Change Of Business Registration

CHANGE BUSINESS REGISTRATION

1. Enterprises must carry out procedures for changing business registration

Vietnamese capital companies have changes compared to the enterprise registration documents and the business registration certificates (except for joint stock companies transferring capital).
The foreign-invested company has changed the contents of the Certificate of Business Registration and the enterprise registration dossier similar to the procedures of a Vietnamese-owned company. In case, if a foreign-invested company is granted an Investment Registration Certificate, there is a corresponding change in the contents of the enterprise registration dossier: business lines (corresponding to project objectives), name of company (if it is the same as the project name), project implementation address (if it is the same company address), increase in charter capital (increase in contributed capital in total investment capital), change investor, etc. must simultaneously carry out the procedures for adjusting the Investment Certificate. In case, there are new investors to contribute capital or buy shares, the company must also carry out additional procedures for registration of purchase of contributed capital.
Note: Certificate of Business Registration is the old term now known as Certificate of Business Registration. This legal document is different from the Business License granted to a foreign-invested company operating in the field of retailing of goods.

2. Procedures for changing business registration

Step 1: Confirm tax liability:

The company only has to perform step 1 when there is a change in the company’s headquarters to another district or province.

When the company changes its head office address to another district or province before carrying out the procedures for changing business registration at the Business Registration Office. The company needs to carry out procedures for closing tax obligations with the old tax administration agency. After receiving the certification of the tax office, the company shall make changes to its business registration at the business registration office where the new head office of the company is registered.

Step 2: Drafting business registration change documents:

MVA Law advises on legal conditions, processes and procedures related to each content change for businesses to prepare.
If the client uses the services of MVA Law, our lawyer will assist in drafting the document to transfer the client to sign for us to take the next steps.
If the customer submits the application file by himself, prepare the change corresponding to the changed content to submit to the Business Registration Office.

Step 3: Submit application for changes, information disclosure fee:

The company submits an application at the Business Registration Office – Department of Planning and Investment where the enterprise’s head office is located:

The enterprise shall submit 01 application and pay the enterprise information disclosure fee.

Step 4: Get the result of business registration change:

Within 03 working days from the date of receipt of the application, the Business Registration Office, which processes the valid application, will supplement or change the information of the enterprise in the National Business Registration Database. At the same time, the Business Registration Office shall issue one of the following legal papers to the enterprise:

New business registration certificate with changed contents.
Certificate of change of business registration information.

In case the dossier is not valid, the Business 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 stamp:

The company only has to perform this step if the enterprise has a change in seal information. Cases where an enterprise needs to change its seal to match its business registration contents include:

Company changed its name to Vietnamese;
Enterprises change the type of company;
The company changes its head office to another province;
The company changes its head office to a different district (if there is still a district address on the stamp).

Enterprises engrave their seals and manage their own seals without having to carry out any seal-related procedures with competent state agencies.

3. The change file includes:

Notice of change of business registration content: 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 private business owner; Notice of change of owner of one member limited liability company; Notice of addition and update of business registration information;
List of members of a limited liability company with two or more members upon change of capital of a member in a limited liability company with two or more members;
List of authorized representatives for change of shareholders/members being foreign-invested organizations;
Minutes of the General Meeting of Shareholders, for joint-stock companies, or Minutes 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, and the owner, for one-member companies;
Charter in case of change of owner of one member limited liability company;
Notarized personal identification papers (citizen identity card, identity card, passport) for new members, foreign shareholders, change of legal representative.

3.1 Company name change file:

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

3.2 Company address change file:

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

3.3 Dossier to change the legal representative of the company

Notice of change of legal representative, form Appendix II-1;
A copy of the individual’s legal papers for the new legal representative;
Resolution and copy of the minutes of the General Meeting of Shareholders for a joint-stock company on the change of the legal representative in case the change of the legal representative changes the contents of the company’s charter ;
Or the resolution, decision and copy of the minutes of the meeting of the Board of Directors, for a joint-stock company, in case the change of the legal representative does not change the contents of the company’s charter other than their content, name and signature of the legal representative of the company specified in Article 24 of the Law on Enterprises;
Note: The person who signs the notice of change of legal representative is one of the following individuals: Chairman of the Board of Directors for a joint-stock company. In case the Chairman of the Board of Directors is the legal representative, the person who signs the notice is the Chairman of the Board of Directors who will be elected by the Board of Directors). The same applies to the Chairman of the Members’ Council of a limited company.

3.4 Dossier to increase the company’s charter capital

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

3.5 Dossier to reduce the company’s charter capital

In case of reduction of charter capital, the enterprise must commit to ensure full payment of debts and other property obligations after the capital reduction;
Notice of change of business registration information signed by the legal representative of the enterprise using the form Appendix II-1;
Resolution, decision and copy of meeting minutes of the Members’ Council, for limited liability companies with two or more members, on the change of charter capital;
Financial statement closest to the time of decision 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;
Company charter according to new charter capital information (for saving).

