TT-BKHDT (“Circular 20”) regarding enterprise registration along with the forms to be used for the enterprise registration.
According to this Circular, unlisted joint-stock companies have the duty to notify the business registration agency regarding changes of shareholders being foreign investors (regardless of whether they are founding shareholders or not). The Dossiers shall be in compliance with the provisions of Decree no. 78/2015/ND-CP, however the decisions and valid copies of the minutes for meetings of the General Meeting of Shareholders on changes of the shareholders being foreign investors are only required in the case founding shareholders who are also foreign investors transferred their ordinary shares to persons who are not founding shareholders of the company within 03 years from the date of issuance of the Enterprise Registration Certificate (“ERC”).
With regard to issuance of the ERC replacing the contents of business registration in the Investment Certificate, the Investment License and equivalent documents (“IC”), the enterprise submit its application to the Business Registration Division where its headquarters is located. The dossier includes: (i) valid copies of the IC; (ii) valid copies of the Certificate of Tax Registration; (iii) a request for supplement, update of enterprise registration information. When the enterprise changes the enterprise registration contents, the dossiers need to include the above-mentioned documents and the equivalent document as stipulated in Decree no. 78/2015/ND-CP.
In addition, this Circular also allows the enterprise to replace the meeting minutes of the Members Council of a limited liability company (“MC”) and of the General Meeting of Shareholders of a joint-stock company (“GMS”) with a report on the ballot result of the MC and a voting record of the GMS when the MC and the GMS adopts proposal through written opinions.
The Circular 20 also details the entities of the Police authorities entitled to require the enterprise not to implement the changing registration of the enterprise registration contents, including: investigation authorities, the Heads, Deputy Heads of investigation authorities and Investigators under the Code on Criminal Procedure.
This Circular takes effect on January 15th, 2016, replacing Circular no. 01/2013/TT-BKHDT.