Businesses must carry out procedures to change business registration
- Vietnamese capital companies have changes compared to the business registration documents and Business Registration Certificate (except for capital transfer joint stock companies).
- Foreign-invested companies can change the contents of the Business Registration Certificate and business registration documents similar to the procedures for Vietnamese-invested companies. In case, if a foreign-invested company is granted an Investment Registration Certificate, there are corresponding changes to the contents on the business registration dossier: business lines (corresponding to project objectives), company name company (if the same as the project name), project implementation address (if the same company address), charter capital increase (increase in capital contribution in total investment capital), change of investor,… are also must simultaneously carry out the procedures for adjusting the Investment Certificate. In case there are new investors contributing capital or buying shares, the company must also carry out additional procedures to register to buy capital contributions.
- Note: Business registration certificate is an old term now known as Enterprise registration certificate. This legal document is different from the Business License issued to foreign-invested companies operating in the field of retail goods.
Documents need to be prepared when changing business registration
When an enterprise needs to change its business registration and through the service of Company Viet An Law Firm, customers only need to transfer to Company Viet An Law Firm the changed information and related documents and sign the application. . The rest of the work: drafting documents, carrying out procedures at competent state agencies, receiving the results of changes will be done by the lawyers of Viet An Law Firm.
Procedures for changing business registration in 2023
The procedure to change the business registration contents on the business registration, depending on each content, will be done by the following steps:
Step 1: Confirm tax liability
The company only has to perform step 1 when changing the company's headquarters to another district or province.
When the company changes its headquarters address to a different district or province before carrying out the procedures to change 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 confirmation from the tax authority, the company will make changes to its business registration at the business registration authority where the company's new headquarters is registered.
Step 2: Draft documents to change business registration
- Viet An Law advises on conditions, processes, and legal procedures related to each changed content for businesses to prepare.
- If the customer uses the services of Viet An Law Firm, 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 by himself, prepare a change file corresponding to the changed content to submit to the Business Registration Office.
Step 3: Submit application for changes, information disclosure fee
The company submits the application at the Business Registration Office - Department of Planning and Investment where the business is headquartered:
- Enterprises submit 01 set of documents and pay the enterprise information disclosure fee.
Method of submitting application for change of business registration
- Apply online: at the website of the National Information Portal on business registration: https://dangkyquamang.dkkd.gov.vn. Currently, in Hanoi and Ho Chi Minh City, 100% of business registration changes must be submitted online, business registration agencies do not accept direct applications for registration change procedures. business registration. All information on carrying out procedures is done through the business registration account and the results of changes 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.
- Submitting documents directly: Currently, only in some special cases where businesses have not combined their tax code with their business code will the Business Registration Office receive paper documents from businesses directly. When receiving the application directly, the Business Registration Office issues a Receipt, checks the validity of the application and conducts related administrative procedures.
Step 4: Receive results of business registration changes
Within 03 working days of receiving the application, the Business Registration Office processing the valid application will add or change the enterprise’s information in the National Business Registration Database. At the same time, the Business Registration Office issues one of the following legal documents to the enterprise:
- New business registration certificate with changed contents.
- Confirmation of change in 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: Re-engrave the company seal
The company only has to take this step if the business has a change in seal information. Cases where businesses need to change their seal to match the business registration content include:
- Company changed Vietnamese name;
- Enterprises change the type of company;
- The company changed its headquarters to another province;
The company changes its headquarters to a different district (if the district address is still on the seal).
Enterprises engrave their seals and manage their own seals without having to carry out any seal-related procedures with competent state agencies.
Application for change of business registration
Depending on the content of the change, the change file will include one of the following documents:
- 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 enterprise owner; Notice of change of owner of a one-member limited liability company; Notice on supplementing and updating business registration information.
List of members of a LLC with two or more members when changing capital of members in a LLC with two or more members; - List of authorized representatives for changes in shareholders/members who are foreign invested organizations.
- Minutes of the General Meeting of Shareholders for joint stock companies or Minutes of meetings of the Board of Members for LLCs 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.
- Personal identification documents (citizen identification card, national identity card, passport) notarized for new members, foreign shareholders, change of legal representative.
