Written By PLF Law Firm

To prevent administration fines resulted from incorrect and inadequate compliance with provisions of laws, PLF suggests that newly established enterprises should give heed to the following matters:

1. Disclosure of business registration contents: Within 30 days since the establishment or amendment to business registration contents, enterprises must post their business registration information on the National Business Registration Portal (NBRP). In case of failed or improper compliance with the provisions, enterprises are fined with 1 million to 2 million VND and are required to publish their business registration contents on the NBRP in pursuant to laws.

2. Company seal carving and seal sample registration: Enterprises may have new seals engraved and seal samples registered at the Police departments of provinces and cities under the central government. Only after being granted a Seal Sample Registration Certificate (SSRC) may the enterprises be permitted to use the seals. Utilizing corporate seals without the SSRC will result in a 2 million to 3 million VND fine and confiscation of such seals.  

3. Tax registration: Within 10 working days since the granting of Business Registration Certificate (BRC) or Investment Certificate, enterprises must contact Tax authorities to perform tax registration. In case of tardy submission of tax registration dossier, enterprises will face warnings or penalties amounting from 400 thousand to 2 million VND, depending on the nature and extent of the violation. 

4. Display of business name: The enterprise’s name must be displayed properly at its head office, branches, and representative offices (if any). If fail to comply with the requirement, enterprises are fined with 10 million to 15 million VND and required to display their business names in accordance with laws. 

5. Announcement of opening hours: Within 15 days commencing from the day when the BRC is granted, enterprises must announce the opening hours at their head office to business registration authorities.

6. Sublicenses: In regards of business sectors required by law to have business license or certificate of eligible business, etc. (collectively referred to as “sublicenses”), enterprises must apply for permission and may only start operating once approved by competent authorities.

7. Capital contribution commitment: Depending on each business entity, enterprises contribute capital as follows: 

– Limited liability company (LLC): The company owner or its members must contribute capital as adequately and punctually as committed.

– Joint stock company: The founding shareholders are obliged to fully pay for the shares they committed to purchase within 90 days since the enterprise is granted a BRC. 

In case of inadequate and unpunctual contribution of the registered capital amount, enterprises will face fines ranging from 5 million to 20 million VND. In addition, multi-member LLCs are required to register for charter capital reduction while other business entities are obliged to fully contribute the registered amount of capital.

8. Issuance of certificate of capital contribution: Multi-member LLCs must grant their members the certificate of capital contribution at the time capital is contributed. If fail to issue, enterprises are fined with 10 to 15 million VND.

9. Registry book of members and registry book of shareholders: Enterprises must issue and conserve the registry book of members (for multi-member LLCs) or the registry book of shareholders (for joint stock companies). Any enterprise failing to comply with the requirement is subject to a fine ranging from 10 million to 15 million VND and is required to issue registry books of members or shareholders as regulated by laws.

10. Announcement of capital contribution progress: Multi-member LLCs must notify, in writing, business registration authorities of their capital contribution progress within 15 days commencing from when they commit to contribute capital. As for joint stock companies, capital contribution progress must be disclosed to business registration authorities within 90 days since the granting of BRC. The penalties applied to failed announcement of capital contribution progress amount from 1 million to 2 million VND. In addition, enterprises are required to notify the provincial business registration office of the prescribed contents.

11. Establishment of Control Board: LLCs with 11 members and more must establish an Control Board. It is also mandatory for joint stock companies with more than 11 shareholders being individuals or shareholders being organizations holding more than 50% of the company’s total shares to have a Control Board. Enterprises without Control Board are fined with 5 million to 10 million VND and obliged to establish a Control Board in compliance with laws.

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