Công văn 2357/TCT-KK của Tổng cục Thuế về việc giới thiệu nội dung mới về đăng ký thuế

To:The Departments of Taxation of central-affiliated cities and provinces

On May 22, 2012, The Ministry of Finance  promulgates the Circular No. 80/2012/TT-BTC guiding the law on tax administration with regard to tax registration that takes effect on July 01, 2012.

In order to help tax officials and tax payers promptly grasp the amendment and adjustment of the tax registration guidance, the General Department of Taxation encloses the document on “Some new guidance of the Circular No. 80/2012/TT-BTC on May 22, 2012 superseding the Circular No. 85/2007/TT-BTC on July 18, 2007 of the Ministry of Finance on tax registration”  with this Official Dispatch.

The Departments of Taxation are requested to notify and disseminate to local  tax officials and tax payers.

SOME NEW GUIDANCE

OF THE CIRCULAR NO. 80/2012/TT-BTC ON MAY 22, 2012 SUPERSEDING THE CIRCULAR NO. 85/2007/TT-BTC ON JULY 18, 2007 OF THE MINISTRY OF FINANCE ABOUT TAX REGISTRATION
(enclosed with the Official Dispatch No. 2357 on July 03, 2012 of the General Department of Taxation)

Chapter 1.

GENERAL PROVISIONS

1. Article 2 Chapter I of the Circular No. 80/2012/TT-BTC amends Point 2.1 Section I of the Circular No. 85/2007/TT-BTC as follows:

“This Circular is applicable to the following organizations and individuals:

1. Organizations, households and individuals producing, trading, providing goods and services.

2. Individuals earning incomes subject to personal income tax.

3. Organizations and individuals responsible for deducting and paying tax to the State budget as prescribed by law.

4. Organizations authorized to collect fees and charges.

5. Foreign organizations without Vietnamese’s legal status, foreign individuals doing independent business in Vietnam in accordance with Vietnam’s law and earning incomes in Vietnam.

6. Other organizations and individuals related to tax issues such as: Project management board, non-business units, organizations and individuals without tax liability but eligible for tax refund or receiving aid from abroad.

7. Other organizations and individuals making payment to the State budget.”

2. Point 3.c Article 3 of the Circular No. 80/2012/TT-BTC amends Point 3.3.c Section I of the Circular No. 85/2007/TT-BTC as follows:

“c) The 13-digit tax codes (N1N2 N3N4N5N6N7N8N9 N10 N11N12N13) shall be issued to:

- The branches, representative offices and business offices of enterprises having tax liability directly declared and paid to the tax authorities;

- Non-business units affiliated to general companies, affiliated to enterprises having tax liability.

The organizations and individuals specified in this Point are called “affiliated units”, the units having “affiliated units” are called “managing units” Before the affiliated units apply for the tax registration at the tax authorities in charge, their managing units must put them on the “List of affiliated units” in order for the tax authorities to issued the 13-digit tax codes.”

3. Supplementing the provisions on tax code issuance to tax payers being contractors or investors that enter into petroleum contracts in Point 3.d Article 3 the Circular No. 80/2012/TT-BTC as follows:

“d) Issuing tax codes to tax payers being contractors and investors that enter into petroleum contracts.

For petroleum exploration and extraction (hereinafter referred to as petroleum contracts), the 10-digit tax codes shall be issued to: The operator (joint companies) under each petroleum contract; the joint enterprises of petroleum contracts signed in form of joint contracts.

In case the petroleum contract requires that each contractor, investor must separately fulfill their own tax liability, the contractors, investors that sign the contract shall be issued with 13-digit tax codes (including contractors and investors being the operators and the contractors receiving the distributed profit) under the 10-digit tax code of the operator in order to declare, pay and settle tax on each petroleum contract.”

