Change Business Registration in Vietnam

Changing Enterprise or Business Registration in Vietnam is a legal procedure an enterprise needs to carry out when an enterprise changes information on the enterprise dossier or information recorded on the Enterprise Registration Certificate at the Enterprise Registration Office – Department of Planning and Investment where the enterprise is headquartered. In order to help enterprisees have legal knowledge when changing enterprise registration/enterprise registration, Viet An Law would like to summarize in the article below.

Cases in which enterprises must carry out procedures for changing enterprise registration in Vietnam

• Vietnamese capital companies have changes compared to the enterprise registration dossier and the Enterprise Registration Certificate (except for capital transfer in joint stock companies).
• Foreign-invested companies have changed the contents of the Enterprise Registration Certificate and enterprise registration dossier similar to the procedures of Vietnamese capital companies. In case, if a foreign-invested company is granted an Investment Registration Certificate, there is a corresponding change in the contents on the enterprise registration dossier: enterprise line (corresponding to the project objective), company name (if the same project name), project implementation address (if the same company address),  increase of charter capital (increase of contributed capital in the total investment capital), change of investors,… it must also carry out procedures for adjustment of the Investment Certificate. In case, there are new investors contributing capital or buying shares, the company must also carry out additional procedures for registration to buy contributed capital.
• Note: Business Registration Certificate is an old term now called an Enterprise Registration Certificate. This legal document is different from the enterprise license issued to a foreign-invested company operating in the field of retail goods.

Documents to prepare when changing enterprise registration in Vietnam:

When enterprises need to change their enterprise registration and through the services of Viet An Law Firm, customers only need to provide Viet An Law Firm with the change information and related documents and sign the dossier. The remaining tasks: drafting dossiers, carrying out procedures at competent state agencies, receiving results according to the changed content will be done by the lawyers of Viet An Law Firm.

Procedures for changing enterprise registration in Vietnam from 2023

Procedures for changing enterprise registration of contents on enterprise registration depending on each content will be carried out by the following steps:

Step 1: Tax finalization with the current head office tax administration agency

(The company only has to perform step 1 when there is a change in the company’s headquarters in different districts or provinces).

Fulfillment of tax finalization obligations (tax inspection)

When the company changes the head office address of another district or province before carrying out procedures for changing enterprise registration at the Enterprise Registration Office. The company needs to carry out tax finalization procedures with the current tax department or tax administration agency. This is one of the very new points applied in 2023 when enterprisees make changes to the headquarters of companies in different districts and provinces.

Carry out the procedure for confirming tax obligations

Except for the case, the newly established or newly finalized company at the current tax department when changing to different districts or provinces, it is only necessary to carry out procedures for closing tax obligations with the old tax administration agency. After confirmation by the tax authority, the company makes changes in enterprise registration at the enterprise registration office where the new head office of the company is registered.

Step 2: Draft a dossier of change of enterprise registration

• Viet An Law advises on conditions, processes and legal procedures related to each change for enterprises to prepare.
• If you use the services of Viet An Law, our lawyers will assist in drafting a transfer document to sign for us to take the next steps.
• If the customer submits the application by himself, he shall prepare a change dossier corresponding to the changed content to submit to the Enterprise Registration Office.

Step 3: Submit the change dossier, information disclosure fee

The company submits documents at the Enterprise Registration Office – Department of Planning and Investment where the enterprise is headquartered:

• Enterprises submit 01 application and pay the enterprise information disclosure fee.

Method of submitting dossiers for change of enterprise registration

• Apply online: at the website of the National Enterprise Registration Portal: https://dangkyquamang.dkkd.gov.vn. Currently, in Hanoi and Ho Chi Minh City, 100% of dossiers for change of enterprise registration must be submitted online, enterprise registration agencies do not receive dossiers directly for procedures for changing enterprise registration. All information on carrying out procedures is carried out through the enterprise registration account and the change results are sent to the enterprise by post, the enterprise pays the change fee and information disclosure fee in the form of transfer via ATM card.
• Direct application: Currently, there are only some special cases because the enterprise has not combined the tax code with the enterprise code, the Enterprise Registration Office will receive paper documents of the enterprise directly. Upon receipt of the application directly, the Enterprise Registration Office shall issue a receipt, check the validity of the application and carry out relevant administrative procedures.

