Changing business registration is one of the important procedures related to business registration, so many businesses are looking for information related to this process. Please refer to the content of the article below to understand specifically about issues related to changing business registration.

1. What does changing business registration mean?

Changing business registration is a legal procedure that businesses need to carry out when there is a change in information in the business registration file or information on the business registration certificate issued by the Department of Planning and Investment. Therefore, when there is an important change related to the business, it is necessary to carry out the procedure to change business registration information with the state agency.

2. Cases requiring changes to business registration

You can change all contents in the business registration except the company tax code which cannot be changed

• Change the company name (including cases: change the name in Vietnamese, change the name in foreign language, change the abbreviated name).
• Change the type of enterprise (for example: Change from a single-member LLC to a LLC with 2 or more members; change from an
• LLC to a joint stock company, change a private enterprise to a company, change from a joint stock company to an LLC).
• Change the company’s head office address.
• Change the company’s phone number, email, website information.
• Change and add business lines.
• Change the company’s charter capital (including changes to increase the company’s charter capital or changes to decrease the company’s charter capital).
• Change of capital contributing shareholders
• Share transfer
• Change of information of foreign shareholders, change of capital contribution ratio of foreign shareholders; change of information on Passport, Household registration of foreign shareholders.
• Change of legal representative of the enterprise
• Change of information of legal representative of the company (for example: change of title of legal representative; change of ID card/citizen identification card/passport number; change of household registration, current residence of legal representative).
• Change of information of owner of a single-member LLC: including information on transfer of ownership, change of business license of owner, change of personal information of owner.
• Change of tax registration information: such as information of person in charge of accounting; information on address for receiving tax notices.

3. Documents to prepare for business registration change procedures

The documents to prepare for business registration change procedures will depend on the change category and prepare the following related contents:

3.1 Documents to change the company name

• Notarized copy of business registration certificate
• Notarized notice of change of business registration content signed by the legal representative of the enterprise according to the form in Appendix II-1;
• Minutes of meeting of members in the company (general meeting of shareholders for joint stock companies, members contributing capital for LLCs)
• Decision of company members on the change
• Company charter according to the new company name information (for filing).

3.2 Documents to change the company’s address

• You only need to provide the new address information, Viet My Lawyer will prepare the entire document, guide you to sign, submit the document to the Department of Planning and Investment and then deliver the new license to your home.
• Form of notice of change of business registration content signed by the legal representative of the enterprise according to the form in Appendix II-1;
• Minutes of meeting of members in the company
• Decision of company members on change
• Company charter according to new company name information (for filing).
• When changing the company address to another district or province, you need to settle taxes at the managing branch before the application is accepted
• The latest notarized copy of the business registration certificate

3.3 Documents for changing the legal representative of the enterprise

• Notification of change of legal representative according to the statutory form;
• Copies of legal documents of the individual of the new legal representative;
• Resolution and copy of the minutes of the General Meeting of Shareholders with the joint stock company on changing the legal representative when the change of legal representative changes the content of the Company Charter.
• Or the decision and copy of the minutes of the meeting of the Board of Directors with the joint stock company when the change of legal representative does not change the content of the Company Charter.
• Notarized copy of the business registration certificate

Note: The person signing the notice of change of legal representative must be one of the following individuals: Chairman of the Board of Directors (for joint stock companies). If the Chairman of the Board of Directors is the legal representative, the person signing the notice is the newly elected Chairman of the Board of Directors. The same applies to the Chairman of the Board of Members of the LLC.