4. Point 3.dd Article 3 of the Circular No. 80/2012/TT-BTC amends the provisions on issuing tax codes to foreign contractors applying for direct tax payment to the tax authorities in Point 2.5 Section I Part II of the Circular No. 85/2007/TT-BTC as follows:

“dd) Issuing tax codes to foreign contractors applying for direct tax payment to the tax authorities

The foreign contractors and sub-contractors applying for direct tax payment to the tax authorities shall be issued with 10-digit tax codes in accordance with the signed contracts.”

5. Point 3.e Article 3 of the Circular No. 80/2012/TT-BTC amends the provisions on issuing tax codes to the Vietnam party paying tax on behalf of the foreign contractor in Point 2.6 Section I Part II of the Circular No. 85/2007/TT-BTC as follows:

“e) Issuing tax codes to the Vietnam party paying tax on the foreign contractor’s behalf

The Vietnam party signing contracts with foreign contractors and sub-contractors not applying for direct tax payment to the tax authorities is responsible for declaring and paying tax for the foreign party. The Vietnam party shall be issued with the 10-digit tax code for declaring and paying tax for foreign contractors and foreign sub-contractors.”

Chapter 2.

SPECIFIC PROVISIONS

I. DOSSIERS AND PROCEDURES FOR TAX REGISTRATION

1. Point a, b Clause 1 Article 4 of the Circular No. 80/2012/TT-BTC amends and supplements Point 1 Section I Part II of the Circular No. 85/2007/TT-BTC as follows:

“a) Enterprises established and operated under the Law on Enterprise must comply with the Government s Decree No. 43/2010/NĐ-CP on April 15, 2010 on enterprise registration.

b) The organizations and individuals engaging in business and production having tax liability that are eligible for tax refund must apply for tax registration within 10 working days as from:

- …

- Taking on the tax liability on non-agricultural land.”

2. Supplementing the provisions on time limits for dossier settlement in Clause 2 Article 4 of the Circular No. 80/2012/TT-BTC:

“2. The time limit for settling the dossiers: 03 (three) working days as from receiving the complete tax registration dossier as prescribed (applicable to the procedures for reorganizing enterprises and invalidating tax codes).”

3. Supplementing the provisions on the dossier quantity in Clause 3 Article 4 of the Circular No. 80/2012/TT-BTC:

“3. The tax payer shall submit 01 (one) dossier (applicable to the procedures for reorganizing enterprises and invalidating tax codes).”

4. Supplementing the public funds tax registration dossiers of enterprises established under the Law on Enterprise in Clause 1 Article 5 of the Circular No. 80/2012/TT-BTC:

”1. The tax registration dossiers of tax payers being enterprises established under the Law on Enterprise (including their affiliated units)

Enterprises established and operated under the Law on Enterprise shall apply for tax registration as prescribed in Article 19, 20, 21, 22, 23 and 33 of the Government s Decree No. 43/2010/NĐ-CP on April 15, 2010 on enterprise registration and its current guiding documents.”

5. Point a Clause 2 Article 5 of the Circular No. 80/2012/TT-BTC amends and supplements Point 2.1 Section I Part II of the Circular No. 85/2007/TT-BTC as follows:

“a) For production and trading organizations

The tax registration dossier comprises:

- The tax registration declaration sheet under the form No. 01-ĐK-TCT promulgated together with of this Circular and the list enclosed with the tax registration declaration sheet (if any);

- The copy (no authentication required) of the Certificate of business registration; the Investment certificate or the Decision on establishment.

In case the production and trading organizations are the managing units with affiliated units, the affiliated units must be included in the “List of affiliated units”. The tax authorities in charge of the managing units shall issue tax codes to the managing units and the affiliated units in the “List of affiliated units”, including the affiliated units situated in other provinces. The managing units are responsible for notifying the tax codes (13-digit) to their affiliated units. The tax authorities in charge of the managing units is responsible for notifying the tax codes (13-digit) to tax authorities in charge of the affiliated units.

