Document retention and Violations against other regulations on organization and management of enterprises
Q: Our company is an LLC established in Da Nang in 2022. We would like to ask the legal services for the company in Da Nang relating to regulations regarding document retention and storage. What are the requirements for the company to keep the important documents at the address of the company? We are looking forward to hearing news from you.
A: For your questions, we have answered them as follows:
According to the Article 11 Law on Enterprise No. 59/2020/QH14 (LDN”) relating to document retention:
Article 11. Document retention
1. An enterprise, depending on its type of business, shall retain the following documents:
a) The charter, internal, rules, and regulations; the member/partner/shareholder register;
b) The certificate of Industrial property rights; the certificate of registration of product/service quality; other licenses and certificates;
c) Documents proving the enterprise’s ownership of its assets;
d) Votes, vote counting records, minutes of meetings of the Board of Members/Partners, General Meeting of Shareholders, Board of Directors; the enterprise’s decisions;
dd) The prospectus for offering or listing securities;
e) Reports of the Board of Controllers, verdicts of inspecting authorities and audit organizations;
g) Accounting books, accounting records, and annual financial statements.
2. The documents mentioned in Clause 1 of this Article shall be retained at the enterprise’s headquarters or another location specified in the enterprise’s charter for a period prescribed by law.
Generally, the enterprise has to keep the important documents above in the head office of the company. If the company would like to retain the documents in another place, it must specify in the company’s charter. In case of violation, Enterprise will be administratively handled with a fine of from VND 30,000,000 to VND 50,000,000 according to the provisions of Article 52 of Decree 122/2021/ND-CP dated December 28, 2021, specifically:
Article 52. Violations against other regulations on organization and management of enterprises
1. A fine ranging from VND 20,000,000 to VND 30,000,000 shall be imposed for any of the following violations:
a) Appointing a person who does not have the right to enterprise management to hold a managerial position;
b) Appointing an unqualified person as the Director (General Director).
2. A fine ranging from VND 30,000,000 to VND 50,000,000 shall be imposed for any of the following violations:
a) Failure to issue the certificate of capital contribution to a company’s member;
b) Failure to make a member register or register of share-issuing shareholders;
c) Failure to put up the enterprise’s name at its head office, failure to put up the name of the ranch, representative office, or business location at its location;
d) Failure to retain documents at the head office or another location specified in the company’s charter.
3. Remedial measures:
The violator is compelled to:
a) dismiss the unqualified enterprise manager if the violation specified in Point a Clause 1 of this Article is committed;
b) dismiss the unqualified Director (General Director) if the violation specified in Point b Clause 1 of this Article is committed;
c) issue a certificate of capital contribution to the company’s member if the violation specified in Point a Clause 2 of this Article is committed;
d) make a member/shareholder register as prescribed if the violation specified in Point b Clause 2 of this Article is committed;
dd) put up the enterprise’s name at its head office or put up the name of the branch, representative office,e or business location if the violation specified in Point c Clause 2 of this Article is committed.
Therefore, the enterprise needs to pay attention to the storage of important documents to avoid administrative penalties according to the law of Viet Nam
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