Step 4: Get the results of enterprise registration change

Within 03 working days after receiving the application, the Enterprise Registration Office processing the valid application will add and change the enterprise’s information in the National Enterprise Registration Database. At the same time, the Enterprise Registration Office shall issue one of the following legal papers to the enterprise:

• New Enterprise Registration Certificate with changed contents.
• Certificate of change of enterprise registration information.

In case the application is invalid, the Enterprise Registration Office shall issue a Notice for the company to amend and supplement the dossier according to specific requirements and clearly state the reason.

Step 5: Engrave the company mark again

(The company only has to perform this step if the enterprise has a change in seal information).

Cases in which enterprises need to change their seal to match the contents of enterprise registration include:

• The company changed its Vietnamese name;
• Enterprises change the type of company;
• The company changed its headquarters to another province;
• The company changes its headquarters to another district (if there is still a county address on the mark).

Enterprises engrave seals and manage seals themselves without having to carry out any procedures related to seals with competent state agencies.

Dossier of change of enterprise registration

Depending on the change, the change profile will include one of the following:

• Notice of change of enterprise registration contents: depending on the changed content of the enterprise, the corresponding notice will be drafted such as: Notice of change of legal representative; Notice of change of owner of a private enterprise; Notice of change of owner of a one-member limited liability company; Notice of the addition and update of enterprise registration information.
• List of members of a limited liability company with two or more members when changing the capital of a member in a limited liability company with two or more members;
• List of authorized representatives for changes of shareholders/members being foreign-invested organizations.
• Minutes of the General Meeting of Shareholders for joint-stock companies or Minutes of meetings of the Members’ Council for limited liability companies with two or more members.
• Decision of the General Meeting of Shareholders for joint-stock companies or the Members’ Council for limited liability companies with two or more members, owners for one-member companies.
• Charter in case of change of owner of a one-member limited liability company.
• Personal identification documents (citizen identification, identity card, passport) notarized for new members, foreign shareholders, change of legal representative.

Detailed instructions for profiles vary according to specific contents:

Company name change profile

• The notice of change of company name shall be made by the notice of change of enterprise registration contents signed by the legal representative of the enterprise in the form of Appendix II-1;
• Minutes of the General Meeting of Shareholders for joint-stock companies or Minutes of meetings of the Members’ Council for limited liability companies with two or more members on the change of company name.
• Decision of the General Meeting of Shareholders for a joint-stock company or the Members’ Council for a limited liability company with two or more members, the owner for a one-member company on changing the company name.
• The company’s charter according to the new company name information (save).

Company address change profile

• Notice of change of address of the company’s head office shall be made by the notice of change of enterprise registration contents signed by the legal representative of the enterprise in the form of Appendix II-1;
• Minutes of the General Meeting of Shareholders for joint-stock companies or Minutes of meetings of the Members’ Council for limited liability companies with two or more members on the change of company headquarters.
• Decision of the General Meeting of Shareholders for a joint-stock company or the Members’ Council for a limited liability company with two or more members, the owner for a one-member company on changing the company’s headquarters.
• The company’s charter according to the new company headquarters address information (saved).

Dossier of change of legal representative of the company

• Notice of change of legal representative form Appendix II-1;
• Copies of the individual’s legal papers for the new legal representative;
• Resolutions and copies of minutes of the General Meeting of Shareholders for joint-stock companies on the change of legal representative in case the change of legal representative changes the contents of the company’s charter; Or resolutions, decisions and copies of minutes of meetings of the Board of Directors for joint-stock companies in case the change of the legal representative does not change the contents of the company’s charter other than the full name and signature of the legal representative of the company specified in Article 24 of the Law on Enterprises.
• Note: The person signing the notice of change of legal representative is one of the following individuals: Chairman of the Board of Directors, for joint-stock companies. In case the Chairman of the Board of Directors is the legal representative, the person signing the notice is the newly elected Chairman of the Board of Directors). The same applies to the Chairman of the Members’ Council of a limited company.

Dossier of increase in charter capital of the company

• The notice of increase in charter capital of the company shall comply with the Notice of change of enterprise registration contents signed by the legal representative of the enterprise in the form of Appendix II-1;
• Minutes of the General Meeting of Shareholders for joint-stock companies or Minutes of meetings of the Members’ Council for limited liability companies with two or more members on the change of increase in the company’s charter capital.
• Decision of the General Meeting of Shareholders for a joint-stock company or the Members’ Council for a limited liability company with two or more members, the owner for a one-member company on the increase of the company’s charter capital.
• The company’s charter according to the new charter capital information (for saving).