In case the managing units establish more affiliated units, they must send the application to the tax authorities in charge for the issuance of tax codes to the newly-established affiliated units, and put them on the “List of affiliated units”.

The tax code registration of the newly-established affiliated unit includes:

- The Notice of the establishment of the branch, representative office or business office under the form No. 07-MST promulgated together with this Circular;

- The copy (no authentication required) of the Decision on the establishment of the affiliated unit.”

6.Clause 3 Article 5 of the Circular No. 80/2012/TT-BTC amends and supplements Point 2.3 Section I Part II of the Circular No. 85/2007/TT-BTC as follows:

“The business households and business individuals are only allowed to apply for business registration at one location. In case business households or business individuals employ more than 10 employees, they must be transformed into enterprises and apply for enterprise registration as prescribed in the Government s Decree No. 43/2010/NĐ-CP on April 15, 2010.

7.Clause 4 Article 5 of the Circular No. 80/2012/TT-BTC amends and supplements Point 2.4, 2.5 Section I Part II of the Circular No. 85/2007/TT-BTC as follows:

“4. Tax registration dossiers of tax payers being foreign contractors and foreign sub-contractors applying for direct tax payment to the tax authorities

a) For foreign contractors and foreign sub-contractors directly signing contracts with the investors

For foreign contractors being the general contractors or primary contractors signing contracts with the investors, the tax registration dossier comprises:

- The tax registration declaration sheet under the form No. 04-ĐK-TCT promulgated together with of this Circular;

- The copy (no authentication required) of the Contractor license (or the equivalent issued by competent agencies);

- The copy (no authentication required) of the Operation office certificate (or the equivalent issued by competent agencies, if any);

- The list of sub-contractors enclosed with the contract (if any).

Based on the tax registration dossier of the contractor, the local tax authorities shall issue the 10-digit tax code as prescribed.

b) For foreign contractors signing joint venture contracts in Vietnam.

In case the parties establish the Joint management board, the Joint management board shall be issued with the 10-digit tax code in order to declare, pay and settle tax as prescribed.

The tax registration dossier comprises:

- The tax registration declaration sheet under the form No. 04-ĐK-TCT promulgated together with of this Circular;

- The copy (no authentication required) of the Contractor license (or the equivalent issued by competent agencies);

- The copy (no authentication required) of the Operation office certificate (or the equivalent issued by competent agencies, if any);

- The list of sub-contractors and the parties participating in the joint venture enclosed with the contract (if any)

In case the parties take separate works and independently determine their receipts, they may apply for tax registration separately to declare, pay and settle tax as prescribed by current law provisions on tax.”

8. Clause 5 Article 5 of the Circular No. 80/2012/TT-BTC amends and supplements Point 2.6, 2.7 Section I Part II of the Circular No. 85/2007/TT-BTC as follows:

“5. The tax registration dossier of the Vietnam party paying tax on behalf of the foreign contractors, foreign sub-contractors

The tax registration dossier comprises:

- The tax registration declaration sheet under the form No. 04.1-ĐK-TCT promulgated together with of this Circular;

In case the Vietnam party needs to settle and verify the tax amount paid on behalf of the foreign contractor, the Vietnam party must provide the tax authorities in charge with 01 (one) dossier including: the copy (no authentication required) of the contract, the documents and materials related to the contract signed with foreign contractors in order to serve the tax settlement and certify the fulfillment of tax liability (if any).”

9. Supplementing the provisions on tax registration dossiers of contractors or investors that enter into petroleum contracts in Clause 6 Article 5 the Circular No. 80/2012/TT-BTC:

“6. Tax registration dossiers of tax payers being contractors and investors signing petroleum contracts.

a) For the Operator and the joint venture enterprise

The tax registration dossier comprises:

- The tax registration declaration sheet under the form No. 01-ĐK-TCT promulgated together with of this Circular and the list enclosed with the tax registration declaration sheet (if any);

- The copy (no authentication required) of the Investment certificate.

