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The head office of a foreign-invested company can also be the location of the company’s project. When a foreign-invested company wishes to change its headquarters, one of the following two cases should be noted.

• Only change the head office of the company without changing the location of the project. In this case, the company only needs to change the Certificate of Business Registration (in case the foreign-invested company has separated the Investment Registration Certificate and the Enterprise Registration Certificate).

• Changing the address of the company’s head office and at the same time changing the location of the company’s project as recorded on the Investment Registration Certificate.

Note:

• Unlike companies with Vietnamese capital, foreign-invested companies are managed by the Tax Department (for companies that have both an Investment Registration Certificate and an Enterprise Registration Certificate). Therefore, when the company needs to change the head office to another district, it does not have to confirm the tax obligation like a domestic company.

• The head office of a foreign-invested company must not be an apartment building or a group house.

• The location of the project implementation for companies with production activities must be a factory and must meet the regulations on environment, fire prevention. The lessor must have enough conditions to lease the factory including: the function of real estate business and redundant factory lease as shown on the Certificate of Business Registration and the Certificate of Land Use Right.

Documentary Editorial Board, DBRC, Dong Du International Accounting & Legal Consulting Group Vietnam, A member of OneSMP Singapore, Southeast Asia Business Consulting Network (www.japanvietnam.com.vn) 

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Conditions for enterprise dissolution:

• The term of operation stated in the company’s charter expires without a decision on extension;
• According to the decision of the business owner, for a private enterprise, of all general partners, for a partnership, of the Members’ Council, of the company owner, for a limited liability company, of General Meeting of Shareholders for joint-stock companies;
• The company no longer meets the minimum number of members as prescribed by this Law for a period of 06 consecutive months without carrying out procedures for transformation of enterprise type;
• The enterprise registration certificate has been revoked.

The enterprise only dissolves when ensuring payment of all debts and other property obligations and the enterprise is not in the process of settling disputes at court or arbitration.

………………………………………………………………………………

Order and procedures for dissolution of FDI enterprises:

Step 1: Terminate the investment project

• The company sends the decision to terminate the operation of the investment project (enclosed with the Investment Registration Certificate) to the Investment Registration Authority within 15 days from the date of the decision.
• The expected time to complete the termination of investment projects is 15 working days from the date of submission of valid dossiers.

Step 2: Approving the decision to dissolve the enterprise:

The decision includes:

• Name and address of the head office of the enterprise;
• Reason for dissolution;
• Time limit and procedures for contract liquidation and payment of debts of the enterprise; the time limit for debt payment and contract liquidation must not exceed 06 months from the date of approval of the dissolution decision;
• The plan to handle obligations arising from the labor contract;
• Full name, signature of the legal representative of the Enterprise

Step 3: Within 07 working days from the date of approval of the dissolution decision, the enterprise must:

• Send Notices, Decisions and valid copies of Meeting Minutes of the Members’ Council to the Business Registration Office;
• Send the dissolution decision and meeting minutes to the tax authorities and employees in the enterprise;
• Post the dissolution decision on the National Enterprise Registration Portal and must be publicly posted at the head office, branch, representative office (if any) of the enterprise.
• In case the enterprise has unpaid financial obligations, it must enclose the decision on dissolution of the debt settlement plan to its creditors, persons with related interests and obligations.

Step 4: The enterprise proceeds to liquidate its assets

Step 5: Proceed with the procedure to close the company tax code

• The enterprise sends an official letter to the tax office (with a notarized copy of the Business Registration Certificate and the Tax Registration Certificate) to request tax finalization and tax identification.

Step 6: Procedures at the business registration office

• Within 7 days from the date of payment of all debts of the company, the legal representative of the company must send the dissolution registration dossier to the provincial business registration office where the company’s head office is located or through the National Business Registration Portal at dangkytinhdoanh.gov.vn.
• Note: In case the customer uses the seal issued by the police agency, the customer is responsible for returning the seal, the certificate of seal sample registration to the police agency for issuance of a certificate seal has been revoked.
• Implementation time: after 180 days from the date of sending the dissolution decision to the Department of Planning and Investment, if there is no objection from the parties, within 5 working days the Business Registration Authority shall update the legal status of enterprises on the National Business Registration Database.

