Change ERC (Enterprise Registration Certificate) in Vietnam

During the operation, the enterprise may have to change some information such as head office address, business sectors, change of legal representative to ensure its production and business orientation after establishing a company in Vietnam. The first step to carrying out the procedure of change ERC (Enterprise Registration Certificate) in Vietnam is to prepare the change dossier. Depending on the content of the change, the enterprise registration change dossier will be different. Viet An Law will introduce to the Client in this article.

Cases that ERC must be changed

Individual business households must make ERC changes when there are changes in the following contents:

Regarding enterprises including Vietnamese enterprises and FDI enterprises, they have to conduct similar procedures for changing ERC, including the following change information:

• Change of head office of the enterprise;
• Change of enterprise name;
• Change of legal representative;
• Change of members/shareholders of the company;
• Change of owner, business owner;
• Change of charter capital, capital contribution, and capital contribution ratio;
• Change of business sectors;
• Change of tax registration content…

Dossiers for change ERC (Enterprise Registration Certificate) in Vietnam

For individual business households

• Notification of change in business sectors is made according to the notification of change in ERC content signed by the business owner in Appendix III-2 form issued with Circular No. 02/2023/TT-BKHDT.
• Copy of minutes of household members’ meeting on ERC changes to business household registration contents in case household members register for the business household.
• Copy of the authorization document of a household member for a member to be the business owner in case the household members register the business.

Additional documents for business owner change dossier

• Sale and purchase contract or documents proving completion of the sale in case of selling a business household; donation contract in case of donating a business household; copy of document confirming the legal inheritance rights of the heir in case of change of business household owner due to inheritance.

For Vietnamese enterprises and FDI enterprises

• Notification of change of head office address is made according to the notification of change of ERC content signed by the legal representative of the enterprise according to the form in Appendix II-1 issued with Circular No. 01/2021/TT-BKHDT.

Additional documents for change of head office address of the enterprise

• Resolutions, decisions, and copies of meeting minutes of the Board of Members for multiple-member limited liability companies, partnerships, of the General Meeting of Shareholders for joint stock companies;
• Resolutions and decisions of the company owner for single-member limited liability companies on changing the enterprise name.

Additional documents for change of enterprise name

• Minutes of the General Meeting of Shareholders for a joint stock company or Minutes of the Board of Members meeting for a multiple-member limited liability company on changing of enterprise name.
• Decision of the General Meeting of Shareholders for a joint stock company the Board of Members for a multiple-member limited liability company, or the owner for a single-member company on changing the enterprise name.
• Company charter according to new enterprise name information (for filing).

Dossier for changing the legal representative of the company

• Copy of legal documents of the individual for the new legal representative;
• Resolution and copy of minutes of the General Meeting of Shareholders for joint stock companies on changing the legal representative in case the change of legal representative changes the content of the Company Charter;
• Resolution, decision, and copy of meeting minutes of the Board of Directors for the joint stock company in case the change of legal representative does not change the content of the company’s Charter other than the full name and signature of the company’s legal representative as prescribed in Article 24 of Law on Enterprises.

Company charter capital increase dossier

• Minutes of the General Meeting of Shareholders for a joint stock company or Minutes of the Board of Members meeting for a multiple-member limited liability company regarding the change in the company’s charter capital.
• Decision of the General Meeting of Shareholders for a joint stock company the Board of Members for a multiple-member limited liability company, or the owner for a single-member company on increasing the company’s charter capital.
• Company charter according to new charter capital information (for filing).

Company charter capital reduction dossier

• Resolution, decision, and copy of meeting minutes of the Board of Members for multiple-member limited liability companies on changing charter capital.
• The most recent financial report at the time of deciding to reduce charter capital in case of reducing charter capital as prescribed in point a and point b, Clause 3, Article 68 of Law on Enterprises 2020.
• Company charter according to new charter capital information (for filing)

Note: In case of charter capital reduction, the enterprise must commit to ensuring full payment of debts and other financial obligations after capital reduction.

Company business sectors change dossier

• Meeting minutes on changing or adding business sectors of the company (for LLCs and Joint Stock Companies);
• Decision on changing or adding business sectors of the company;
• Company charter according to new business sector information (for filing).

Dossier for changing the registration content of branches, representative offices, and business locations

• Notification of change in registration content of branch, representative office, business location;
• In case of a change of branch Head, the Representative Office needs to prepare a notarized copy of the new head’s ID card/Passport;
• Authorization document and Notarized ID card/Passport of the authorized person.

Notes when changing ERC

Notes when changing company name

• The new name of the enterprise must not be identical or confusingly similar to another registered enterprise.
• Enterprises changing their names need to pay attention to the signs of corporate brand identity.
• If the company converts its type of business, it will retain its old name.