The Operator shall enumerate the petroleum contractors and investors on the “List of foreign contractors and foreign sub-contractors”. The tax authorities in charge of the Operator shall issue the 10-digit tax code to the Operator and issue the 13-digit tax code to each contractor and investor in the “List of foreign contractors and foreign sub-contractors” made by the operator. The Operator is responsible for notifying the tax codes (13-digit) to their contractors and investors. The tax authorities in charge of the Operator shall issue the 13-digit tax code to the tax authorities in charge of the investors and contractors.

b) For contractors and investors (including the contractors that receive the distributed profit)

The tax registration dossier comprises:

- The tax registration declaration sheet under the form No. 02-ĐK-TCT promulgated together with of this Circular; The 13-digit tax code notified by the Operator must be written on the tax registration declaration sheet;

- The copy (no authentication required) of the Investment certificate;

The local tax authorities in charge of the area where the offices of the contractors, the investors are situated shall issue the Certificate of tax registration based on the tax registration dossier of petroleum contractors, investors and the tax code notified by the tax authorities in charge of the Operator.”

10. Clause 7 Article 5 of the Circular No. 80/2012/TT-BTC amends and supplements Point 2.8 Section I Part II of the Circular No. 85/2007/TT-BTC as follows:

“7. The tax registration dossier of tax payers being individuals liable for personal income tax including:

- The tax registration declaration sheet under the form No. 05-ĐK-TCT promulgated together with of this Circular;

- The copy (no authentication required) of the ID card or passport (of foreigners).”

11. Supplementing the provisions on tax registration regarding individuals paying non-agricultural land levies in Clause 11 Article 5 the Circular No. 80/2012/TT-BTC:

“11. For individuals paying non-agricultural land levies, tax authorities shall issue the tax code when receiving the dossier on non-agricultural land levies of the first year.”

Supplementing the provisions on locations for submitting tax registration dossiers of enterprises established under the Law on Enterprise in Clause 1 Article 6 of the Circular No. 80/2012/TT-BTC:

“1. Enterprises and their affiliated units established under the Law on Enterprise shall submit the tax registration dossier at Business registration agencies as prescribed in the Government s Decree No. 43/2010/NĐ-CP on April 15, 2010 on enterprise registration.”

13. Supplementing the provisions on receiving tax registration dossiers of enterprises established under the Law on Enterprise in Clause 1 Article 7 of the Circular No. 80/2012/TT-BTC:

“1. For enterprises established and operated under the Law on Enterprise, tax authorities shall implement the procedures for enterprise registration information exchange between the tax authorities and the current business registration agencies.”

14. Article 8 of the Circular No. 80/2012/TT-BTC amends and supplements Point 6 Section I Part II of the Circular No. 85/2007/TT-BTC as follows:

“ Article 8. Issuing the tax registration certificate

The tax registration certificates are issued to the organizations and individuals specified in Point b, c, d, dd and e Clause 3 Article 3 of this Circular, excepted for that established and operated under the Law on Enterprise.

1. Time limits for issuing the tax registration certificate

The tax authorities must issue the tax registration certificate within 03 (three) working days as from receiving the complete tax registration dossier.

2. The tax registration certificate

a) The tax registration certificate: the tax payers that complete the procedures and tax registration dossiers shall be issued with the Tax registration certificate under the form No. 10-MST promulgated together with this Circular (except for individuals liable for personal income tax and the cases eligible for tax code notification).

b) The personal tax code card: individuals liable for personal income tax that complete the procedures and tax registration dossiers shall be issued with the personal tax code card under the form No. 12-MST promulgated together with this Circular

c) Tax code notification: The cases eligible for tax code notification under the form No. 11-MST promulgated together with of this Circular include:

- Tax payers engaged in new business activities or expanding the business to other localities without establishing new branches of affiliated units;

- Business individuals or group of business individuals without ID cards or Certificate of business registrations;

- Individuals paying non-agricultural land levies;

- The Vietnam party paying tax on behalf of the foreign contractors, foreign sub-contractors;

- Non-business units, armed forces;

- Economic organizations of political organizations, socio-political organizations, social organizations, socio-professional organizations.

