With policies set on simplifying administrative procedures, and creating favorable conditions for business, the Government has promulgated Decree No. 108/2018/ND-CP (“Decree 108”) dated on 23 August 2018, amending Decree No. 78/2015/ND-CP on enterprise registration. Decree 108 has resolved many existing difficulties and complications regarding enterprise registration procedures, and further clarified several articles of Decree No. 78/2015. It is worth mentioning some highlights of Decree 108, which will take effect from 10 October 2018.
1. Affixing the seal to the enterprise registration dossiers is no longer required
Formerly, although there were no regulations compelling enterprises to affix their seals onto the dossiers and forms for registration, some competent authorities still demanded such form. Via Decree 108, this requirement has been ceased, allowing companies to avoid having their dossiers rejected due to not affixing their seals.
2. Notarization for individual authorization document is not compulsory when conducting enterprise registration
Despite the fact that the Civil Code, the Law on Enterprise or related guidelines do not require notarization of documents of authorization for individuals to carry out enterprise registration procedures, there have been incidents where enterprise registration authorities made things difficult for both the authorized person and the authorizer, due to the fact that such documents of authorization were not notarized. The newly promulgated regulation will solve this seemingly trivial but annoying problem.
3. Simultaneous registration procedures
This provision originates from Official Letter No. 6856/BKHDT-DKKD of the Ministry of Planning and Investment, which is specified in Article 1.5 of Decree 108. Accordingly, companies may concurrently register for conversion of enterprise type and other changes to enterprise registration, except in case of change of legal representative.
4. Simplifying dossier requirements for establishment registration of one member company limited
The dossier for establishment of one member company limited no longer requires the Charter, articles of association or equivalent documents of the owner which is an organization.
5. Lifting restriction on establishment of business location
Decree 108 has brought along a big breakthrough, facilitating the expansion plan of enterprises which are unable to set up a wide network of branches. Previously, companies were not allowed to set up business location except for provinces locating the head office or branch. Via this new Decree, companies can freely establish new business location in different provinces, helping them to expand their operation more easily.
6. Authorized person is allowed to use public digital signature for submitting enterprise registration dossier
Formerly, only the legal representative may use his public digital signature to submit enterprise registration dossier. Decree 108 now allows authorized persons to use public digital signature in enterprise registration dossier, instead of having to provide the hard copy ones.
7. Other changes regarding procedures and dossier
- According to Decree 108, in case of reduction in charter capital, enterprises are no longer required to submit their financial reports.
- Enterprises no longer need to submit hard copies of notification of seal specimen to the Enterprise registration office when applying for online notification procedure.
- Joint stock companies need to inform the Enterprise registration office regarding changes to the information of their founding shareholders, only when such founding shareholder has not paid or has only paid part of the registered amount of subscribed shares.
Undeniably, it is precise that Decree 108 has simplified the procedures of enterprise registration, contributing to the improvement of the investment and business environment in Vietnam.
