Proposal for notarization of business establishment documents to prevent money laundering and fraud

(VTC News) - National Assembly delegates said that requiring notarization of business establishment documents will limit abuse of power by legal representatives and prevent money laundering.

On the morning of June 25, discussing the draft Law on Notarization (amended), delegate La Thanh Tan (Hai Phong delegation) requested the drafting agency to study and supplement cases that must be notarized in business activities. According to delegate Tan, businesses play an increasingly important role in the economy and in society, however, civil agreements to form businesses or to buy, sell, and merge businesses have not been required to be notarized. Practice shows that in the past, many cases of establishing, buying, selling, and merging businesses for the purpose of fraud and property appropriation have occurred. "The Van Thinh Phat case with a series of acts of falsifying business records, creating fake loan documents, and hiring people to stand in for shares is one of the typical examples of the situation of forging signatures in business charters, minutes of the board of directors, board of members and internal documents of businesses that has been and is taking place, leading to many related cases and leaving very serious consequences," the delegate of Hai Phong City cited.

Mr. Tan added that current regulations on enterprises do not require notarization of business establishment documents. Taking advantage of the open procedures, many cases of business establishment, purchase and sale, and merger of enterprises are aimed at fraud, property appropriation, and invoice trading... One of the first measures that delegates pointed out is the need for a mechanism to ensure the authenticity and legality of the documents. According to the provisions of the Enterprise Law, the competent authority to issue business registration will receive and process business establishment documents. This agency does not have a mechanism to assess the legality and authenticity of transactions in the documents. For example, determining who are shareholders or capital contributors, whether the transaction has the consent of the majority of the board of members or not, or whether the document is signed by the members or not. Therefore, delegate La Thanh Tan Tan believes that the regulation requiring notarization of business establishment records and business charters is the leading solution that needs to be considered and taken into account to ensure legality and authenticity in business establishment. The regulation requiring notarization of business establishment records and internal business documents will bring benefits in overcoming the situation of fake signatures in business establishment records, limiting the situation of establishing ghost companies and the situation of abuse of power by legal representatives of enterprises; controlling the declaration of charter capital, preventing money laundering, buying and selling invoices...; ensuring the rights of third parties in transactions. Delegate La Thanh Tan proposed to supplement regulations on cases requiring notarization and supplement the case of notarization of business establishment records, business charters, minutes of meetings of the board of directors, shareholders' meetings, and members' councils in enterprises as cases requiring notarization in the draft Law. This provision not only meets the urgent requirements of practice, but also conforms to international practices on notarization, typically developed countries such as Japan, France, Germany, etc. Regarding the organizational model of the Notary Office stipulated in Article 20, delegate Nguyen Huu Thong ( Binh Thuan delegation) said that the draft Law inherits current regulations. However, Clause 1, Article 20 of the draft Law stipulates that the Notary Office is organized and operated according to the model of a partnership company. Delegate Nguyen Huu Thong acknowledged that the above provision still has many concerns because in reality, in remote areas, places where the density of civil and economic transactions is still low, and the demand for notarization services of the people is not high, it is very appropriate to allow the establishment of a Notary Office headed by a notary.

Such a regulation not only contributes to strongly promoting the policy of socializing notary activities, but also creates favorable conditions for people in remote, isolated and island areas to quickly access notary services without having to go far to perform this content. In addition, currently, for the above places, establishing and maintaining a notary model with two notaries is unnecessary, which may cause a waste of notary resources and revenue to ensure or maintain the operation of the organization as a notary with two notaries is very difficult. Therefore, delegate Nguyen Huu Thong suggested that the drafting agency should consider and carefully calculate the regulation of the type of notary practice organization. In addition to the type of partnership as currently regulated, should it be possible that in remote, isolated and isolated areas, areas with difficult or especially difficult socio-economic conditions, a notary office with only one notary, that is, a private enterprise, be established. Because of the current reality, most notary offices only have one notary public to manage the operations of the Notary Office.

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