Instructions for changing business registration information

There are many reasons why, after operating and producing for a period of time, businesses may change their company name. This change must be registered with the Business Registration Authority.

After completing the business name change application, the business must have a new company seal made. Since the company seal contains the business name, a new seal must be made that matches the Business Registration Certificate.

The documents required for registering a business name change include:

– Notification of changes to business registration details, signed by the legal representative of the business;

- And: 

• Resolutions, decisions, and copies of meeting minutes of the Board of Members for limited liability companies with two or more members, and partnerships, regarding the change of business name;
• Resolutions, decisions, and copies of the minutes of the General Meeting of Shareholders of a joint-stock company regarding the change of the company's name; 
• Resolutions and decisions of the company owner regarding the renaming of a single-member limited liability company.

During operation, when there are changes, additions, or reductions in business lines, the enterprise shall follow the following procedures:

– Notification of changes to business registration details, signed by the legal representative of the business;

- And:

• Resolutions, decisions, and copies of meeting minutes of the Board of Members for limited liability companies with two or more members regarding changes to business lines and activities;
• Resolutions, decisions, and copies of minutes of meetings of the Board of Members of a partnership company regarding changes to business lines and activities; 
• Resolutions, decisions, and copies of the minutes of the General Meeting of Shareholders of a joint-stock company regarding changes to its business lines and activities;
• Resolutions and decisions of the company owner of a single-member limited liability company regarding changes to the company's business lines and activities.

Changing a business's registered address to a different district, county, town, city within a province, or even a different province will lead to many other problems. 

The process consists of the following four steps: 

Step 1: When you want In this case, to change the business registration details, the business needs to contact the tax authority currently managing the business to complete the tax procedures with the tax authority before changing the registered address.

Step 2: Only after receiving confirmation from the Tax Authority can the business proceed with the paperwork. Changes to business registration details with the Business Registration Authority.

Step 3: Once the business registration certificate with the new registered address has been received, the business should proceed to have a new seal made (if the old business seal still contains the old registered address information).

Step 4: Finally, the business registers for tax purposes at the tax authority of the district, county, town, city within a province, or the newly established province.

Note:

• All tax returns and outstanding tax payments must be completed up to the point of relocating the company headquarters to a different district or province.
• If a business relocates its headquarters to a different district but is under the jurisdiction of the provincial tax department, only the business registration needs to be changed because the tax authority remains unchanged.
• In some cases involving changes in administrative boundaries, such as the establishment of Thu Duc City, businesses are required to follow the procedures for changing their business headquarters as instructed above.

Documents required for changing a company's registered office address include:

– Notification of changes to business registration details, signed by the legal representative of the business;

- And:

• Resolutions and decisions of the company owner of a single-member limited liability company regarding the relocation of the company's head office;
• Resolutions, decisions, and copies of meeting minutes of the Board of Members for limited liability companies with two or more members, and partnerships, regarding the change of the business's head office address; 
• Resolutions, decisions, and copies of the minutes of the General Meeting of Shareholders of a joint-stock company regarding the relocation of the company's head office.

When there is a change in the legal representative, the business must follow these procedures:

– Notification of change of legal representative;

– Copies of the individual's legal documents for the new legal representative;

- And: 

• Resolutions and decisions of the company owner regarding a single-member limited liability company concerning the change of the legal representative; 
• Resolutions, decisions, and copies of minutes of the meeting of the Board of Members for limited liability companies with two or more members regarding the change of the legal representative; 
• Resolution and copy of meeting minutes:
  • Decision of the General Meeting of Shareholders of a joint-stock company regarding the change of the legal representative in cases where the change of the legal representative alters the content of the company's charter;
  • Or by the Board of Directors of a joint-stock company in cases where the change of the legal representative does not alter the content of the company's charter other than the name, signature, and title of the company's legal representative as stipulated in Article 24 of the Enterprise Law.

