Changing Business Registration Details is a legal procedure that enterprises must undertake when there is a change in the information on their business registration documents or the details recorded on the Business Registration Certificate at the Business Registration Office – Department of Planning and Investment where the company is headquartered. However, you may still have questions regarding the Business Registration Change Procedures for enterprises. To clarify these concerns, the article below by Viet My Law and Accounting will assist you

1. Cases Requiring Business Registration Change Procedures for Enterprises

The Business Registration Certificate contains various details, so enterprises must clearly identify the information to be changed. These changes not only affect business operations but also determine the necessary documents and fees the enterprise must fulfill.

When any of the following information on the Business Registration Certificate is altered, the enterprise is required to update its business registration details:

• Change of organization name, including the company’s Vietnamese name, foreign name, or abbreviation.
• Change of headquarters address, such as relocating the main office to a different address.
• Change of business activities, including removing or adding business sectors.
• Change of charter capital, such as increasing or decreasing the capital, or restructuring capital contributions/shares among members or shareholders.
• Change of legal representative of the company.
• Change of members/shareholders due to transfers or additional capital contributions.
• Change of enterprise seal.

Note: Enterprises can proceed with one or multiple changes listed above in a single update.

2. Documents Required for Changing Business Registration Details in 2024

Depending on the specific details to be changed in the business registration, different sets of documents will be required. Below are the details for each case:

2.1. Documents for Changing the Company Headquarters Address

Changing the main office address is more complex than other types of changes because different cases require distinct document sets. Legal professionals or experienced lawyers may find this straightforward, but others might face challenges.

For changes within the same province or city where the business is registered:

• 01 Notification of address change using the prescribed form.
• 01 Resolution on changing the main office address by the Members’ Council.
• 01 Copy of the meeting minutes discussing the address change by the Members’ Council.
• 01 Power of attorney for a third party (if using a service to handle the registration).

For changes to a different province or city:

• 01 Notification of address change using the prescribed form.
• 01 Amended and supplemented company charter (certified copy).
• 01 Complete list of company members.
• 01 Resolution on changing the company address by the Members’ Council.
• 01 Copy of the meeting minutes discussing the address change by the Members’ Council.
• 01 Power of attorney for a third party (if using a service to handle the registration).

2.2. Documents for Changing the Company Name

• 01 Notification of name change using the prescribed form.
• 01 Resolution on changing the company name by the Members’ Council.
• 01 Copy of the meeting minutes discussing the name change by the Members’ Council.
• 01 Power of attorney for a third party (if using a service to handle the registration).

2.3. Documents for Changing the Legal Representative

• 01 Notification of change in legal representative (Form Appendix II-1).
• 01 Copy of the new legal representative’s identification documents.
• Resolution and meeting minutes of the General Meeting of Shareholders (for joint-stock companies) discussing changes to the legal representative if it affects the company charter. Alternatively, if there’s no effect on the charter, a resolution and meeting minutes by the Board of Directors will suffice.

Note: The notification must be signed by one of the following individuals:

The Chairman of the Board for joint-stock companies. If the outgoing legal representative is the Chairman, the notification should be signed by the newly appointed Chairman.

2.4. Documents for Changing Business Activities

• 01 Notification of changes in business activities.
• 01 Resolution and meeting minutes on changes to business activities (depending on the company type).
• 01 Power of attorney for a third party (if using a service to handle the registration).

2.5. Documents for Changing Charter Capital

• 01 Notification of changes in charter capital using the prescribed form.
• 01 Resolution and meeting minutes regarding the increase or decrease in charter capital, or changes in capital contributions (depending on the company type).
• 01 List of all members for multi-member LLCs or partnerships.
• Supporting documents for completed capital transfers (e.g., transfer agreements or gifting contracts).
• Approval document from the investment registration authority for foreign investors.
• 01 Power of attorney for a third party (if using a service to handle the registration).

2.6. Documents for Changing the Company Seal

• 01 Notification of seal change using the prescribed form.
• 01 Copy of the investment/business registration certificate.
• 01 Copy of the tax registration certificate.
• 01 Power of attorney for a third party (if using a service to handle the registration).

Given the complexity and variety of business registration changes, this article only highlights the most commonly required document sets. For more details, consult with legal professionals.

3. Procedures for Changing Business Registration Details

The process of changing business registration details involves the following steps:

Step 1: Prepare the business registration change documents

The enterprise must prepare a set of documents for changing business registration details, as outlined in our detailed instructions in this article.

Step 2: Submit the documents to the Business Registration Office

The prepared documents are submitted by the enterprise or an authorized organization to the Department of Planning and Investment of the province/city where the company’s headquarters is registered. This submission is done online via the National Business Registration Portal.

Step 3: Publish the changes on the National Business Registration Portal

Once the business registration changes are completed, the enterprise is required to publish the updated details on the National Business Registration Portal in compliance with the Enterprise Law.

Step 4: Receive the updated Business Registration Certificate

During the verification and approval process, if the documents are deemed valid, the Business Registration Office will update the requested changes on the new Business Registration Certificate.

If the documents are invalid, the Business Registration Office will issue a written notification detailing the reasons for rejection, allowing the enterprise to amend or supplement the required documents.

Step 5: Complete other related tasks after making changes

Depending on the specific changes made, the enterprise may need to undertake additional tasks, such as updating the company seal if the company name has been changed.

By following these steps, enterprises can ensure compliance with legal requirements for updating business registration details.

4. Fees for Changing Business Registration Details

The cost of changing business registration details includes a mandatory fee that the enterprise must pay to the competent authority for registration. Additionally, there may be service fees if the business uses a third-party service for the registration process.

The registration change fee is free of charge. The enterprise only needs to pay a 100,000 VND fee for publishing the change on the National Business Registration Portal and a 200,000 VND fee for updating the company seal (if applicable) during the registration change process.

5. Where to Submit Documents for Changing Business Registration Details?

Documents for changing business registration details should be submitted online via the National Business Registration Portal at the website: dangkyquamang, to the Business Registration Office – Department of Planning and Investment in the province or city where the business is headquartered. Each province or centrally governed city has its own Department of Planning and Investment.

Here are some notable addresses for submitting business registration changes:

• Hanoi:
  Business Registration Office – Department of Planning and Investment, Hanoi:
  Vo Chi Cong Complex, Tay Ho District, Hanoi (258 Vo Chi Cong Street, Xuan La Ward, Tay Ho District, Hanoi).
  (Old address: 3rd Floor, B10A Building, Nam Trung Yen Urban Area, Trung Hoa, Cau Giay, Hanoi).
• Ho Chi Minh City:
  Department of Planning and Investment, Ho Chi Minh City:
  32 Le Thanh Ton Street, Ben Nghe Ward, District 1, Ho Chi Minh City.
• Da Nang:
  Department of Planning and Investment, Da Nang:
  6th Floor, Administrative Center Building, 24 Tran Phu Street, Thach Thang, Hai Chau, Da Nang.

For detailed information on “Business Registration Change Procedures ,” the information provided above by Viet My Law and Accounting should help. If you have any further questions or need clarification, feel free to contact us for accurate and timely assistance.

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