GIẢI PHÁP NÀO TRÁNH 'CẤM XUẤT CẢNH' KHI BỊ ĐỨNG TÊN GIÁM ĐỐC 'CÔNG TY MA'? / SOLUTIONS FOR AVOIDING

From the cases where many people suddenly become directors of ‘shell companies’, lawyers observe that the current regulations provide an easy process for enterprise registration, but dealing with cases involving falsified registration documents is extremely difficult.

Mr Ngo Hoang Vy (37 years old, resides at Hiep Thanh Ward, District 12) realized that he had been listed as director in 2022 and reported. The case had not been solved yet, in 2024, he was banned from existing.

Mr Ngo Hoang Vy (District 12 HCM City) was banned from existing after suddenly being listed as a director of an enterprise with tax debts.

The business registration procedure is very open

According to lawyer Tran Hau (FDVN Law Firm, Lawyers Association of Da Nang City), the current enterprise law provides an “open” procedure for business registration.

When the business registration authority processes the application based on the documents submitted by the company founder, and only verifies the validity of the application by checking whether all required documents have been provided and properly declared under regulations.

This process does not require an actual appraisal of the business owner or their legal representatives. The goal of this approach is to minimize administrative burdens and complexities, thus fostering favorable conditions for businesses.

However, under the current process, the accuracy, truthfulness, and legality of the application largely depend on the self-declaration and responsibility of the business founder. This also creates a legal loophole, as there are cases where individuals use someone else’s personal information without consent to open a business, which is dishonest and not reflective of reality.

“The person whose information is stolen not only has their privacy violated but also faces significant legal risks, especially when the business is established to engage in illegal activities” – the lawyer interpreted.

According to lawyer Tran Hau, aside from the responsibilities arising from the daily operations of the business, in terms of the obligation to pay taxes and fulfill financial duties to the state, if the enterprise incurs tax debt, the impersonated individual—if falsely declared as a business household owner or the legal representative of the enterprise—may be subject to an exit ban until the tax obligations are fulfilled, in accordance with the Law on Tax Administration 2019.

According to a lawyer of Da Nang Lawyers Association, Enterprise Law and guiding decrees stipulate that in cases where one wants to request the revocation of a falsified business registration certificate, there are two sequential steps to follow.  

First, request the police office to determine, investigate, and provide a written response confirming that the information declared in the business registration application is falsified.

Second, provide evidence to request the business registration authority to revoke the fraudulent business registration certificate.

In many cases, individuals whose personal information has been used illegally find themselves in situations where, despite being innocent, proving that their identity has been falsified is nearly impossible.

“If individuals wish to resolve their tax debts, they must continue to meet the obligations outlined in the legal tax regulations. When a person's identity is falsified, they are automatically prohibited from existing in the system, and their rights are restricted, leaving them unable to quickly prove their innocence.

In practice, current regulations place an unfair burden on those whose identities have been compromised. They face the challenging task of navigating complex processes and procedures to demonstrate that they are genuine victims, which can be quite overwhelming,” the lawyer stated.

Convenience in management should not come at the cost of causing trouble for innocent people who are wrongfully banned from existing.

Sharing the same view, lawyer Tran Hau believes that laws on business registration, and laws on tax need to be synchronized in handling acts of falsifying business registration and in implementing measures that restrict individual rights in business activities. According to him, on the side of business registration regulations, in order to facilitate smooth business operations, quick and simple procedures are necessary.

According to this lawyer, in terms of business registration regulations, streamlined and simplified procedures are necessary to facilitate smooth business operations.

However, there should be a regulation requiring the business registration authority to conduct post-registration verification to confirm whether the licensed business actually exists, within a specific period after the business is registered, the authority must verify and inspect, if it is found to be a ‘shell company’, the license must be promptly revoked to prevent unnecessary consequences.

This may prevent the creation of a ‘shell company’ used for illegal activities, and by doing so, the business registration authority would also demonstrate its supervisory and regulatory role.

Second, regarding the regulations on sanctions for business owners or individuals with tax debts, before issuing exit bans or other penalties, the tax authority must verify and investigate whether the person being sanctioned actually exists and whether they have truly committed a violation.

If information from the business registration database is used mechanically and automatically as it is now, it can easily lead to wrongful actions in many cases.

“If information is automatically extracted and used to impose blanket bans mechanically, it may be convenient for the authorities, but it creates significant trouble for individuals who are wrongfully penalized.

Their personal information was wrongfully used without protection, and then, once again, they are subjected to penalties and exit bans, forced to cancel plans, miss their flights, and suffer losses in time and finances, yet no one is held accountable for compensating their damages” – lawyer Tran Hau said.

Law as a means of support and empowerment for the citizens

From the perspective that the law should support and empower citizens, lawyer Tran Hau suggests that there should soon be adjustments made to harmonize the relevant regulations, strengthen the legal framework, and protect citizen’s rights, avoiding the situation where individuals are burdened simply for the sake of administrative convenience.