Business registration is one of the most important activities of companies for creating and updating information related to the company during its operation. On the state side, the management of business registration activities ensures that business information is promptly updated and easily accessible to interested individuals and organizations. For this reason, legal regulations related to business registration have always played an important role since the enactment of the Law on Enterprises in 1999 until now. As a result, business registration regulations have always received attention and were quickly adjusted by the relevant authorities to meet the constant changes in the economy and the higher requirements of state management. At present, the Ministry of Planning and Investment is in the process of collecting comments in order to finalize the Draft Regulation on Amended Business Registration ("Draft Regulation"). This draft will have several new points compared to the currently valid document, Decree 01/2021/ND-CP ("Decree 01"). In this article, the author would like to mention some outstanding new points in the Draft Decree and the general impact on businesses if it is officially approved and becomes effective. 
1. Use personal identification number to register business
Today, when submitting an application for business registration, in some cases it is necessary to submit legal documents of the applicant individual or members or shareholders of the company, for example, in the case of changing the capital contributing members of a multi-member limited liability company. According to the provisions of Point d, Clause 1, Article 52 of Decree 01, in the case of changing the members of the company, if the new member is an individual, the application must include legal documents of this individual. In this case, the application must include a copy of a valid citizen identification card/identity card/Vietnamese passport for Vietnamese individuals and a valid foreign passport or document that can replace a valid foreign passport for foreign individuals.
However, according to the provisions of Article 11 of the Draft Decree on Declaring Personal Information in Conducting Business Registration Procedures, if a new member of the company already has a personal identification number, the applicant only needs to declare the surname, middle name, first name, date of birth and personal identification number of that individual member, the business registration system will link the data with the national population data system, and the applicant does not need to submit a copy of the new member's legal documents.
This is clearly a step forward in business registration activities, in the context that personal data is stored in the national population data system and the linkage of information is necessary to minimize the documents to be submitted as well as the administrative procedures to be performed.
However, it should be noted that the above-mentioned declaration of personal identification number and data linkage applies only to natural persons with personal identification numbers, i.e. if a contributor is a foreign natural person without a personal identification number, the business registration dossier must still be submitted with a copy of the passport or a valid document in lieu of a foreign passport.
2. Clarification of the components of the business registration dossier regarding “resolutions or decisions”
Currently, Decree 01 uses the phrase "resolution, decision" in most business registration procedures that require the approval of the company's competent authority. For example, in the case of changing the capital contributing members of a multi-member limited liability company above. According to the provisions of Point c, Clause 1, Article 52 of Decree 01, the dossier in this case includes "resolution, decision and copy of the minutes of the meeting of the board of members on the admission of new members". According to the operating practice of companies, after a meeting to discuss the company's affairs, in this case the admission of new members, the company will approve the minutes of the meeting and issue a resolution or decision of the board of members on the admission of new members. Basically, the phrases "resolution" and "decision" have the same meaning because they are both documents that show the results of the discussion and agreement on an issue of the corporation. Therefore, the choice of the term "resolution" or "decision" depends on each company and does not affect the nature of this document. The current regulation in some cases (mostly by the specialists who receive and process documents at the company's registration offices) will cause misunderstandings or unreasonable requirements that the company must have both a resolution and a decision of the board of members. This is obviously unreasonable.
Therefore, the relevant provisions in the Draft Decree have been adjusted and the phrase "resolution, decision" has been replaced by "resolution or decision" to suit the practice of each company.
3. Supplementing regulations on the legal status of branches, representative offices, and business locations of enterprises
The legal status of branches, representative offices, and places of business of the company is a completely new provision of the draft decree. Currently, Decree 01 only regulates the legal status of companies. However, during the operation process, branches, representative offices and business locations of companies will still experience legal statuses almost like companies. Failure to regulate the legal status of branches, representative offices and business locations of enterprises makes it difficult for individuals and organizations that deal with branches, representative offices and business locations of enterprises to look up information, and also creates inconsistencies in the management of information on dependent units of enterprises between business registration agencies and tax authorities. For example, if the tax authority conducts an inspection at a branch of an enterprise and finds that there is no actual activity at the branch, there is no basis under the current regulations for the business registration authority to change the legal status of the branch to "not operating at the registered address". Therefore, the regulations on the legal status of branches, representative offices and business locations of enterprises, including (i) temporarily suspended business; (ii) not operating at the registered address; (iii) revoked due to tax enforcement; (iv) in the process of terminating operations; (v) terminated operations; (vi) in operation, will publicize and make transparent information on the legal status of branches, representative offices and business locations, ensuring that the provision of information related to branches, representative offices and business locations of enterprises is accurate and has legal value. At the same time, it creates consistency in statistical data between the Business Registration Agency and the Tax Authority, as well as a legal basis for state agencies to coordinate the management of dependent units of the company.
The above are some notable adjustments of the Draft Decree compared to Decree 01. We believe that the Draft Decree makes positive changes by reducing unclear and ambiguous provisions and unnecessary administrative procedures remaining in Decree 01. In addition, the draft decree also inherits and promotes the connection and linkage of information management and state management of enterprises among relevant agencies such as business registration agencies, tax agencies, police agencies, etc., which helps to make enterprise management more transparent and effective.