- Other organizations and individuals having tax liability that are not eligible for tax registration certificates.

3. Reissuing the tax registration certificates

The reissuance of tax registration certificates and personal tax code cards (except for enterprises established under the Law on Enterprise) shall be carried out within 03 (three) working days as from being requested by tax payers.

The reissuance of the tax registration certificates and personal tax code card is specified as follows:

a) For tax registration certificates being lost or damaged, the tax payers must make the declaration to the tax authorities in charge for the reissuance of the tax registration certificates  The dossier on the tax registration certificate reissuance includes the “Application for the tax registration certificate reissuance” under the form No. 13-MST.

b) Reissuing the tax registration certificate when the content is changed: when the content of the tax registration certificate is changed, the tax payer must implement the procedures as guided in Article 11 of this Circular in order to be reissued with the new tax registration certificate.

c) Reissuing the personal tax code cards: individuals of whom the personal tax code cards are damaged may submit the application for another the personal tax code card to the tax authorities under the form No. 13-MST. In the application, the following information must be specified: the tax code, the full name, the ID number or passport number (for foreigners), the previous place of application. When changing cards, the old cards must be returned to the tax authorities.

4. Reissuing the tax codes notification: the tax payers specified in Point c Clause 2 this Article wishing to be reissued with another tax codes notification shall submit the application to the tax authorities in charge under the form No. 13-MST. The following information must be specified in the application: the tax code previously notified, the full name and ID number (for individuals).”

15. Article 9 of the Circular No. 80/2012/TT-BTC amends and supplements Point 7 Section I Part II of the Circular No. 85/2007/TT-BTC as follows:

Article 9. Guidance on some specific cases

1. If a tax payer issued with the tax code engages in new business or production or expands the business engages in new business or production or expands the business to other provinces or cities (without establishing new branches or affiliated units), such tax payers must apply for tax registration at the tax authorities in charge of the area where new business activities or business expansion arise as prescribed by law provisions on tax. Tax payers being enterprises or organizations shall use the declaration form No. 01-ĐK-TCT, the affiliated units of enterprises or organizations shall use the declaration form No. 02-ĐK-TCT enclosed with the contract or the license for new business activities, license for business expansion to apply for tax registration at the Department of Taxation in charge of the province or city where the new business activities or business expansion arise. The tax payer must write the issued tax code on registration declaration sheet;

2. Business households, business individuals transferring the business from the husband to the wife, from the parent to the child (including the sale of business establishment) must notify the tax authorities for tax code reissuance In case the recipient has been issued with the personal tax code, such tax code shall be used for declaring and paying the arising tax.

3. Some provisions on personal tax codes

- Individuals paying personal income tax via multiple paying organizations shall apply for tax registration at one paying organizations for the tax code issuance. Individuals shall notify their tax codes to other paying organizations for them to make tax declaration and tax payment using those tax codes. If an individual simultaneously pays personal income tax and does business, the personal income tax code shall be used for declaring and paying tax on the business under the form No. 03-ĐK-TCT (the issued tax code shall be written in the tax code box of the sheet). If a business individual is already issued with the tax code, such tax code shall be used for declaring and paying personal income tax. Individuals shall implement the procedures for tax declaration and tax payment under the form No. 05-ĐK-TCT promulgated together with this Circular (Write the issued tax code on the tax code box)

- The tax authorities shall issue and notify the tax code to the tax payers after obtaining their complete personal information.

- In case the business household or business individual engages in new business activities or expands their business to other localities than that where the tax code is registered, the 10-digit tax code shall be used for declaring and paying tax. When the tax authorities find that one individual possess more than one 10-digit tax code, the 10-digit tax codes issued after the first one shall be revoked.

