Business Registration amendment procedure

During operation times, there will be times when the enterprise wants to change information that has been registered in the business registration application. In order to do this, enterprises will have to follow registration/notification procedures.

Enterprise will have to register with Business Registration office when these following information changed:

1. Enterprise name and business code
2. Enterprise headquarter address
3. Personal information of legal representatives of LImited Liability Company and Joint stock company.
4. Personal information of partners (as individual); for partner as organisation information such as name, business code and headquarter address.
5. Capital of private business; charter capital for other companies.

Enterprise will have to notify Business Registration office when these following information changed:

1. Business major, sector
2. Founder shareholder and foreign shareholders for joint stock company;
3. Other information in business registration application

The notification/registration amendment in the Business Registration Certificate must be proceeded in 10 working days counting from the day of changing.

When there are changes regarding the information about shareholders who are foreign investors, or their legal representative then the timeline shall be 03 working days counting from the date this information changed.

Relevant legal documents:

1. Law on Enterprise (2020)
2. Decision 01/2021/NĐ-CP about business registration
3. Circular 01/2021/TT-BKHĐT orient business registration
4. Circular 02/2023/TT-BKHĐT amend Circular 01/2021/TT-BKHĐT

Application of changing, notifying business registration information:

1. Notify the amended business information follow the samples (Annex II-1, or II-2, depend on the type of information)
2. Approval decision, decision of enterprise owner (for One member limited liability company) or meeting minutes attached with approval, decision of the Board of Members/General Meeting of Shareholders;
3. Other information relevant to the changed information:
   • Enterprise’s member list when there are changes about member or about capital;
   • List of authorised representatives for changes about shareholders or partners who are foreign organisations.
   • Soft-copy of legal documents of new partners as individual or new legal representatives with new enterprises.
   • Latest financial statement with the time enterprise decide to decrease charter capital (apply to the application of decreasing charter capital)
   • Transferring contract or document prove the completion of transferring; Contract prove giving capital contribution as a present;
   • Document issued by Business Registration offices apply for the case of capital contribution registration, shareholders purchasing, buying capital contribution.

Submission Procedure:

1. Enterprise send the Business registration amendment application to Business Registration offices where the headquarter located (at some areas the application can be done online)
2. After submitting the document, Business Registration offices issue the Receiving documents, checking the legality of the application and issue the new Business registration certificate (with updated information).

Proceeding time: from 01 to 03 working days.

Remarks:

1. When an enterprise wants to change tax information but not business registration information: Enterprise must send the notification document with legal representative signature to the Business Registration offices where headquarters are located.
2. About stamping documents filed in the registration application:
   • Stamping all the documents are not requested for these documents: Document request to register enterprise, notify about changing enterprise registration information, approval decision, decision, meeting minutes.
   • Other documents: follow regulation about stamping
3. Before registering to changing the headquarter address to other district, ward, provincial, city subject to Central unit different from the headquarter located address, this changes lead to changes in tax controlling department, enterprise will have to declare tax with Tax offices that are related to the changing location as prescribed per Law on Tax.
4. Enterprises are not allow to register, notify the amended business registration information in the following situation:
   • Receive violation notice from Business Registration offices, this applies to the violation that enterprise business registration certificate will be revoked or receive Decision about revoking business registration certificate.
   • Is in the process of winding-up
   • As per Court or judgement execution agencies or Investigation agencies, director or deputy director of Investigation Agencies, Investigator as per Criminal Procedure Code
   • Business in the legal status “Not operating business at the registered address”

Should you have any questions, please don’t hesitate to contact An Luat Vietnam for consultation, support. Our law firm with experienced lawyers, always available to support enterprises in completing the suitable application, as well as completing the application, relevant procedures to guarantee legal safety and lawful benefits for clients’ activity.