Note: 

The person signing the notice of change of legal representative is one of the following individuals:

• Chairman of the Board of Members or Chairman of the company in the case of a single-member limited liability company;
• The Chairman of the Board of Members for a limited liability company with two or more members. If the Chairman of the Board of Members is the legal representative, the person signing the notice is the new Chairman of the Board of Members elected by the Board of Members;
• The Chairman of the Board of Directors for a joint-stock company. If the Chairman of the Board of Directors is the legal representative, the person signing the notice must be the new Chairman of the Board of Directors elected by the Board of Directors;

If a business falls under any of the following categories, it should not proceed with filing a business registration change application but instead update its registered information:

• In cases where a business updates or supplements information in its business registration dossier, resulting in changes to the content of the Business Registration Certificate, but these changes do not fall under the cases for registering changes to business registration content stipulated from Article 47 to Article 55 of Decree 01/2021/NĐ-CP;
• In cases where a business only updates or supplements information in its business registration file without changing the content of the Business Registration Certificate and does not fall under the cases for notifying changes to business registration content as stipulated in Articles 56 to 60 of Decree 01/2021/NĐ-CP.

– After a business has been operating for some time, there may be many changes in its members and shareholders. This could involve adding new members or shareholders by transferring a portion of their capital contribution or shares to new members or shareholders. Alternatively, existing members or shareholders may no longer wish to invest and may want to transfer their capital contribution or shares to new members or shareholders.

– When changing members or shareholders through this transfer method, in addition to the business having to file a Business Registration Change application with the Business Registration Authority, the individual must also declare personal income tax for the transferred shares or capital contributions. This tax declaration can be done by the individual themselves or by the business on their behalf to the tax authority managing the business.

In the case of registering a change in charter capital, follow these procedures:

• The notification of changes to the business registration details must be signed by the legal representative of the business.
• Resolutions and decisions of the company owner for a single-member limited liability company; resolutions, decisions and meeting minutes of the Board of Members for a limited liability company with two or more members, a partnership company, and of the General Meeting of Shareholders for a joint-stock company regarding changes to charter capital;

In the case of a company registering a change in capital contribution, the percentage of capital contribution:

• The notification of changes to the business registration details must be signed by the legal representative of the business.
• List of members of a limited liability company with two or more members; list of members of a partnership company, excluding information on contributing members. These lists must include the signatures of members whose capital contributions have changed; the signatures of members whose capital contributions remain unchanged are not required.
• Transfer contract or documents proving the completion of the transfer in the case of transfer of capital contributions; Gift contract in the case of gifting of capital contributions;

In the event that the General Meeting of Shareholders approves the offering of shares to increase the charter capital, and simultaneously authorizes the Board of Directors to carry out the procedures for registering the increase in charter capital after the completion of each share offering:

• The notification of changes to business registration details must be signed by the legal representative of the business.
• Resolution and copy of the minutes of the General Meeting of Shareholders regarding the offering of shares to increase charter capital, which clearly states the number of shares offered and authorizes the Board of Directors to carry out the procedures for registering the increase in charter capital after the completion of each share sale;
• Resolutions, decisions, and copies of minutes of the joint-stock company's board of directors meeting regarding the registration of an increase in the company's charter capital after the completion of each share sale.

Note: In the case of a reduction in charter capital:

Businesses must Commitment to ensure full payment of all debts and other financial obligations after capital reduction.In the case of a limited liability company with two or more members reducing its charter capital as prescribed in points a and b, clause 3, Article 68 of the Enterprise Law, the registration dossier for charter capital reduction must accompanied by the most recent financial report. with the decision to reduce charter capital.

Cases where admitting new members results in an increase in charter capital:

• The notification of changes to the business registration details must be signed by the legal representative of the business.
• List of members of a limited liability company with two or more members. The list of members must include the signatures of new members and members whose capital contribution has changed; it is not mandatory to include the signatures of members whose capital contribution has not changed.
• Resolutions, decisions, and copies of minutes of the Board of Members' meetings regarding the admission of new members;
• Documents confirming the capital contribution of the new member of the company;
• Copies of the individual's legal documents in the case of a new individual member, or copies of the organization's legal documents, copies of the individual's legal documents for the authorized representative, and copies of the document appointing the authorized representative in the case of a new organization member.