Dossier of reduction of charter capital of the company

• In case of reduction of charter capital, the enterprise must commit to ensure full payment of debts and other property obligations after capital reduction.
• Notice of change of enterprise registration contents signed by the legal representative of the enterprise in Appendix II-1;
• Resolutions and decisions and copies of meeting minutes of the Members’ Council for limited liability companies with two or more members on the change of charter capital;
• Financial statements closest to the time of deciding to reduce charter capital in case of charter capital reduction as prescribed at Points a and b, Clause 3, Article 68 of the Law on Enterprises 2020.
• The company’s charter according to the new charter capital information (for saving).

Company industry change profile

• Notice of change of enterprise registration contents (form Appendix II-1 issued together with Circular 01/2021/TT-BKHDT);
• Minutes of meetings on changes and supplements to enterprise lines of the company (for limited liability companies and joint stock companies);
• Decide on changing and supplementing the company’s enterprise lines.
• The company’s charter according to new enterprise line information (for saving).

Competence to sign dossiers of change of enterprise registration

Change of the company’s enterprise registration

When the company has a change in the content of enterprise registration, it is required to change the enterprise registration. The company carries out the change procedure at the Enterprise Registration Office – Department of Planning and Investment where the enterprise is headquartered.

Change of enterprise registration of branches, representative offices, enterprise locations:

In case the company changes the enterprise registration of a branch/representative office/enterprise location: The company shall do so at the Enterprise Registration Office – Department of Planning and Investment where the enterprise is located of the branch, representative office, enterprise location.

Cases where it is mandatory to submit a dossier for change of enterprise registration

• Change of company name (including: change of name in Vietnamese, change of foreign name, change of abbreviation).
• Change of the type of enterprise of the company (including: Change from one-member limited liability to two-member limited liability company or more; change from limited company to joint stock company, change from joint-stock company to limited company, change of private enterprise to company).
• Change of the company’s headquarters.
• Change phone number information, fax number; email, company website.
• Change the company’s enterprise lines.
• Change of the company’s charter capital (including changes in increasing the company’s charter capital or changing or decreasing the company’s charter capital).
• Changes in the capital structure of company members.
• Change of foreign shareholder information: Change of foreign shareholders; change in the capital contribution ratio of foreign shareholders; change information on passport and household registration of foreign shareholders.
• Change of legal representative of the company.
• Change the information of the legal representative of the company (including: change of title of the legal representative; change of identity card/identity card/passport number; change of household registration, current residence of the legal representative).
• Change of information of the owner of a one-member limited liability company: including transfer of owner, change of enterprise license of the owner (if legal entity), change of personal information of the owner (if an individual).
• Change of tax registration information: person in charge of accounting; address information for receiving tax notices.

Cases where enterprise registration changes are not required to be submitted

• Change of shareholder information in a joint-stock company;
• Change of founding shareholders (Except for the case of changing founding shareholders due to unpaid or only paying a part of the shares registered to buy as prescribed).

Cases in which enterprises are not allowed to register changes to enterprise registration

• The Enterprise Registration Office has issued a Notice of the enterprise’s violation in the case of revocation of the Certificate of Enterprise Registration or has been issued a Decision to revoke the Certificate of Enterprise Registration.
• Is in the process of dissolution according to the dissolution decision of the enterprise.

At the request of the Court or the Enforcement Agency or the police agency.

Notes when changing enterprise registration

Note about the company name you want to change

• The new name of the enterprise must not coincide or cause confusion with another registered enterprise.
• If the company makes a transition, the type of enterprise basically retains the old name.
• Enterprises that change their name should pay attention to signs of enterprise brand identification such as: trademark registration, domain name suitable for the changed company name.

Note when changing company headquarters

• The new address must be clear, specific, contactable in any form: in person, correspondence. In case it is not possible to contact the enterprise or enterprise registration agency, the tax authority may lock the enterprise code.
• The head office address of the enterprise must not be located in a functional apartment building for living. The enterprise registration agency does not issue a change enterprise registration license for enterprises located in apartments, condominiums or condominium group houses.

Note when adding new enterprise lines

• For old occupations that have not yet applied industry codes, industry codes must be implemented for old occupations according to industry codes level 4.
• For new additional industries, it is also necessary to apply industry codes according to industry code level 4 according to Decision 27/2018/QD-TTg.
• For professions that do not have industry codes but have specialized documents recognizing industries, the same industry codes shall be applied and detailed citations shall be applied in accordance with relevant legal documents.

