BUSINESS ADMINISTRATIVE PROCEDURES

Enterprises from the time of establishment to operation or even termination of operation need to carry out certain administrative procedures in accordance with the law. Below, phapluatdoanhnghiep.vn would like to introduce to readers, customers about “Enterprise administrative procedures”.

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I. New establishment
I.1. Joint stock company
Request for registration of joint stock company (Appendix I-4 TT 02/2019 / TT-BKHDT)
Company rules
List of founding shareholders (Appendix I-7 TT 02/2019 / TT-BKHDT)
Papers certifying founding shareholders
I.2. Private enterprise
Request for private enterprise registration (Appendix I-1 TT 02/2019 / TT-BKHDT)
Personal identification papers of owners of private businesses
I.3. One member limited company of irrigation works exploitation
Application form for one-member limited liability company (Appendix I-2 TT 02/2019 / TT-BKHDT)
Company rules
Papers certifying individual owners and legal representatives
I.4. Two member limited company
Request for registration of a two-member limited liability company (Appendix I-3 TT 02/2019 / TT-BKHDT)
Company rules
List of members (Appendix I-9 TT 02/2019 / TT-BKHDT)
Papers certifying members
I.5. Partnerships
Request for partnership registration (Appendix I-5 TT 02/2019 / TT-BKHDT)
Company rules
List of members (Appendix I-9 TT02 / 2019 / TT-BKHDT)
Papers certifying members
I.6. Branch
Notice of branch registration (Appendix II-11 TT 02/2019 / TT-BKHDT)
– Resolution and minutes of the Board meeting for limited liability companies with two or more members
– Decision of the owner of one member limited liability company
– Resolution and minutes of BOD meeting for JSC
– Resolution and meeting minutes of general partners for partnerships.
Decision to appoint branch head
Certified papers of the head of branch
Enterprises operating under investment licenses supplementing the proposal (Appendix II-18 TT 02/2019 / TT-BKHDT)