- Owners of private enterprises liable for personal income tax must use their personal tax codes to declare, pay and settle tax, not to use the tax codes of private enterprises to declare and deduct such personal income tax amount.”

II. CHANGING TAX REGISTRATION INFORMATION

1. Supplementing the provisions on responsibilities for notifying the changes of tax registration information of enterprises established under the Law on Enterprise in Clause 1 Article 10 of the Circular No. 80/2012/TT-BTC:

“1. The enterprises established under the Law on Enterprise shall notify the change of tax registration information as prescribed in Article 45 the Government s Decree No. 43/2010/NĐ-CP and its guiding documents.

2. Clause 3 Article 11 of the Circular No. 80/2012/TT-BTC amends and supplements Point 2.3 Section II Part II of the Circular No. 85/2007/TT-BTC as follows:

“3. Notifying other changes of the tax registration declaration sheet:

When changing the declared information, the tax payer must notify the tax registration information amendment under the “Tax registration amendment” form No. 08-MST promulgated together with this Circular within 05 (five) days as from the change is made.

The additional tax registration dossier comprises:

- The tax registration declaration amendment under the form No. 08-MST;

- The copy (no authentication required) of the additional business registration certificate, or the license for establishment and operation, or the Investment certificate for the changes of information that require the reissuance of the additional business registration certificate or the license for Establishment and operation or the Investment certificate;

- The list enclosed with the initial tax registration declaration sheet (if any).”

3. Supplementing the provisions on locations for submitting tax registration information amendment dossiers of enterprises established under the Law on Enterprise in Clause 1 Article 12 of the Circular No. 80/2012/TT-BTC:

“1. Enterprises and their affiliated units established under the Law on Enterprise shall submit the tax registration information amendment dossiersat Business registration agencies as prescribed in the Government s Decree No. 43/2010/NĐ-CP on April 15, 2010 on enterprise registration.”

4. Article 13 of the Circular No. 80/2012/TT-BTC amends and supplements Point 4 Section II Part II of the Circular No. 85/2007/TT-BTC as follows:

“Article 13. Receiving tax registration information amendment dossiers

The tax authorities are responsible for receiving the tax registration information amendment dossiers from tax payers and updating the amended information on the tax registration data system.

For the changes of the contents on the tax registration certificate, the tax authorities shall make the appointment note for the reissuance of the tax registration certificate within 03 (three) working days as from receiving the complete dossier on the information changes.

III. TAX CODE INVALIDATION

1. Article 14 of the Circular No. 80/2012/TT-BTC amends and supplements Point 1, Point 2 Section III Part II of the Circular No. 85/2007/TT-BTC as follows:

“Article 14. Tax code invalidation

Tax code invalidation is the procedures of the tax authorities for determining that the tax code is no longer valid in the tax registration data system. The tax authorities shall revoke the tax registration certificate and publicly announce the list of the invalidated tax codes.

The business organizations and business individuals that shut down or reorganize the enterprises must follow the procedures for tax code invalidation. For individuals dead, missing or incapable of civil acts as prescribed by law, the tax authorities in charge shall invalidate the tax codes as prescribed.

When an organization resumes their operation after their tax code is invalidated, they must apply for tax registration in order to be issued with the new tax code. When an individual takes on new tax liability after their tax code is invalidated, they must follow the procedures for tax registration at the tax authorities for reusing the tax code previously issued.

2. Clause 1 Article 15 of the Circular No. 80/2012/TT-BTC amends and supplements Point 3.1, 3.2 Section III Part II of the Circular No. 85/2007/TT-BTC as follows:

“1. For enterprises, business households, business individuals and their affiliated units

a) For enterprises, business households, business individuals

The dossier on tax code invalidation comprises:

- The tax registration certificate (original).

- The copy (no authentication required) of the Decision on the enterprise dissolution or the Decision on the implementation of bankruptcy procedures; or the shutdown announcement of the business household or business individual.