Notes when changing the business household name

• The business household’s proper name must not be the same as the name of a registered business household.
• Do not use words or symbols that violate the historical, cultural, and ethical traditions and customs of the nation.
• Do not use the phrases “company” or “enterprise” to name a business household.

Notes when changing the head office of the enterprise

• The head office address must be clearly and specifically identified for easy contact.
• The head office address of an enterprise must not be located in an apartment building with a residential function. The enterprise registration authority does not issue an ERC to change the enterprise registration for enterprises located in an apartment building or apartment-type collective house.

Note when adding new business sectors

• For old sectors that have not yet applied a sector code, it is necessary to code the sectors for the old sectors according to the level 4 sector code.
• For new additional sectors, it is also necessary to apply the sector code according to the level 4 sector code according to Decision 27/2018/QD-TTg.
• For sectors that do not have a sector code but have specialized documents recording the sector, apply a similar sector code and cite details according to the provisions of relevant legal documents.
• For conditional business sectors, before doing business, you must meet the conditions and obtain a business license if any.

Notes when changing to increase company charter capital

• Enterprises are allowed to increase capital according to demand and must notify changes to enterprise registration within 10 days from the date of capital increase.
• When increasing the charter capital of an enterprise, an organization must contribute capital by transferring money through the company’s account. For individuals contributing capital, they can choose to contribute capital by transferring money or paying in cash.
• When increasing capital, it may affect the licensing tax rate. Enterprises need to declare and pay additional business license tax according to regulations.

Notes when changing to reduce the company’s charter capital

• Enterprises can only reduce capital after 2 years of operation or more must meet the conditions, and can only reduce according to the percentage of ownership.
• Enterprises reducing charter capital need to pay attention to sectors requiring charter capital.
• During the capital reduction procedure, state agencies may require enterprises to prove that they have contributed sufficient capital.

Notes when changing the legal representative of the enterprise

• A company may have one or more legal representatives.
• In case the old legal representative’s tax code is suspended, the enterprise is not allowed to change the legal representative.
• The person managing the business whose tax code is currently suspended cannot register as the new legal representative of the enterprise.
• An individual who was the legal representative of a bankrupt enterprise within one to three years from the date the enterprise was declared bankrupt may not become the new legal representative of the company.
• The representative is the person hiring the company who needs to keep the Labor Contract and appointment decision with the new representative.
• If the change of the legal representative of the enterprise changes the content of the charter, the meeting minutes must clearly state the changed content of the enterprise charter…

Frequently Asked Questions

How long does it take to change ERC?

The change time from the date the change application is submitted and accepted is 03 working days.

Can ERC changes be done online?

Currently, the procedure for changing ERC online is mandatory, no longer accepting direct applications. Except for enterprises that have been established for a long time but have not yet combined tax codes, they must submit directly to the Department of Planning and Investment where the company has its head office.

In case of a change of address, do I need to submit the tax finalization results issued by the tax authority?

When changing the headquarters, leading to a change in the tax authority, the enterprise must carry out tax procedures with the tax authority first. The address change dossier does not need to include the results of Form 09 of the tax authority.

When a joint stock company changes its charter capital, does it have to submit a list of shareholders?

For joint stock companies, when changing charter capital, it is not necessary to submit a list of shareholders.

In the case of only changing tax registration information, is it necessary to submit the Minutes and Decision in the business registration change dossier?

When the company only changes the tax registration information, the change dossier only includes the Notification of the change in ERC content and authorization document. The change dossier does not need to be submitted with the meeting minutes and change decision.

In case the General Meeting of Shareholders authorizes the Board of Directors to change the charter capital, what documents must be submitted for the ERC change dossier?

In case the General Meeting of Shareholders approves the offering of shares to increase charter capital and at the same time assigns the Board of Directors to carry out the procedures for registering the increase of charter capital, the dossier for registering the increase of charter capital must include the documents as instructed above and be accompanied by the Resolution and a copy of the minutes of the General Meeting of Shareholders on the offering of shares to increase charter capital, clearly stating the number of shares offered and assigning the Board of Directors to carry out the procedures for registering the increase of charter capital after the end of each share sale; Resolution, decision and a copy of the minutes of the meeting of the Board of Directors of the joint stock company on registering the increase of the company’s charter capital after the end of each share sale.

Service for change ERC (Enterprise Registration Certificate) in Vietnam of Viet An Law

• Consulting, and implementing procedures to change company name, head office address, charter capital, legal representative, business lines, and capital ownership ratio;
• Consulting on post-change procedures;
• Confirming tax obligations after changing headquarters to another district or province;
• Consulting on legal issues arising in business operations.

Above is the consulting content of Viet An Law on change ERC in Vietnam. If you have any problems or need to use the ERC change service, please contact Viet An Law, hotline  (+84) 9 61 67 55 66 (WhatsApp, Viber, Zalo, Wechat) for timely support.