23/06/2023 - 106
In order to establish a social enterprise, such enterprise must satisfy all conditions and must register in accordance with the provisions of law. Pursuant to Article 28 of Decree 01/2021 ND-CP, profile and social enterprise registration procedures are prescribed as follows: 1, Documents and procedures for registration of a social enterprise or its branch, representative […]
In order to establish a social enterprise, such enterprise must satisfy all conditions and must register in accordance with the provisions of law. Pursuant to Article 28 of Decree 01/2021 ND-CP, profile and social enterprise registration procedures are prescribed as follows:
1, Documents and procedures for registration of a social enterprise or its branch, representative office, or business location shall comply with this Decree and vary according to the type of enterprise. The application must also include the commitment to fulfill social/environmental objectives which is signed by the following persons:
+ For a sole proprietorship: it is signed by the sole proprietor;
+ For a partnership: it is signed by general partners;
+ For a limited liability company: members are individuals; legal representatives or authorized representatives for members being organizations;
+ For a joint-stock company: it is signed by founding shareholders that are individuals and other shareholders that are individuals, consent to and want to sign the commitment with founding shareholders; legal representatives or authorized representatives of founding shareholders that are organizations, and legal representatives or authorized representatives of other shareholders that are organizations, consent to and want to sign the commitment with founding shareholders.
The Business Registration Office shall publish the committee to fulfill social/environmental objectives on the National Business Registration Portal when granting the enterprise registration certificate to the enterprise.
2, If an enterprise is converted into a social enterprise, it shall submit the application to the Business Registration Office of the province where the enterprise will be headquartered. The application includes the following documents:
+The committee to fulfill social/environment objectives signed by the enterprise’s legal representative;
+ The resolution or decision and the copy of the minutes of the meeting of the Board of Members of the multi-member limited liability company or partnership, or of the General Meeting of Shareholders of the joint-stock company; the resolution or decision of the owner of the single-member limited liability company on ratification of the commitment.
The Business Registration Office updates information on social enterprises in the National Database on Business Registration and publishes Commitment to achieving social and environmental goals on the National Portal on Business Registration within 03 working days from the date of receiving the application.
3, If there are changes to the contents of the commitment to fulfill social/environmental objectives, the social enterprise shall send a notification of such changes to the Business Registration Office of the province where it is headquartered within 05 working days from the date of issue of the decision to make such changes. The notification must be accompanied by the following documents:
+ The commitment to fulfill social/environmental objectives which have been changed and signed by the enterprise’s legal representative;
+ The resolution or decision and the copy of the minutes of the meeting of the Board of Members of the multi-member limited liability company or partnership, or of the General Meeting of Shareholders of the joint-stock company; the resolution or decision of the owner of the single-member limited liability company on ratification of changes to the commitment.
The Business Registration Office updates information on social enterprises in the National Database on Business Registration and publishes Commitment to achieving social and environmental goals on the National Portal on Business Registration within 03 working days from the date of receiving the application.
4, If the commitment to fulfill social/environmental objectives is terminated, the social enterprise shall send a notification thereof to the Business Registration Office of the province where it is headquartered within 05 working days from the date on which such termination is decided. The notification must be accompanied by the following documents: The resolution or decision and the copy of the minutes of the meeting of the Board of Members of the multi-member limited liability company or partnership, or of the General Meeting of Shareholders of the joint-stock company; the resolution or decision of the owner of the single-member limited liability company or decision issued by a competent authority (if any) on termination of the commitment, which reasons for such termination must be specified.
The Business Registration Office updates information on social enterprises in the National Database on Business Registration and publishes the above documents on the National Portal on Business Registration within 03 working days from the date of receiving the application.
5, Documents and procedures for full or partial division, consolidation, or merger of social enterprises shall comply with the regulations herein. If a social enterprise is established from the full or partial division or consolidation of enterprises, the application must also include the commitment to fulfill social/environmental objectives as prescribed in Clause 1 of this Article. In case of full or partial division, consolidation, or merger of social enterprises resulting in termination of the commitment to fulfill social/environmental objectives, the application must also include the documents prescribed in Clause 4 of Article 28.
6, Documents and procedures for the dissolution of social enterprises shall comply with the regulations herein. In case the dissolve social enterprise still has unused aid or sponsorship, the application for dissolution must include a copy of the document on handling the unused aid or sponsorship received by the enterprise.
7, The application for registration of a social enterprise that is converted from a social protection establishment, social fund, or charitable fund shall be submitted to the Business Registration Office of the province where the social enterprise will be headquartered. The application for enterprise registration shall include the documents specified in Clause 1 of this Article but exclude the investment registration certificate specified in Point B Clause 4 Article 22, Point C Clause 4 Article 23, and Point C Clause 3 Article 24 hereof. The application must also include the following documents:
+ The decision to convert into a social enterprise is made by the authority that has issued the license to establish the social protection establishment, social fund, or charitable fund;
+ Certificate of registration of social protection establishment, license to establish and recognize the charter of the social fund or charitable fund;
+ The copy of the tax registration certificate;
+ A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment.
Within 02 working days from the date of issuance of the Certificate of Social Enterprise Registration, the Business Registration Office shall send documents to the competent authority that has granted the license to establish a social protection establishment. social funds, charity funds to terminate the operation of social protection establishments, social funds, charity funds. Documents include a copy of the Business Registration Certificate; the original Certificate of registration of establishment of a social protection establishment; the establishment license and fund charter recognition for social funds, and charity funds.
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