Decree 78/2015 takes effect from 1 November 2015 and implements the Enterprise Law 2014 in terms of enterprise registration procedures. While for the most parts, Decree 78/2015 follows the existing enterprise regulations under Decree 43/2010, there are certain important changes:

Decree 78/2015 now allows a company to declare a business line which is more specific than those under Decision 337/2007. However, the declared business lines declared by a company in the application for enterprise registration certificate (Enterprise Certificate) must still be consistent with (1) the list of business lines under Decision 337/2007 and (2) the business lines provided in other special laws. Otherwise, the Business Registration Authority may reject the application;

The Business Registration Authority now can suspend the operation of a company based on the request of (1) the police authority or (2) the authority which in charge of conditional business;

When reviewing an application for an Enterprise Certificate, the Business Registration Authority is require to specify all mistakes of the application in a single request sent to the applicant. This requirement may reduce the time for obtaining an Enterprise Certificate since it prevents multiple requests from the licensing authority;

The application for registering changes to the list of foreign shareholders of a private joint stock company must include a resolution of the shareholders meeting approving such changes. In effect, this requirement makes the transfer of shares by a foreign shareholder in a private joint stock company subject to approval of the shareholders meeting;

It is no longer compulsory to submit evidence of completion of transfer of shares or ownership interest in a joint stock company or a limited liability company in order register a transfer of shares or ownership interest;

A company must carry out liquidation procedures for its branches and representative offices before liquidating itself;

Decree 78/2015 introduces procedures to restore a cancelled Enterprise Certificate in case such Enterprise Certificate was wrongly cancelled by the authority; and

Decree 78/2015 introduces procedures to register or amend an Enterprise Certificate in accordance with a court decision. However, Decree 78/2015 does not contemplate procedures to register or amend an Enterprise Certificate in accordance with an arbitration award as required by the Enterprise Law 2014.

Vietnam Business Law