Business registration is a mandatory process for individuals and organizations looking to start a business or produce in a specific field. Therefore, when there are changes in business registration information, business owners need to proactively update the details with the relevant government authorities. To learn more about the documents for changing business registration details, please refer to the following article for detailed information.

1. What is a Business Registration Certificate?

To understand the business registration certificate, we refer to Clause 15, Article 4 of the Enterprise Law, which defines the business registration certificate as a document (either hard copy or electronic) that records the business registration details issued by the Business Registration Authority. The business registration certificate has the following characteristics:

• It is issued after the business registration application is deemed valid.
• The certificate does not have a fixed validity period, as it depends on the existence of the company and its decisions.

According to Article 28 of the 2020 Enterprise Law, the business registration certificate includes the following main details:

“The business registration certificate shall include the following key information:

• The company name and business registration number.

• The company’s main office address.

• The name, contact address, nationality, and legal document number of the legal representative of a limited liability company or joint-stock company; for the general partners of a partnership; or for the owner of a private enterprise. The name, contact address, nationality, and legal document number of individual members; and the name, business registration number, and main office address of corporate members for limited liability companies.

• The charter capital for the company and investment capital for a private enterprise.”

Thus, it can be seen that the business registration certificate is an official confirmation of a company’s business activities, including essential details such as the company name, business registration number, main office address, and information about the company’s legal representative and capital contributors.

2. Situations Requiring Changes to Business Registration Information

According to Clause 1, Article 30 of the Enterprise Law, businesses must re-register with the business registration authority when there are changes to the information in the business registration certificate, as specified in Article 28 of the 2020 Enterprise Law.

Additionally, under Decree No. 01/2021 of the Government, certain changes, such as changes in business activities, tax registration notifications, or other content not listed in the business registration certificate, require businesses to notify the authorities of the changes. Specific cases requiring changes to the business registration certificate include:

Situations requiring changes to the business registration certificate:

• Change of company name and business registration number.
• Change of company headquarters address.
• Change of personal information (name, contact address, nationality) for the legal representative of a limited liability company or joint-stock company; for the partners of a partnership; or for the owner of a private enterprise. For individual members, change of name, contact address, nationality, and legal document number; for corporate members in limited liability companies, change of name, business registration number, and headquarters address.
• Change of charter capital for a company or investment capital for a private enterprise.
• Changes as ordered by the Court or Arbitration Tribunal to the business registration certificate.

Cases requiring notification of changes (no need to change the business registration certificate):

• Notification of changes to information of founding shareholders in unlisted joint-stock companies.
• Notification of changes to foreign investors in unlisted joint-stock companies.
• Notification of changes in business activities.
• Notification of changes in tax registration information.
• Notification of changes in membership for limited liability companies with two or more members.
• Notification of changes in the owner of a single-member limited liability company.
• Notification of changes in the owner of a private enterprise in the case of a sale, gift, or death of the owner.
• Notification of changes to foreign investors in unlisted joint-stock companies.
• Notification of changes to foreign investor shareholder information or changes in the legal representative information for foreign organization shareholders.

Thus, it can be seen that changes to the information included in the business registration certificate require a new business license, while changes not listed in the certificate only require a notification, without needing to update the business license.

3. Documents Required for Changing Business Registration Information

When preparing to change business registration information, businesses need to prepare the following documents:

• 01 Notification requesting the update or addition of business registration information
• 01 authorization letter for the individual performing the procedure related to business registration (no notarization required)
• 01 copy of the legal documents of the authorized individual
• 01 copy of the service contract with the organization performing the business registration procedure
• 01 introduction letter from the organization for the individual performing the procedure
• Copy of the legal documents of the individual introduced by the organization
• A copy of the receipt for the documents according to the form issued by the enterprise providing public postal services, with the signature of the postal staff or an authorized person signing the business registration application.

Thus, a business wishing to change its business registration information needs to prepare the documents listed above, with the most important being the documents related to authorizing individuals or organizations to act on its behalf.

4. Procedure for changing the business registration license

When changing the business registration license, the procedure is divided into the following cases:

Case 1: Changing the business registration license based on the company’s decision
– The company is responsible for registering the change in the business registration certificate (at the Business Registration Office of the Department of Planning and Investment where the company’s headquarters are located) within 10 days from the date of the change.
– Within approximately 3 working days from receiving the documents, the Business Registration Office will review the validity of the documents and issue a new business registration certificate.
– If the documents are not valid, the Business Registration Office will notify the company in writing about the necessary amendments or supplements. If the new certificate is refused, the company will be informed in writing, with clear reasons.

Case 2: Changing based on a court or arbitration decision
For this case, the following procedures need to be carried out:
– The person requesting the change in the business registration certificate must send a request for the change to the Business Registration Office within 15 days from the date the court ruling or arbitration decision becomes legally effective.
Note: The registration documents must include a copy of the final court ruling or arbitration decision.
– Within 3 working days from receiving the request, the Business Registration Office will review and issue a new business registration certificate based on the contents of the final court ruling or arbitration decision.
– If the documents are invalid, the Business Registration Office must notify the applicant in writing about the necessary amendments. If the new business registration certificate is refused, the office must inform the applicant in writing, stating the reasons.

Thus, changing the business registration details will be carried out in two forms: by the business owner’s decision or by the court of arbitration’s decision. Changes based on a court ruling or arbitration decision are mandatory.

In conclusion, when changing business registration details, the company may be issued a new certificate or not, depending on whether the information on the old certificate changes or not. If there are no changes in the required details, the company only needs to notify via the online portal. Therefore, the procedure can be quick or may take more time depending on the type of change. Hiring a specialized agency to handle the procedure is also a quick solution.

The above is an overview from Accounting Viet My on the Documents for changing business registration details in 2024. We hope this information helps you better understand the procedure for changing business registration details. You can also contact Law and Accounting Viet My for any questions regarding the business registration procedure. Feel free to reach out to Accounting Viet My for assistance with changing your company’s business registration details.

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