A company's registered office serves as the primary legal foundation for a business to officially commence operations. However, selecting and registering a corporate address is not merely about securing a workplace; it demands strict compliance with legal regulations — failure to do so can result in the suspension of the enterprise's tax identification number, rendering it unable to continue its business operations.
📌 Key point
The company's registered office must fully comply with legal regulations regarding legal documentation, signage, local planning, etc., regardless of whether it is a physical or a virtual office. If the tax authorities conducts an inspection and verifies that the business is not operating at its registered address, the company's tax identification number will be suspended, leading to many severe legal consequences.
What constitutes a legally valid head office address?
According to Article 42 of Enterprise Law 2020 (Law No. 59/2020/QH14), the head office of an enterprise is defined as follows:
"The company's head office is located within the territory of Vietnam, serves as the company's contact address, and is determined according to administrative boundaries; it includes a telephone number, fax number, and email address (if any)."
Based on this definition, there are two groups of legally permitted locations for a company's head office:
- Private house, detached house: They must fully comply with fire safety and security regulations, not violate local construction planning, and have complete legal documentation.
- Commercial, office, or mixed-use buildings: It can be used for both residential and commercial purposes, provided that permission is granted by the competent state authority.
The director may register their private residential address as the company's registered head office and even use the same address for multiple companies simultaneously, provided the premise has sufficient separate space, each company has its own signage, and the property owner's consent has been obtained.
⚠️ Note
According to Article 3, Clause 8 of the Housing Law 2023, the law strictly prohibits the use of apartment buildings or collective housing for non-residential purposes (business operations, registration as a head office) without permission from the competent state authority.
What legal requirements must a company's head office meet?
After registering a valid address, businesses must also maintain three legal obligations at their registered office as stipulated in the 2020 Enterprise Law. These are also the key points reviewed by tax authorities when conducting an on-site verification.
Displaying the business' signage (Article 37, Clause 4) is a mandatory requirement at the head office, branches, representative offices, and all business locations of the enterprise. The signage must include complete legal information (enterprise name, tax identification number, head office address) and contact information (telephone number, fax, email).
Retaining corpotate records at the head office (Article 11, Clause 2) is required for documents pertaining to the enterprise's legal status and business operations, such as the company charter, accounting books and vouchers, financial statements, list of beneficial owners, etc. If archived elsewhere, such location must be explicitly specified in the company charter.
Publicly disclosing extraordinary information (Article 110, Clause 1) upon the occurence of events such as business suspension, changes in management, or changes to legal documents. Such disclosure must be executed within 36 hours of the occurence of the event.
Is it legal to use a "virtual office" as your head office?
"Virtual office" is a commercial term referring to a service that leases an address for use as a company's head office, wherein the lessee does not necessarily have personnel physically working on-site. At present, applicable laws and regulations do not provide an official definition of a "virtual office," nor do they contain any provisions prohibiting the use of a virtual office for head office registration.
Therefore, the use of a virtual office as a head office is deemed lawful, provided that such location fully satisfies the requirements for business' signage, possesses a valid office lease agreement, and maintains a designated reception to receive correspondence, parcels, and official notices from tax and government authorities.
⚠️ Note
If a business registers a virtual office as its head office but conducts business operations at a different location without notifying the competent authorities, such an act constitutes a violation of the law. (Article 54 of Decree 122/2021/ND-CP).
Can foreign-invested companies use a "virtual office" as their head office?
For foreign companies, the matter is significantly more complicated. In the case of foreign direct investment (FDI) enterprises, the head office address often serves concurrently as the location for implementing the investment project; therefore, it is also governed by the 2025 Investment Law. When applying for the Investment Registration Certificate (IRC), the investment registration authority will rigorously appraise the "investment project implementation location" (Point d, Clause 1, Article 32 of Decree 96/2026/ND-CP).
In such cases, foreign investors must submit a complete dossier demonstrating the lessor's legal capacity to the investment registration authority. Necessary documents may include: premises lease agreement, land use right certificate, construction permit of the leased building, enterprise registration certificate of the lessor (indicating a registered real estate business line), etc.
If the submitted dossier fails to demonstrate the legal capacity of the lessor or the suitability of the project at the intended implementation site (especially for business lines requiring substantial workspace), the investment registration authority reserves the right to refuse licensing. Therefore, while not explicitly prohibited by law, virtual office is, in most instances, unsuitable for implementing FDI projects.
What are the risks of violating regulations on corporate head office?
If a business violates regulations regarding its head office (such as non-existent address, no business' signage displayed, no designated reception for official notices from competent authorities), it will be classified under the status of "not operating at the registered address" on the National Database and will have its tax identification number locked (Article 17 of Circular 86/2024/TT-BTC).
⚠️ Paralyzed operation!
An enterprise with a locked tax identification number is unable to continue its business operations, as it cannot issue invoices, submit tax returns and reports via the electronic tax portal, nor amend its business registration details (such as charter capital, registered address, legal representative, etc.).
In addition, businesses also risk facing severe financial and legal sanctions:
- Fines ranging from 20 to 30 million VND for making dishonest or inaccurate declarations regarding the head office address (Article 43 of Decree 122/2021/ND-CP).
- Fines ranging from 2 to 25 million VND for the late submission of tax returns and reports (Article 13 of Decree 125/2020/ND-CP).
- Risk of having the Enterprise Registration Certificate revoked due to the failure to submit reports in a timely manner as requested by the Business Registration Authority.
Compliance with regulations regarding corporate head office is the first and most important legal foundation for a business to operate safely and smoothly. Managers must carefully review the legality of the leased premises, display the business' signage in accordance with regulations, and consistently maintain seamless communication channels with competent authorities – this is how businesses can avoid unnecessary legal risks and strict sanctions from tax authorities.