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NO.
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CONTENTS
(A)
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SANCTION OF VIOLATION
(B)
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LEGAL BASICS
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1
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MAKE SEAL AND REGISTER SAMPLE OF SEAL
Enterprise shall make seal and register seal sample in the Police Office of Administration Management on Social Order – the Police Department of the Provinces and Centrally-run cities. Enterprise may use the seal only after obtaining the certificate of seal sample registration.
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– A fine of between VND 2,000,000 and 3,000,000 shall be imposed for act of using the seal without registration of deposit of seal sample or certificate of seal sample registration; and
– Coercively recovering the seal.
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– A: Clause 2 Article 1 of Decree 31/2009/ND-CP;
– B: Article 12 of Decree 167/2013/ND-CP.
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2
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TAX REGISTRATION
Within ten (10) working days as from being issued with the Business Registration Certificate or the Investment Certificate, Enterprise must apply for tax registration.
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In case Enterprise applies for tax registration later than the prescribed deadline, depending on the nature and extent of violations, it shall be imposed:
– A warning; or
– A fine of between VND 400,000 and VND 2,000,000.
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– A: Clause 1 Article 4 of Circular 80/2012/TT-BTC;
– B: Article 7 of Circular 166/2013/TT-BTC.
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3
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PUBLICATION OF BUSINESS REGISTRATION CONTENTS
Within thirty (30) days as from the date of receiving the business registration certificate, enterprises must publish in the business website of the business registration office or in three (03) consecutive issues of a newspaper or electronic newspaper.
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– A fine of between VND 1,000,000 and VND 2,000,000 for acts of failing to disclose as prescribed or disclosing contents of enterprise registration on the national business registration portal later than the prescribed deadline; and
– Forcible disclosure of enterprise registration contents on the national business registration portal as prescribed.
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– A: Article 28 of Law on Enterprise 2005;
– B: Article 22 of Decree 155/2013/ND-CP.
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4
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HANGING THE ENTERPRISE NAME AT THE HEAD OFFICE
The enterprise name must be inscribed or hang at the enterprise’s head office, branch (es) and/or representative office(s) (if any).
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In case Enterprise fails to implement, it shall be imposed:
A fine of between VND 10,000,000 and VND 15,000,000; and
Forcibly hang the enterprise name at the head office, branches, and representative offices of the enterprise.
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– A: Article 31 of Law on Enterprise 2005;
– B: Article 32 of Decree 155/2013/ND-CP.
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5
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NOTIFICATION OF THE OPENING TIME
Enterprises must inform the business registration office of the opening time of their head offices within fifteen (15) days as from the date of receiving the business registration certificates.
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– A: Article of Law on Enterprise 2005.
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6
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SPECIALIZED PERMITS
For business lines with the Business Permits and the Certificate of Eligibility for Business, etc., required by law, collectively referred to as the Specialized Permits, Enterprise must apply for the Permit and may operates only after obtaining the Permit.
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A fine of between VND 5,000,000 and VND 10,000,000 shall be imposed for act of trading in goods or services under certain conditions without Certificate of Eligibility for Business or Practicing Certificate in accordance with provisions.
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– A: Clause 2 Article 7 of Law on Enterprise 2005;
– B: Article 8 of Decree 185/2013/ND-CP.
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7
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CAPITAL CONTRIBUTION AS COMMITTED
– For Limited Liability Company: the Owner and members must make capital contribution fully and on time as committed;
– For Joint-stock Company: Founding shareholders must pay in full for the subscribed shares within ninety (90) days as from the date that the company is granted a business registration certificate;
– For Partnerships: General partners and limited partners shall have to make capital contribution in full and on time as committed.
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In case Enterprise fails to make capital contribution fully and on time as registered, it shall be imposed:
– A fine of between VND 5,000,000 and VND 20,000,000; and
– Forcible registration of reducing the charter capital in accordance with regulations for the limited liability companies with two or more members or forcing to contribute full capital as registered for other forms of enterprises.
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– A: Article 42, Article 65, Article 84 and Article 131 of Law on Enterprise 2005;
– B: Article 23 of Decree 155/2013/ND-CP.
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8
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GRANT OF CAPITAL SHARE CERTIFICATES
For the limited liability companies with two or more members and Partnerships, members shall be issued a capital share certificate at the time of full contribution of capital amounts.
