On 26 June 2015, the Ministry of Planning and Investment (MPI) issued Official Letter 4211 providing temporary guidance for the implementation of the Enterprise Law 2014. Under OL 4211,
- Procedures for setting up new companies will follow Enterprise Law 2014;
- Procedures for setting up branches and representative offices of a company will follow procedures under Decree 43/2010 implementing the Enterprise Law 2005;
- Procedures for amending contents (other than those subject to approved notification procedures) of an Enterprise Registration Certificate (Enterprise Registration) will follow Enterprise Law 2014 and Decree 43/2010. Presumably, in case of inconsistency, the Enterprise Law 2014 should prevail;
- Procedures for an approved notification including changes to business lines and changes to founding shareholders will follow Enterprise Law 2014 and Decree 43/2010 and will be issued a Certificate confirming the notified changes (assuming that the authority is happy with the application);
- To make an announcement of the corporate seal, a company must send a notice of the sample of the seal to the local Business Registration Authority together with internal corporate approval regarding the form, content and number of the seal. After receipt of the sample, the local Business Registration Authority will issue a receipt and make an announcement in the national portal of enterprise registration. Arguably, the local Business Registration Authority may refuse to issue a “receipt” if it is not happy with the content of the notice of seal sample or its supporting documents. It is also not clear whether existing companies need to follow this process for its existing seals which have been registered with local polices; and
- Foreign-invested enterprises operating under Investment Certificate or Investment Licence which concurrently serves as the Enterprise Registration can now apply to local Business Registration Authority to obtain an Enterprise Registration to record the Enterprise Registration’s contents in the existing Investment Certificate or Investment Licence when there is a change to the Enterprise Registration’s contents.