Note when changing the increase in the company’s charter capital

• Enterprises are allowed to increase capital according to demand and must notify the change of enterprise registration within 10 days from the date of capital increase.
• When increasing the enterprise’s charter capital, the organization must contribute increased capital in the form of bank transfer through the company account. For individuals who contribute capital, they can choose to contribute capital by bank transfer or cash deposit.
• When increasing capital may affect the license tax rate, enterprises need to declare and pay additional license tax according to regulations.

Note when changing or reducing the company’s charter capital

• An enterprise may only reduce capital when it has been operating for 02 years or more, must meet the conditions and can only be reduced according to the percentage of ownership.
• Enterprises reducing charter capital should note industries requiring legal capital.

Note when changing more members of a 1-member limited liability company

When a 1-member limited liability company adds members, in addition to carrying out the change procedures, it must submit a dossier of change of type of enterprise in parallel. New members must provide notarized and valid identification documents as prescribed. Transferring members also need to ensure that the identification documents are valid as prescribed.

Note when transferring shares

• When a joint-stock company transfers capital, it is not required to carry out procedures at the Enterprise Registration Office.
• The company needs to declare and pay personal income tax due to the transfer of shares at a fixed tax rate such as securities transfer of 0.1% / total transfer value regardless of whether the company is profitable or unprofitable.
• In case of donation of shares (or transfer = 0 dong), the donor or transferee must pay personal income tax of 10%.

Note when transferring limited company capital

• When a limited liability company transfers foreign capital, it must carry out procedures at the Enterprise Registration Office, the company needs to declare personal income tax for the transferor.
• The transferor needs to pay tax when there is a difference. Although when transferring at par, but the company’s most recent financial statements are profitable, the tax department still applies transfer tax at the rate of interest according to the company’s most recent financial statements.
• Similar to a joint-stock company, in case of donation of contributed capital (or transfer = 0 VND), the donor or transferee must pay personal income tax of 10%.

Note when changing the legal representative of the company

• The Company may have one or more legal representatives.
• In case there are more than two legal representatives, in addition to two titles: Chairman of the Members’ Council / Chairman of the Board, General Director / Director, enterprises can choose any titles for the legal representative from the 3rd onwards such as: Deputy Director,  Managing Director, Head of Department,… However, enterprises need to clearly state the specific functions and powers of each legal representative in the enterprise’s charter.
• A person can act as the legal representative of many companies (except for some specific cases related to public companies).
• In case the old legal representative is suspended from the tax code, the enterprise may not change the legal representative.
• A person who is managing an enterprise that is currently suspended from the tax code cannot register as a new legal representative of another enterprise.
• Individuals who used to be the legal representative of an enterprise that is declared bankrupt for a period of one to three years from the date the enterprise is declared bankrupt are not allowed to act as a new legal representative for the company.
• The representative who hires the company needs to keep the labor contract and decide on appointment with the new representative.
• In case the change of the legal representative of the enterprise changes the contents of the charter, the minutes of the meeting must clearly state the changed contents in the enterprise’s charter.
• When changing the legal representative, it is necessary to pay attention to the change in the registration of bank account holder information, notify the change to partners and insurance agencies.
• For enterprises with sublicenses related to representative information, hazelnuts shall carry out procedures to change to suit the new representative’s information.
• When changing a representative attached to the transfer of capital to a new representative, it is necessary to pay attention to the procedure for declaring the transferor’s personal income.

Some procedures to follow after changing enterprise registration

• Notify banks, social insurance agencies, relevant authorities, partners, customers if the following information changes: company name, company address, legal representative.
• Change of company plate: if the company name or company headquarters is changed;
• Change information on electronic digital signatures, invoices if changing company name, changing company headquarters …
• Change enterprise information on the operation certificate of the company’s location, branch, representative office.
• Change enterprise information changes if the enterprise has licenses eligible for enterprise: Travel license, Enterprise license, Transport license, Trademark registration protection diploma, …

Specific instructions on cases to follow after changing enterprise registration

Change company name

• Procedures for changing legal entity seals;
• Remake the sign located at the company headquarters;
• Send a letter to the tax authority about the change on the company invoice;
• Carry out procedures related to units: Banking, insurance;
• Carry out procedures to change the name of the sublicenses the company currently owns: International travel enterprise license, domestic travel / Certificate of trademark protection ….
• Amending the company’s charter;
• Send a letter to change the company name with partners.

