Vietnam Business Law

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New amendments to business registration regulations

On 9 January 2013, the Government issued Decree 5/2013 amending and supplementing a number of business registration regulations. Decree 5/2013 will take effect from 25 February 2013. The business registration regulations deal with various corporate aspects of a company including incorporation registration, change of important corporate details such as name, address, and change to capital of the company. The amendments are short but include two important changes:

  • Decree 5/2013 expressly allows a company to register for business lines which are not listed in the list of economic sectors issued by the Prime Minister. Under the existing regulations, a company needs to declare its business lines according to, among others, a list of economic sectors. The list of economic sectors is originally intended for statistical and classification purpose only. However, certain business registration authorities have refused to register business lines not set out in the list of economic sectors due to the lack of an express provision to the same effect.
  • Decree 5/2013 includes more disclosure requirements. In particular, a company is required to publish its business registration details on the business registration portal managed by the Ministry of Planning and Investment. Having a central registry to maintain all business registration details will be useful for investors or third parties who want to verify the existence and other information of a company in Vietnam. A joint stock company issuing new shares to its shareholders must send notify its shareholders by registered mail and must make the same disclosure on the business registration portal or through newspaper.
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