Within 02 (two) working days as from receiving the notification from the agency competent to issue the Certificate of business registration, Investment certificate, operation license, or from the tax payer on the dissolution, the shutdown or the reorganization of the enterprise, the tax authorities must announce the shutdown and the tax code invalidation of the enterprise.

After receiving the notification from the tax authorities, tax payers must submit the relevant documents and settle the tax liability with the tax authorities in charge as prescribed.

Within 10 (ten) working days as from receiving the documents related to the settlement of the tax liability from the tax payer, the tax authorities shall carry out tax settlement inspection as prescribed by the Law on Tax administration and its current guiding documents

b) For affiliated units:

When the tax code of the managing unit is invalidated, the tax codes of its affiliated units shall also be invalidated. The managing unit is responsible for notifying their shutdown to their affiliated units. The affiliated units are responsible for implementing the procedures for invalidating their tax codes within 10 (ten) days as from being notified by their managing units of the shutdown. The dossier comprises:

The tax registration certificate (original).

The notification of shutdown of the managing unit.

Within 05 (five) working days after invalidating the tax code of the managing unit, the tax authorities in charge of the managing units must notify the Departments of Taxation in the provinces and cities where the affiliated units are situated of the tax code invalidation of the managing unit so that the Departments of Taxation can inspect the implementation of the procedures for tax code invalidation of the affiliated units. If the tax codes of affiliated units are not invalidated, the tax authorities shall request them to implement the procedures for invalidating the tax codes as prescribed.

If an affiliated unit still operates after the managing unit is dissolved, bankrupt or shut down, they must implement the procedures for invalidating the affiliated tax code and apply for new tax registration with the tax authorities as an independent unit. In case the affiliated units still use the 13-digit tax codes under the tax code of the managing units after the managing unit has shut down, such tax codes are considered illegal.”

3. Clause 3 Article 15 of the Circular No. 80/2012/TT-BTC amends and supplements Point 3.4 Section III Part II of the Circular No. 85/2007/TT-BTC as follows:

“3. For individuals dead, missing or incapable of civil acts

For individuals dead, missing or incapable of civil acts as prescribed by law, the tax authorities in charge shall implement the procedures for tax code invalidation based on the relevant documents from competent agencies certifying the death, the missing or the civil act incapability of the individuals.

IV. TAX REGISTRATION WHEN REORGANIZING ENTERPRISES

1. Article 16 of the Circular No. 80/2012/TT-BTC amends and supplements Point 1, 2, 3, 4 Section IV Part II of the Circular No. 85/2007/TT-BTC as follows:

“Article 16. Dividing, separating, merging and consolidating enterprises

1. Dividing enterprises:

a) For divided enterprises:

The divided enterprises must implement the procedures for tax code invalidation at the tax authorities when the Decision on enterprise division is made.

The dossier includes:

- The written request for tax code invalidation

- The copy (no authentication required) of the Decision on enterprise division;

- The tax registration certificate (original).

Within 03 (three) working days as from receiving the complete dossier, the tax authorities must announce the shutdown and the tax code invalidation of the enterprise.

b) For new enterprises established from the divided enterprise:

The new enterprises established from the divided enterprise must apply for tax registration with the tax authorities within 10 (ten) days as from being issued with the Certificate of business registration. The dossiers and procedures shall comply with law provisions on new enterprise registration.

2. Separating enterprises:

a) For separated enterprises:

In case there are changes in the tax registration information after being separated, the separated enterprise must implement the procedures for changing the tax registration information within 10 (ten) days as from being issued with the Certificate of business registration. The dossier includes:

- The copy (no authentication required) of the Decision on enterprise separation;

- The Certificate of business registration;

- The tax registration declaration amendment under the form No. 08-MST;

Within 03 (three) working days as from receiving the complete dossier, the tax authorities must implement the procedures for adjusting tax registration information of the separated enterprise in the tax code management system. The separated enterprise still uses the tax code and tax registration certificate previously issued to fulfill the tax liability.