Change the address of the company’s head office

• Procedures for changing the legal entity seal (changing the address of the head office in another district): engraving the seal and announcing the seal sample of the enterprise;
• Remake the sign located at the company headquarters;
• Amending the company’s charter;
• Send a letter to the tax authority about the change on the company invoice;
• Carry out procedures related to units: Banking, insurance (if necessary);
• Changes on the relevant child licenses.
• Send dispatches to change company headquarters with partners.

Changing business lines

• For conditional additional industries, enterprises may only operate when they meet all conditions prescribed by law;
• Amending the company’s charter;

Change of the company’s charter capital

• Pay attention to filing the declaration and license tax when changing the license tax payment rate.
• Note that the declaration in the financial statements has a change in the item of equity capital.
• Amending the company’s charter;

Change in capital-contributed ownership structure

• Amending and supplementing the new shareholders/members’ book;
• Amending the company’s charter;
• Declare and pay Personal Income Tax due to transfer (for Joint Stock Company), submit Personal Income Tax declaration due to transfer (for limited company).

Change of legal representative

• Change bank account information;
• Notify partners;
• Amending the company’s charter;
• Change the associated child licenses.

Change/ establishment of location/ branch/ representative office

• Pay license tax for locations and branches;
• Tax declaration for branches/ representative offices / business locations;
• Hang signs at branches, representative offices, business locations.

Some questions when changing enterprise registration

When changing, is tax finalization and VAT invoice reissued?

• When changing headquarters in different districts or provinces, enterprises need to carry out tax closing procedures for transferring districts but not having to carry out tax finalization procedures.
• When converting the type of enterprise where the receiving party inherits all tax obligations of the enterprise before the conversion, it is not required to carry out tax finalization procedures before converting the type of enterprise;
• When an enterprise changes its company name, changes its head office address, it is necessary to contact the tax office to change the company’s information on the issued invoice.

When changing any content, enterprisees need to re-engrave the company seal?

• Change of company name;
• Change the type of enterprise of the company;
• In case of changing the head office of another district or province of the company: although it is not required to change the seal, in order to agree with the new district/province, the enterprise should issue a seal if the old seal shows the old district/province.

According to the provisions of the Enterprise Law 2020, when an enterprise needs to engrave a new legal entity seal with a new company name, the enterprise has the right to choose the number, form of the uniform seal, the content of the seal (only company name information and enterprise code are required) and even the right to keep the old seal with the old company name.

Recently, enterprises will engrave and use seals without having to make a Notice of using the enterprise’s seal sample to the Department of Planning and Investment to the Department of Planning as before.

Where to look up enterprise registration change information?

Change information will be looked up at the national enterprise registration portal on the website: www.dangkykinhdoanh.gov.vn.

Can a change be submitted online?

Change documents will be submitted online as follows:

• Apply online through the national enterprise portal.

Currently, the submission of documents for business registration change online is mandatory, no longer receiving applications directly. Except for enterprises established for a long time and have not been issued a tax code, they must pay directly on the Department of Planning and Investment where the company has its head office address.

How long does it take to change enterprise registration?

The time for change from the date the change dossier is duly and accepted is 03 working days.

What is the fee for changing company enterprise registration?

The company change fee is free, enterprises only need to pay the cost of publishing change information on the national portal: 100,000 VND and the fee for changing the company seal: 200,000 VND (in case of further change of company mark) when changing.

Services of Viet An Law Firm on enterprise registration change

• Consulting, preparing dossiers, carrying out procedures on behalf of customers with state agencies to change the company name.
• Consulting, preparing dossiers, carrying out procedures on behalf of customers with state agencies to change the head office address.
• Consulting, preparing dossiers, carrying out procedures with state agencies on behalf of customers to change charter capital.
• Advising on conditions, preparing dossiers, carrying out procedures on behalf of clients with state agencies to change the legal representative.
• Consulting, preparing dossiers, carrying out procedures on behalf of customers with state agencies to change enterprise registration lines.
• Consulting, preparing dossiers, carrying out procedures on behalf of customers with state agencies to transfer capital, change the percentage of capital ownership in the company.
• Consultation on post-change procedures;
• Consulting on registering an enterprise’s account with the Department of Planning and Investment where the enterprise is headquartered.
• Guide customers to write invoices, change issued invoice information.
• Confirmation of tax liability when changing offices in different districts, different provinces….
• Advising on legal issues arising in the operation of the enterprise.

If you want to change your enterprise registration, please contact Viet An Law for the best support!