Recommendations on the application to change the contents of the enterprise registration cannot be resolved
Responded by units: The Thai Binh Provincial People's Committee
Official letter: No 2972/ĐKKD, dated: 2020-07-27
1. About the receipt and implementation of administrative procedures to change internal durig business registration.
From November 6, 2019 up to now, the Thuy Long Development Joint Stock Company has submitted documents twice at the business registration office (specifically, at the application and results return department of the Department of Accounting. and Investment at Center for Public Administration of Thai Binh Province). The receipt and processing of documents are recorded in the National Business Registration Database and recognized according to the recommendation of Thuy Long Development Joint Stock Company: (1) The first time - profile change submitted on November 6, 2019; The business registration office returned due to invalid records, on November 11, 2019; (2) The second time - changed application is filed on December 11, 2019; Business registration office reimbursed due to invalid records, November 14, 19 February.
Thus, two records are processed by the Business Registration Office on time as prescribed within 03 working days from the date of receipt.
After November 15, 2019, the Company has not submitted its dossier (and has not received the notice of amendments and supplements to the business registration dossier No. 4393 / TB-ĐKKD dated November 14, 2019 at the Service Center). therefore, the Business Registration Office has no basis to handle administrative procedures.
The enterprise believes that the administrative procedure is valid and does not receive notice of modification or supplementation of the enterprise registration dossier; thereby reflecting the slow change in business registration content of the Business Registration Office - is not true.
2. About invalid profile content and guide businesses to comply with regulations:
On November 6, 2019, the Business Registration Office received the notification of the change of the legal representative of the Thuy Long Development Joint Stock Company (the first time).
Before the time mentioned above, the Business Registration Office received documents and information about internal disputes of the Enterprise. Specifically:
• Shareholders meeting by Mr. Pham Van need to convene (recording 05 shareholders and acknowledging the charter capital is 16 VND billion); Conducted the General Meeting of Shareholders (time 3) on October 1, 2019. The General Meeting of Shareholders voted and the resolutions of the Board of Directors included Mr. Pham Van Can, Ms. Nguyen Thi Ngoc Anh and Ms. Nguyen Thi Kim).
• Shareholders meeting convened by Mr. Pham Van Thang (recording 05 shareholders and acknowledging the charter capital of 05 VND billion); Conducted the General Meeting of Shareholders (time 3) on October 17, 2019. The General Meeting of Shareholders has voted and resolutions of the Board of Directors include Mr. Nguyen Van Thang, Ms. Lai Thi Xoa and Ms. Nguyen Thi Ngoc Anh). The group of shareholders then performs the election of the Chairman of the Board of Directors, and appoints the Director of the company.
The above groups of shareholders all send documents to the Business Registration Office to notify their opposition, disapproval of the meeting and the approved content of the opposite group. At the same time, the Group of Shareholders Mr. Pham Van Thang and Lai Thi Xoa requested the Business Registration Office not to carry out the procedures for changing the business registration submitted by Ms. Nguyen Thi Ngoc Anh.
Thus, the Thuy Long Development Joint Stock Company has two Boards of Directors and a director - contrary to the provisions of the Law on Enterprises regarding the organizational structure of joint stock companies.
The change of the legal representative (director of the company) falls under the authority of the Board of Directors, but the member must be declared in the enterprise registration file. Therefore, the fact that the Business Registration Department approves a valid application and changes the legal representative for any Board of Directors is not consistent with the law. Because, in the above case, in order to change the business registration content, it is necessary to determine the legality of the existing Board of Directors of the Thuy Long Development Joint Stock Company. This is an internal corporate dispute, so this content falls under the jurisdiction of the Court, according to civil proceedings and order.
Realizing the complexity of the case, on November 8, 2019, the Business Registration Office - issued an official letter No. 4321 / ĐKKD to consult the Business Registration Administration of the Ministry of Planning and Investment. However, the reply of the Ministry of Planning and Investment (Response Letter No. 955 / BKHDT-DKKD dated February 18, 2020) only cites the provisions of the Law on Enterprises and Decree guiding the implementation, did no. have specific directions for applying to solve the case.
Before the above content, in order to have a basis to ensure that the dossier is valid as prescribed, there must be a decision of a competent court on the settlement of the above dispute. The Business Registration Office shall base itself on the court's rulings to carry out the custom of changing the legal representative of the enterprise.
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