Detailed instructions for documents to be changed according to specific content:
Company name change records
- Notice of change in company name is made according to Notice of change in business registration content 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).
Company address change records
- 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 joint-stock companies, or Minutes of the Members’ Council, for limited liability companies with two or more members, regarding 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.
- Company charter according to new company headquarters address information (saved).
Documents to change the company’s legal representative
- Notice of change of legal representative, form Appendix II-1;
- Copies of personal legal documents 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 changing the legal representative changes the content of the company’s Charter ;Or Resolutions, decisions and copies of minutes of meetings of the Board of Directors for joint stock companies in cases where changing the legal representative does not change the content of the company’s Charter other than the content of the company’s charter. , name and signature of the company’s legal representative specified in Article 24 of the Enterprise Law.
- 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.
Documents for increasing the company’s charter capital
- Notice of increasing the company’s charter capital is made according to the Notice of change in business registration content 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 a meeting of the Board of Members for a limited liability company with two or more members on changing and increasing the company’s charter capital.
- Decision of the General Meeting of Shareholders for a joint stock company or the Board of Members for a LLC with two or more members, or the owner for a one-member company on increasing the company’s charter capital.
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Company charter according to new charter capital information (to save).
File for reduction of company charter capital
- In case of reducing charter capital, the enterprise must commit to ensuring full payment of debts and other property obligations after reducing capital.
- Notice of change in business registration content signed by the legal representative of the enterprise using 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 statements closest to the time of decision to reduce charter capital in case of reducing charter capital according to the provisions of Points a and b, Clause 3, Article 68 of the Law on Enterprises 2020.
- Company charter according to new charter capital information (to save).
Company industry change profile
- Notice of change of business registration contents (form Appendix II-1 issued together with Circular 01/2021/TT-BKHDT);
- Minutes of meetings on changes and additions to the company’s business lines (for Limited Companies and Joint Stock Companies);
- Decide on changing or adding the company’s business lines.
- Company charter according to new business line information (to save).
Authority to sign documents to change business registration
Change the company’s business registration
When a company changes its business registration, it must change its business registration. The company carries out the change procedures at the Business Registration Office – Department of Planning and Investment where the enterprise’s head office is located.
Change of business registration of branches, representative offices, business locations:
In case the company changes the business registration of the branch/representative office/business location: The company shall do so at the Business Registration Office – Department of Planning and Investment where the branch’s headquarters is located. , representative office, business location.
Cases where it is mandatory to submit documents to change business registration
- Change of company name (including: change of name in Vietnamese, change of foreign language name, change of initials).
- Changing the company’s business type (including: Changing from a single-member LLC to a LLC with two or more members; changing from a limited liability company to a joint stock company, changing from a joint stock company to a corporation limited liability company, changing sole proprietorship to corporation).
- Change the company’s headquarters.
- Change phone number and fax number information; email, company website.
- Change the company’s industry and business lines.
- Change in company charter capital (including change to increase company charter capital or change to decrease company charter capital).
- Change the capital structure of company members.
- Change of information of foreign shareholders: Change of foreign shareholders; change the capital contribution ratio of foreign shareholders; change information on passport, household registration of shareholders being foreigners.
- Change of legal representative of the company.
- Change information of the company’s legal representative (including: change of legal representative’s title; change of identity card/identity card/passport number; change of household registration and residence current legal representative).
- Change of information of owner of one member limited company: including transfer of owner, change of business license of owner (if legal entity), change of personal information of owner (if individual).
- Change tax registration information: person in charge of accounting; Address information to receive tax notices.
Cases in which the application for change of business registration is not required
- Change shareholder information in a joint stock company;
- Change of founding shareholders (Except in cases of changing founding shareholders due to unpaid or only partial payment of shares registered to buy according to regulations).
Cases where enterprises are not allowed to register for changes in business registration
- The Business Registration Office has issued a Notice of violation of the enterprise in the case of revoking the Certificate of Enterprise Registration or has had a Decision to revoke the Certificate of Business Registration.
- In the process of dissolution according to the dissolution decision of the enterprise.
At the request of the Court or Judgment Enforcement Agency or police agency.