 Documentary Editorial Board, DBRC, Dong Du International Accounting & Legal Consulting Group Vietnam, A member of OneSMP Singapore, Southeast Asia Business Consulting Network (www.japanvietnam.com.vn) 

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According to the provisions of Clause 2, Article 185 of the Labor Code 2019, the number of labor arbitrators of the Labor Arbitration Council is decided by the Chairman of the provincial People’s Committee, at least 15 people, while the old law stipulates that the number of members of the Labor Arbitration Council is odd and must not exceed 07.

According to Article 187 of the Labor Code 2019, agencies, organizations and individuals competent to settle individual labor disputes include:

• Labor mediators;
• Labor Arbitration Council (new regulations);
• The People’s Court.

The old law stipulates that agencies and individuals competent to settle individual labor disputes include labor mediators and the people’s courts.

Individual labor disputes are not required to be resolved through the mediation procedure of the labor conciliator before being referred to the Labor Arbitration Council or Court for resolution (Article 188) as in the previous law.

Pursuant to the provisions of Clause 2, Article 190 of the Labor Code 2019, the statute of limitations for requesting the Labor Arbitration Council to settle an individual labor dispute is 09 months from the date of discovering the behavior that the disputing party believes that the rights and interests their legitimate interests are violated (new regulations). By the old law, the statute of limitations is one year.

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Documentary Editorial Board, DBRC, Dong Du International Accounting & Legal Consulting Group Vietnam, A member of OneSMP Singapore, Southeast Asia Business Consulting Network (www.japanvietnam.com.vn) 

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The Enterprise Law 2020 takes effect from January 1, 2021 with many new points, amendments, supplements and annulments compared to the 2014 Enterprise Law.

Currently, because the company’s charter is issued based on the 2014 Enterprise Law, there will be many different contents from the Enterprise Law 2020, leading to the conflict of not knowing which document to apply when problems arise.

Because the company’s charter is not included in the enterprise registration certificate, when amending or supplementing, the enterprise does not need to carry out notification procedures to the business registration agency.

Thus, enterprises need to amend the company’s charter when the Enterprise Law 2020 takes effect. The change procedure will be carried out within the company without having to notify the business registration agency.

 https://luatvietnam.vn/

Documentary Editorial Board, DBRC, Dong Du International Accounting & Legal Consulting Group Vietnam, A member of OneSMP Singapore, Southeast Asia Business Consulting Network (www.japanvietnam.com.vn) 

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This is the content of Decree 31/2021/ND-CP detailing and guiding the implementation of the Investment Law 2020. Specifically, promulgated together with the Decree is the list of industries and professions eligible for investment incentives in the Appendix. II, in which, adding a number of industries, for example, in the field of Agriculture in the group of investment incentives, additional things:

• Invest in the production of biological plant protection drugs;
• Production of organic fertilizers;
• Scientific research activities and technology transfer to develop organic distribution;
• Cultivation and processing of agricultural, forestry and fishery products in the form of linkages in the product chain or in the form of organic agricultural production;
• Producing handicrafts, bamboo and rattan products, ceramics, glass, textiles, yarns, embroidery, knitting;
• Scientific research and technological development in the field of science and technology;
• Breeding original livestock breeds, conserving genetic resources of precious and rare livestock breeds and indigenous breeds.

Decree 31/2020/ND-CP takes effect from March 26, 2021.

Documentary Editorial Board, DBRC,

Dong Du International Accounting & Legal Consulting Group Vietnam, A member of OneSMP Singapore, Southeast Asia Business Consulting Network

(www.japanvietnam.com.vn)                                                                 #setting up company in Vietnam#Outsourcing accounting & tax #legalconsulting #coaching#humanresources#investigating market and goods.

For housing construction investment projects, according to Clause 2, Article 18 of Decree No. 99/2015/ND-CP detailing and guiding the implementation of a number of articles of the Law on Housing (amended and supplemented at Clause 5, Article 1 of Decree No. 30/2021/ND-CP), the investor with the right to use the land shall have the investment policy approved and concurrently identify that investors who can run the commercial housing construction project, have to sastify all the following conditions.

• Having the legal right to use residential land;
• Having the lawful right to use residential land and other types of land permitted by a competent state agency to change the land use purpose to residential land;
• Receive the transfer of residential land use rights in accordance with the law on land to build commercial houses.

Documentary Editorial Board, DBRC,

Dong Du International Accounting & Legal Consulting Group Vietnam

Southeast Asia Business Consulting Network

(www.japanvietnam.com.vn)                                                                  #setting up company in Vietnam#accounting #tax #legalconsulting #coaching#humanresources