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Changing business registration in Vietnam is a critical and mandatory process for enterprises when there are adjustments to the registered information. Below is a detailed guide covering the cases that require changes, the necessary documents, and post-completion tasks.
1. Cases Requiring Business Registration Changes in Vietnam
For Vietnamese-Owned Companies
When any modification involves the information stated on the Enterprise Registration Certificate, businesses must proceed with the business registration amendment at the Department of Planning and Investment. Specific cases include:
- Company name change: Including changes to the Vietnamese name, foreign language name, or abbreviation.
- Change of business type: For instance, from a limited liability company (LLC) to a joint-stock company (JSC) or vice versa.
- Change of headquarters address: Relocating the company’s registered address.
- Changes in contact information: Such as phone numbers, email, or website.
- Change of business sectors: Adding or modifying operational fields.
- Change of charter capital: Increasing or decreasing the charter capital.
- Change of capital structure: Related to members or shareholders.
- Change of legal representative: Including personal information or the title of the representative.
For Foreign-Invested Companies
In addition to the above cases, if a foreign-invested company has been granted an Investment Registration Certificate (IRC), changes related to the project—such as business sectors, new investors, or an increase in charter capital—also require amendments to the IRC.
2. Documents Required for Business Registration Changes
The required documents for business registration changes in Vietnam depend on the type of amendment, including:
- Notice of change in business registration information: Signed by the legal representative.
- Meeting minutes: From the General Meeting of Shareholders or Members’ Council.
- Resolution or decision on changes: Approved by the relevant authorized management bodies.
- Legal documents: Certified copies of personal identification documents (citizen ID, passport) of involved individuals.
- Revised company charter: Reflecting the updated information.
3. Post-Completion Tasks After Changing Business Registration in Vietnam
Once the business registration change is complete, enterprises must take the following steps to update their information:
a. Changing the Company Name
- Update the corporate seal.
- Replace the signage at the headquarters.
- Update information on invoices, bank accounts, insurance, and other related licenses.
b. Changing the Headquarters Address
- Create a new seal (if the address change crosses districts/provinces).
- Notify the tax authority.
- Update related licenses and certificates.
c. Changing Charter Capital
- Re-declare the license tax based on the new capital level.
- Update the charter and financial reports.
d. Changing Business Sectors
- For conditional sectors, ensure compliance with regulatory requirements.
e. Changing the Legal Representative
- Update information with banks, insurance agencies, and notify partners.
4. Important Notes
- The current “Enterprise Registration Certificate” is officially referred to as the “Business Registration Certificate.”
- Procedures must strictly follow legal regulations to avoid administrative penalties.
Conclusion
Changing business registration in Vietnam is a vital step to ensure the legality and alignment of a company’s operations with its actual activities. Proper preparation of documents and adherence to procedures will help businesses mitigate legal risks. For detailed assistance, contact reputable consulting firms for guidance.
ASL Law is a leading full-service and independent Vietnamese law firm made up of experienced and talented lawyers. ASL Law is ranked as the top tier Law Firm in Vietnam by Legal500, Asia Law, WTR, and Asia Business Law Journal. Based in both Hanoi and Ho Chi Minh City in Vietnam, the firm’s main purpose is to provide the most practical, efficient and lawful advice to its domestic and international clients. If we can be of assistance, please email to [email protected].
ASL LAW is the top-tier Vietnam law firm for doing business in Vietnam. If you need any advice, please contact us for further information or collaboration.