II. Registration of changes
II.1. Change of company name
Notice of changes in business registration information (Appendix II-1 TT 02/2019 / TT-BKHDT)
– Resolution and minutes of the General Meeting of Shareholders for the JSC
– Decision of the owner of one member limited liability company
– Resolution and minutes of the Board meeting for limited liability companies with two or more members
– Resolution and meeting minutes of general partners in the partnership.
II.2. Change of head office address
Notice of changes in business registration information (Appendix II-1 TT 02/2019 / TT-BKHDT)
– Resolution and minutes of the General Meeting of Shareholders for the JSC
– Decision of the owner of one member limited liability company
– Resolution and minutes of the Board meeting for limited liability companies with two or more members
– Resolution and meeting minutes of general partners in the partnership.
Note: Before registering a change of the address of a head office with the business registration office, the enterprise must notify the managing tax authority in advance to obtain a confirmation of tax liability completion.
II.3. Change of charter capital
Notice of changes in business registration information (Appendix II-1 TT 02/2019 / TT-BKHDT)
– Resolution and minutes of the General Meeting of Shareholders for the JSC
– Decision of the owner of one member limited liability company
– Resolution and minutes of the Board meeting for limited liability companies with two or more members
– Resolution and meeting minutes of general partners in the partnership.
In case of reducing the charter capital, the latest financial statement of the company must be reported at the time of charter capital reduction
II.4. Change of legal representative
Notice of changes in business registration information (Appendix II-2 TT 02/2019 / TT-BKHDT)
– Resolution and minutes of the General Meeting of Shareholders for the JSC
– Decision of the owner of one member limited liability company
– Resolution and minutes of the Board meeting for limited liability companies with two or more members
– Resolution and meeting minutes of general partners in the partnership.
Personal identification papers of new legal representative.
II.5. Change of owner of one-member limited liability company
a. The company’s owner transfers the entire charter capital to an individual or an organization
Notice of changes in business registration information (Appendix II-4 TT 02/2019 / TT-BKHDT)
Papers certifying the personnel of the assignee or organization
The revised company charter
Transfer contract
b. Changing the owner of a one-member limited liability company under a decision of a competent authority on reorganization and renewal of state enterprises
Notice of changes in business registration information (Appendix II-4 TT 02/2019 / TT-BKHDT)
Identification card
The revised company charter
c. One-member limited liability company changed owner due to inheritance
Notice of changes in business registration information (Appendix II-1 TT 02/2019 / TT-BKHDT)
The revised company charter
Personal identification papers of heirs
Copy of legal inheritance
d. In case more than 1 person or organization inherits the equity capital of the owner, the company may change to a limited liability company with two or more members.
Request for registration of limited liability companies with two or more members (Appendix I-3 TT 02/2019 / TT-BKHDT)
The revised company charter
List of members of limited liability company with two or more members (Appendix I-6 TT 02/2019 / TT-BKHDT)
Personal identification papers of heirs
Transfer contract / gift contract
Decision of the company owner on raising additional contributed capital in case the company mobilizes additional contributed capital from other individuals or owners
e. Registration of change of owner of one-member limited liability company due to donation of the entire contributed capital
Notice of changes in business registration information (Appendix II-1 TT 02/2019 / TT-BKHDT)
Personal identification of the recipient
The revised company charter
Contribution contract
II.6. Changing the capital-contributing members of limited liability companies with two or more members
a. Receiving new members
Notice of changes in business registration information (Appendix II-1 TT 02/2019 / TT-BKHDT)
List of members (Appendix I-6 TT 02/2019 / TT-BKHDT)
Resolutions and minutes of the Board meeting
Personal identification documents of new members
Documents certifying the new member’s capital contribution
b. Member changes due to stock transfer
Notice of changes in business registration information (Appendix II-1 TT 02/2019 / TT-BKHDT)
List of members (Appendix I-6 TT 02/2019 / TT-BKHDT)
Transfer contract
Personal identification documents of the assignee
c. Member changes due to inheritance
Notice of changes in business registration information (Appendix II-1 TT 02/2019 / TT-BKHDT)
List of members (Appendix I-6 TT 02/2019 / TT-BKHDT)
Copy of confirmation of inheritance
Personal identification papers of heirs
d. Member changes due to members’ failure to fulfill their capital contribution commitments according to regulations
Notice of changes in business registration information (Appendix II-1 TT 02/2019 / TT-BKHDT)
List of members (Appendix I-6 TT 02/2019 / TT-BKHDT)
Resolutions and minutes of the Board meeting
e. Member change due to donation of capital contribution
Notice of changes in business registration information (Appendix II-1 TT 02/2019 / TT-BKHDT)
List of members (Appendix I-6 TT 02/2019 / TT-BKHDT)
Contribution contract for capital contribution
Personal identification of recipient

III. Notice of change
III.1. Additional professions
Notice of changes in business registration information (Appendix II-1 TT 02/2019 / TT-BKHDT)
– Resolution and minutes of the General Meeting of Shareholders for the JSC
– Decision of the owner of one member limited liability company
– Resolutions and minutes of meetings of the Members’ Council for limited liability companies with two or more members
– Resolution and minutes of meeting of general partners for CTHD
For operating enterprises to be issued with an accompanying IRC: A copy of the IRC; Request form (Appendix II-18 TT 02/2019 / TT-BKHDT)

III.2. Change of founding shareholder information in CTC
a) Changing information because the founding shareholder has not paid in full or only paid part of the registered number of shares:
Notice of changes (Appendix II-1 TT 02/2019 / TT-BKHDT)
For enterprises to be granted with an attached IRC: a copy of the IC; written request (Appendix II-18 TT 02/2019 / TT-BKHDT)
b. Change of founding shareholder information for CNCP:
Notice of changes (Appendix II – 1 Circular 02/2019 / TT-BKHDT)
List of founding shareholders when changed (Appendix I – 7 TT 02/2019 / TT-BKHDT)
Share transfer contract
Resolution and minutes of the General Meeting of Shareholders (in case of transfer of shares in the first 3 years of establishment)
For enterprises with investment license attached: a copy of the IC; written request (Appendix II-18 TT 02/2019 / TT-BKHDT)
c. In case the founding shareholder is an organization that is merged, separated or consolidated into other enterprises
Notice of changes (Appendix II-1 TT 02/2019 / TT-BKHDT)
List of founding shareholders when changed (Appendix I-7 TT 02/2019 / TT-BKHDT)
Merger contract or decision to separate a business
For enterprises to be granted with an attached IRC: a copy of the IC; written request (Appendix II-18 TT 02/2019 / TT-BKHDT)
d. In case of donation or inheritance of shares:
Notice of changes (Appendix II-1 TT 02/2019 / TT-BKHDT)
List of founding shareholders when changed (Appendix I-7 TT 02/2019 / TT-BKHDT)
Contract donated to shares
For enterprises to be granted with an attached IRC: a copy of the IC; written request (Appendix II-18 TT 02/2019 / TT-BKHDT)