3.4 Documents when increasing the company’s charter capital

• Notification of increasing the company’s charter capital according to the Notice of change in business registration content by the legal representative of the enterprise according to the prescribed form;
• Minutes of the General Meeting of Shareholders (for joint stock companies) or Minutes of the meeting of the Board of Members (for LLCs with two or more members) on changing the increase in the company’s charter capital.
• Decision of the General Meeting of Shareholders (for joint stock companies) or the Board of Members (for LLCs with two or more members), owner (for single-member companies) on increasing the company’s charter capital.
• New company charter.
• Notarized copy of the business registration certificate

3.5 Documents when reducing the company’s charter capital

• If the charter capital is reduced, the enterprise must commit to ensuring full payment of debts and other financial obligations after the capital reduction.
• Notice of change in business registration content signed by the legal representative of the enterprise in the prescribed form;
• Decision, copy of the minutes of the meeting of the Board of Members (for limited liability companies with two or more members) on changing the charter capital;
• Financial statements close to the time of deciding to reduce the charter capital in case of reducing the charter capital in accordance with the provisions of the Enterprise Law.
• New company charter.
• Notarized copy of the business registration certificate

3.6 Documents when changing the company’s business lines

• 01 Notice of change in business registration content in the prescribed form;
• Minutes of the meeting on changing or adding the business lines of the enterprise (for LLCs and Joint Stock Companies);
• Decision on changing or adding the business lines of the company.
• The new company charter includes information on the new business lines.
• Notarized copy of business registration certificate

4. Procedures for changing business registration 2024

The procedure for changing business registration will depend on each content and is carried out with the following steps:

Step 1: The enterprise settles taxes with the current tax authority

With this step, the enterprise only needs to perform when there is a change in the company’s headquarters different from the original headquarters, this change exceeds the management scope of the local tax unit. For example, moving the headquarters from one district to another.

• Performing the tax settlement obligation when the company has the above change of headquarters must be performed before going to the business registration office to change the business registration. The company needs to perform tax settlement with the current tax department or tax authority.
• Carry out the procedure to confirm tax obligations. However, if the enterprise is newly established or has just settled taxes at the old tax department when changing to another district or province, it only needs to perform the procedure to close the obligation with the old tax authority. After receiving confirmation from the tax authority, the company will change its business registration at the new location.

Step 2: Prepare documents to change business registration

Business owners need to prepare documents according to the content in the above section.

Step 3: Submit documents to the business registration office

After the company has prepared the above documents, it will bring the complete documents to the local Department of Planning and Investment, along with the fee for publishing business information after the change.

There are two ways to submit documents to change business registration:

• Submit documents online: on the website of the National Business Registration Information Portal. Currently, in big cities such as Hanoi and Ho Chi Minh City, most businesses that change their business registration must submit them online, the agency does not accept documents directly. All procedures are carried out through the business registration account and the change results are sent to the business by post, the business pays the change fee and the announcement fee by bank transfer.
• Submitting documents directly: Currently, only in some special cases where the business has not combined the tax code with the business code will the paper documents of the business be accepted directly. When receiving the documents directly, the Business Registration Office will issue a Receipt, then check the validity of the documents and carry out related administrative procedures.

Step 4: Receive results of business registration changes

Within 03 working days from the date of receipt of the dossier, the Business Registration Office of the Department of Planning and Investment will process the valid dossier and supplement and change the enterprise’s information on the National Database of Business Registration. At the same time, the Business Registration Office will issue one of the following legal documents to the enterprise:

• A new business registration certificate with the changed contents.
• A certificate of change in business registration information.
• In case the dossier is invalid, the Business Registration Office will issue a Notice for the company to amend or supplement the dossier according to specific requirements, stating the reasons.

Step 5: Re-engrave the company seal

The enterprise only needs to perform this step if the enterprise has changed the information on the seal.

Cases where a company needs to change its seal to match the changed business registration content include:

• When changing to a different Vietnamese name;
• When changing the type of company;
• The company changes its headquarters to another province;
• The company changes its headquarters to another district (if the seal has the old district address).

After re-engraving the seal, the enterprise can manage the seal itself without having to carry out any procedures related to the new seal with the competent state agency.

Thus, above are the issues surrounding the content of the latest Change business registration content sent to readers by Viet My Accounting. Contact VIET MY LAW AND ACCOUNTING immediately if you have any further questions about the process and procedures related to changing business registration content.