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In case Enterprise fails to grant certificates of contributed capital amounts to members in enterprise as prescribed, it shall be imposed:
– A fine of between VND 10,000,000 and VND 15,000,000; and
– Forcible grant of certificates of contributed capital amounts to members as prescribed.
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– A: Article 39 and Article 131 of Law on Enterprise 2005;
– B: Article 32 of Decree 155/2013/ND-CP.
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9
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MEMBER REGISTRATION BOOK AND REGISTER BOOK OF SHAREHOLDERS
Enterprise must make and retain a member registration book (for the limited liability companies with two or more members) or a register book of shareholders (for the Joint Stock Company).
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In case Enterprise fails to implement, it shall be imposed:
– A fine of between VND 10,000,000 and VND 15,000,000; and
– Forcibly make the member or shareholder registration book as prescribe.
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– A: Article 40 and Article 86 of Law on Enterprise 2005;
– B: Article 32 of Decree 155/2013/ND-CP.
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10
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NOTIFICATION ON THE PROGRESS OF CAPITAL CONTRIBUTION
– The limited liability companies with two or more members must inform in writing the progress of capital contribution to the business registration office within fifteen days as from the date of commitment to contribute capital;
– The Joint-stock Company must inform the business registration office about equity capital contribution within ninety days as from the date the company is granted a business registration certificate.
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In case Enterprise fails to inform, it shall be imposed:
– A fine of between VND 1,000,000 and VND 2,000,000; and
– Forcibly notify the provincial Department of business registration about contents as prescribed.
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– A: Article 39 and Article 84 of Law on Enterprise 2005;
– B: Article 30 of Decree 155/2013/ND-CP.
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11
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ESTABLISHMENT OF SUPERVISORY BOARD
– A limited liability company with eleven or more members must set up a Supervisory Board;
– A joint-stock company with more than eleven shareholders being individuals or with a shareholder being an organization holding more than 50% of total shares must also have the Supervisory Board.
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In case Enterprise organizes the Supervisory Board which is not right or has insufficient members as prescribed by law, it shall be imposed:
– A fine of between VND 1,000,000 and VND 2,000,000; and
– Forcible reorganization of controlling board in accordance with legislation.
In case Enterprise fails to set up the Supervisory Board, it shall be imposed:
– A fine of between VND 5,000,000 and VND 10,000,000; and
– Forcible establishment of Supervisory Board in accordance with law.
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– A: Article 46 and Article 95 of Law on Enterprise 2005;
– B: Article 33 of Decree 155/2013/ND-CP.
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12
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DECLARATION OF THE USE OF LABOR
– Within thirty (30) days from the date of operation commencement, an employer shall declare the use of labor to the Labor, War Invalids and Social Affairs Division or Department (for employers operating in industrial parks) of the locality where its/his/her head office, branch or representative office is located;
– Within thirty (30) days as from the date of concluding a labor contract, the employer shall submit social insurance participation dossiers to the social insurance organization;
– Biannually or annually, an employer shall report on labor changes to the Labor, War Invalids and Social Affairs Division or Department (for employers operating in industrial parks) of the locality where its/his/her head office, branch or representative office is located.
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In case Enterprise fails to report the employment and submit periodic reports on the change in employment, it shall be imposed:
– A warning; or
– A fine of from 500,000 VND to 1,000,000.
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– A: Article 8 of Decree 03/2014/ND-CP;
Clause 1 Article 1 of Decree 152/2006/ND-CP
– B: Article 25 of Decree 95/2013/ND-CP.
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13
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REPORT ON INVESTMENT ACTIVITIES, SUPERVISION AND EVALUATION OF INVESTMENT PROJECTS
The Investor must report on investment activities, supervision and evaluation of investment projects as prescribed.
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In case the Investor fails to report on investment activities, supervision and evaluation of investment projects, it shall be imposed:
– A fine of between VND 5,000,000 and VND 10,000,000; and
– Forcible implementation of reports on investment operation, report on supervision and evaluation of investment project as prescribed.
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– A: Article 2 of Circular 04/2011/TT-BKHDT
Article 17 of Decree 113/2009/ND-CP
– B: Article 10 of Decree 155/2013/ND-CP
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