In case the changes of the tax registration information cause changes of the tax registration certificate information, the tax authorities shall reissue the tax registration certificate to the tax payer as prescribed.

b) For new enterprises established from the separated enterprise:

The new enterprises established from the separated enterprise must apply for tax registration with the tax authorities within 10 (ten) days as from being issued with the Certificate of business registration.

The dossiers and procedures shall comply with law provisions on new enterprise registration.

3. Merging enterprises:

The acquirer company (the enterprise into which the companies merge) shall retain the tax code and bear responsibilities for the tax liability of the acquiree company (the enterprise that merges into the acquirer company). The acquiree company shall have their tax code invalidated.

a) The accquiree company:

When the Merger contract is made as prescribed by the Law on Enterprise, the acquiree company must implement the procedures for tax code invalidation at the tax authorities.  The dossier includes:

- The written request for tax code invalidation

- The copy (no authentication required) of the Merger contract.

Within 03 (three) working days as from receiving the complete dossier, the tax authorities must announce the shutdown and the tax code invalidation of the acquiree companies.

b) The acquirer company:

Within 10 (ten) days as from being issued with the Certificate of business registration, the acquirer company must implement the procedures for tax registration information adjustment (in case the merger causes changes of the tax registration information). The dossier includes:

- The copy (no authentication required) of the Certificate of business registration of the acquirer company;

- The tax registration declaration amendment under the form No. 08-MST;

4. Consolidating enterprises:

The consolidated enterprise (the transferee company) is the new enterprise that receives every property, right, obligation and interest from the consolidating enterprises (the transferor companies) The transferor company shall have their tax code invalidated.

a) The transferor companies:

When the Consolidation contract is made as prescribed by the Law on Enterprise, the transferor companies must implement the procedures for tax code invalidation at the tax authorities.  The dossier includes:

- The written request for tax code invalidation

- The copy (no authentication required) of the Consolidation contract.

Within 03 (three) working days as from receiving the complete dossier, the tax authorities must announce the shutdown and the tax code invalidation of the transferor companies.

b) The transferee company:

Within 10 (ten) days as from being issued with the Certificate of business registration, the transferee company must implement the procedures for tax registration in order to be issued with the new tax registration certificate. The dossiers and procedures shall comply with law provisions on new enterprise registration.”

2. Supplementing the provisions on selling enterprises established under the Law on Enterprise in Clause 1 Article 17 of the Circular No. 80/2012/TT-BTC:

“1. Enterprises established and operated under the Law on Enterprise shall comply with the Government s Decree No. 43/2010/ND-CP on April 15, 2010 on enterprise registration and its current guiding documents.

3. Article 18 of the Circular No. 80/2012/TT-BTC amends and supplements Point 6 Section IV Part II of the Circular No. 85/2007/TT-BTC as follows:

“… The registration comprises:

- The tax registration declaration under the form No. 01-ĐK-TCT;

- The copy (no authentication required) of the new Certificate of business registration.”

4. Article 19 of the Circular No. 80/2012/TT-BTC amends and supplements Point 7 Section IV Part II of the Circular No. 85/2007/TT-BTC as follows:

“Article 19. Business suspension

Organizations and individuals suspending their business must send written notification to the tax authorities in charge within 05 (five) day before the suspension. The notification must specify the reasons, the starting time and the ending time of the suspension. The suspension duration in the notification must not exceed 01 (one) year. After the duration written on the notification, if the business is still suspended, the organizations or individuals must notify the business registration agency or the tax authorities within 05 (five) days before the next suspension day. The total suspension duration must not exceed 02 (two) consecutive years as prescribed by the Law on Enterprise.  Before the suspension, the organizations or individuals must pay off the tax arrears to the State budget.

Enterprises established and operated under the Law on Enterprise must submit the application for business suspension at the business registration agencies as prescribed by the Law on Enterprise and its current guiding documents.”