III.3. Change the content of tax registration
Notice of changes (Appendix II-1 TT 02/2019 / TT-BKHDT)
For enterprises that are granted investment licenses: a copy of the IRC and proposal (Appendix II-18 TT 02/2019 / TT-BKHDT)
III.4. Change of investment capital of private business owner
Notice of changes (Appendix II-1 TT 02/2019 / TT-BKHDT)
For enterprises that are granted investment licenses: a copy of the investment certificate and proposal (Appendix II-18 TT 02/2019 / TT-BKHDT)

V. Dissolution
Notice of enterprise dissolution (Appendix II-24 TT 02/2019 / TT-BKHDT)
Property liquidation report
List of creditors and outstanding debts
– Owner’s decision for One Member Limited Liability Company
– Resolution and minutes of the meeting of the Board of Members for the limited liability company with two members
– Resolution and minutes of the General Meeting of Shareholders for the JSC
– Resolution and minutes of meeting of general partners for CTHD
Notice of termination of seal validity
Business registration certificate
For enterprises to be granted with an attached IRC: a copy of the IC; written request (Appendix II-18 TT 02/2019 / TT-BKHDT)

VII. Report changes to enterprise managers

Notice of changes in business registration information (Appendix II-1 TT 02/2019 / TT-BKHDT)

VII. Notice of seal sample

Notice of using the new seal sample (Appendix II-8 TT 02/2019 / TT-BKHDT)

VIII. Transformation of business type
VIII.1. Converted from limited company to joint stock company
Request for registration of JSC (Appendix I-4 TT 02/2019 / TT-BKHDT)
Company charter conversion
– Owner’s decision with respect to one member limited liability company
– Resolution and minutes of the Board meeting for limited liability companies with two or more members
List of founding shareholders (Appendix I-7 TT 02/2019 / TT-BKHDT)
Transfer contract
Personal identification papers of founding shareholders

VIII.2. Conversion from JSC into one-member limited liability company
Application form for one-member limited liability company (Appendix I-2 TT 02/2019 / TT-BKHDT)
Company charter conversion
Resolutions and minutes of meetings of the General Meeting of Shareholders
Transfer contract
Personal identification documents of the assignee
VIII.3. Conversion from JSC to limited liability company with two or more members
Request for registration of limited liability companies with two or more members (Appendix I-3 TT 02/2019 / TT-BKHDT)
Company charter conversion
Resolutions and minutes of meetings of the General Meeting of Shareholders
List of members (Appendix I-6 TT 02/2019 / TT-BKHDT)
Transfer contract
Personal identification documents of the assignee
VIII.4. Transformed from a private enterprise into a limited liability company
Request for enterprise registration (Appendix I-2 TT 02/2019 / TT-BKHDT if converted into one-member limited liability companies / Appendix I-3 TT 02/2019 / TT-BKHDT if converted into limited liability company) two or more members)
Company rules
List of creditors and outstanding debts
List of members (Appendix I-6 TT 02/2019 / TT-BKHDT if converted into a limited liability company with two or more members)
Written commitment of the private business owner to take personal responsibility with all of his assets for debts
The agreement with the parties of the contract has not been liquidated on that the limited company may receive and perform that contract.
Written commitment of the owner of the private enterprise or agreement between the owner of the private enterprise and other capital contributing members on the acceptance of the existing employer of the private enterprise
Personal identification papers of members
VIII.5. Converted from a two-member limited liability company to a limited liability company
Application form for one-member limited liability company (Appendix I-2 TT 02/2019 / TT-BKHDT)
Company charter conversion
Transfer contract
Resolutions and minutes of the Board meeting
Personal identification documents of the assignee
Above is the introduction of phapluatdoanhnghiep.vn about some business administrative procedures, please contact us at hotline 0982.466.166 or email phapluatdoanhnghiepso1@gmail.com for detailed advice.

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