3.6 Profile of change in company industry:

Notice of change of business registration contents (form Appendix II-1 issued together with Circular 01/2021/TT-BKHDT);
Minutes of the meeting on the change or addition of the company’s business lines (for limited liability companies and joint stock companies);
To decide on the change or addition of business lines of the company;
Company charter according to new business line information (to save).

4. Note when changing business registration:

4.1 Note when changing company name:

The new name of the enterprise must not be identical or confusing to another registered enterprise;
If the company converts its business type, it will basically keep the old name;
Enterprises that change their name should pay attention to signs of corporate brand identity such as: trademark registration, domain name matching the changed company name.

4.2 Notes when changing the company’s head office:

The new address must be clear, specific, contactable in all forms: direct, mail. In case the business registration authority cannot be contacted, the tax authority may block the enterprise code;
The address of the head office of the enterprise must not be located in an apartment with a function to live in. The business registration authority does not issue a modified business registration license to an enterprise located in an apartment building or a condominium.

4.3 Notes when adding new business lines:

For old trades that have not yet applied industry codes, the industry codes for old trades must be coded according to industry codes level 4;
For new additional occupations, it is also necessary to apply the industry code according to the level 4 industry code according to Decision 27/2018/QD-TTg;
For trades that do not have industry codes but have specialized documents recognizing them, the same industry codes shall be applied and detailed quotations according to the provisions of relevant legal documents.

4.4 Notes when changing to increase the company’s charter capital:

Enterprises are allowed to increase capital according to their needs and must notify changes in business registration within 10 days from the date of capital increase;
When increasing the charter capital of an enterprise that is an organization, it must contribute the increased capital in the form of a transfer via the company account. For individuals contributing capital, they can choose the form of capital contribution by bank transfer or cash payment;
When increasing capital may affect the license tax rate, businesses need to declare and pay additional license tax according to regulations.

4.5 Notes when changing and reducing the company’s charter capital:

An enterprise may only reduce its capital when it has been in operation for 2 years or more, must satisfy the conditions and can only reduce it according to the percentage of its ownership;
Enterprises reducing charter capital should pay attention to industries that require legal capital.

4.6 Notes 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 the two titles: Chairman of the Board of Directors/Chairman of the Members’ Council, General Director/Director, the enterprise can choose any title for the legal representative. Laws from the 3rd onwards such as: Deputy Director, Executive Director, Head of Department, etc. However, enterprises need to clearly state the specific functions and powers of each legal representative in the charter of the enterprise. ;
One person can act as the legal representative of many companies (except for some special cases related to public companies);
If the old legal representative is suspended, the enterprise may not change the legal representative;
Persons currently managing an enterprise whose tax identification number is suspended may also not be able to register as a new legal representative of another enterprise;
Individuals who used to be legal representatives of enterprises declared bankrupt within one to three years from the date the enterprises were declared bankrupt are also not allowed to act as new legal representatives for the companies. ;
The representative who is the hirer of the company needs to keep the labor contract and the appointment decision with the new representative;
In case the change of the legal representative of the enterprise changes the charter, the meeting minutes must clearly state the changed contents in the charter of the enterprise;
When changing the legal representative, it is necessary to note the change in the registration of bank account holder information, notify the change to the partner and the insurance agency;
For enterprises that have a sub-license related to the information of the representative, they must carry out procedures to change the information to suit the new information of the representative;
When changing the representative associated with the transfer of capital to the new representative, it is necessary to pay attention to the procedure for declaring the personal income of the transferor.

5. Some procedures to follow after changing business registration

Notify the bank, social insurance agency, relevant authorities, partners, customers if the information changes: company name, company address, legal representative;
Change of company plate: if changing company name, company headquarters;
Change information on electronic digital signatures, invoices if the company name is changed, the company’s headquarters is changed…
Change of business information on the Certificate of Operation of the location, branch or representative office of the company;
Change of business information changes if the business has the right licenses for business: Travel License, Business License, Transport License, Trademark Registration Protection Certificate, …

6. Service of MVA Law Firm on business registration change

Consulting, preparing documents, on behalf of clients to carry out procedures with state agencies to change the company’s name;
Consulting, preparing documents, on behalf of clients to carry out procedures with state agencies to change the head office address;
Consulting, preparing documents, performing procedures on behalf of clients with state agencies to change charter capital;
Advising on conditions, preparing documents, performing procedures on behalf of clients with state agencies to change legal representatives;
Consulting, preparing documents, on behalf of customers to carry out procedures with state agencies to change business registration lines;
Consulting, preparing documents, on behalf of clients to carry out procedures with state agencies to transfer capital, change capital ownership ratio in the company;
Consulting the following procedures change;
Consulting to register an enterprise’s account with the Department of Planning and Investment where the enterprise’s head office is located;
Guide customers to write invoices, change issued invoice information;
Confirmation of tax obligations when changing the head office to another district, different province….
Consulting on legal issues arising in business activities.