Changes in membership due to transfer of capital contributions:

• The notification of changes to the business registration details must be signed by the legal representative of the business.
• List of members of a limited liability company with two or more members. The list of members must include the signatures of new members and members whose capital contribution has changed; it is not mandatory to include the signatures of members whose capital contribution has not changed.
• The transfer contract or documents proving the completion of the transfer;
• Copies of the individual's legal documents in the case of a new individual member, or copies of the organization's legal documents, copies of the individual's legal documents for the authorized representative, and copies of the document appointing the authorized representative in the case of a new organization member.

Changes in family members due to inheritance:

• The notification of changes to the business registration details must be signed by the legal representative of the business.
• List of members of a limited liability company with two or more members. The list of members must include the signatures of new members and members whose capital contribution has changed; it is not mandatory to include the signatures of members whose capital contribution has not changed.
• A copy of the document confirming the legal inheritance rights of the heir;
• Copies of the individual's legal documents in the case of an individual heir, or copies of the organization's legal documents, copies of the individual's legal documents for the authorized representative, and copies of the document appointing the authorized representative in the case of an organization heir.

In the case of registering a change of membership due to a member failing to fulfill their capital contribution commitment as stipulated in Article 47 of the Enterprise Law:

• The notification of changes to the business registration details must be signed by the legal representative of the business.
• List of remaining members of the company. The list of members must include the signatures of members whose capital contributions have changed; it is not mandatory to include the signatures of members whose capital contributions have remained unchanged.
• Resolutions, decisions, and copies of the minutes of the Board of Members' meeting regarding the change of members due to failure to fulfill capital contribution commitments.

Registering a change of membership due to a gift of capital contribution:

– In cases where the recipient of the capital contribution falls under the category specified in point a, clause 6, Article 53 of the Enterprise Law:

• The notification of changes to the business registration details must be signed by the legal representative of the business.
• List of members of a limited liability company with two or more members. The list of members must include the signatures of new members and members whose capital contribution has changed; it is not mandatory to include the signatures of members whose capital contribution has not changed.
• Contract for gifting capital contributions;
• A copy of the individual's legal documents in the case of a new individual member, or a copy of the organization's legal documents, a copy of the individual's legal documents for the authorized representative, and a copy of the document appointing the authorized representative in the case of a new organization member.

– In cases where the recipient of the capital contribution falls under the category specified in point b, clause 6, Article 53 of the Enterprise Law:

• The notification of changes to the business registration details must be signed by the legal representative of the business.
• List of members of a limited liability company with two or more members. The list of members must include the signatures of new members and members whose capital contribution has changed; it is not mandatory to include the signatures of members whose capital contribution has not changed.
• Resolutions, decisions, and copies of minutes of the Board of Members' meetings regarding the admission of new members;
• Contract for gifting capital contributions;
• Copies of the individual's legal documents in the case of a new individual member, or copies of the organization's legal documents, copies of the individual's legal documents for the authorized representative, and copies of the document appointing the authorized representative in the case of a new organization member.

Registering a change of membership in cases where a member uses their capital contribution to repay debt:

– In the case where a company registers a change in members due to a member using their capital contribution to repay debt, and the recipient of the payment is approved by the Board of Members to become a company member as stipulated in point a, clause 7, Article 53 of the Enterprise Law:

• The notification of changes to the business registration details must be signed by the legal representative of the business.
• List of members of a limited liability company with two or more members. The list of members must include the signatures of new members and members whose capital contribution has changed; it is not mandatory to include the signatures of members whose capital contribution has not changed.
• Resolutions, decisions, and copies of minutes of the Board of Members' meetings regarding the admission of new members;
• Loan agreements and documents showing the use of contributed capital to repay the debt;
• Copies of the individual's legal documents in the case of a new individual member, or copies of the organization's legal documents, copies of the individual's legal documents for the authorized representative, and copies of the document appointing the authorized representative in the case of a new organization member.

– In the case where a company registers a change in members because a member uses their capital contribution to pay off debts, and the recipient of the payment uses that capital contribution to offer for sale and transfer to another party, as stipulated in point b, clause 7, Article 53 of the Enterprise Law:

• The notification of changes to the business registration details must be signed by the legal representative of the business.
• List of members of a limited liability company with two or more members. The list of members must include the signatures of new members and members whose capital contribution has changed; it is not mandatory to include the signatures of members whose capital contribution has not changed.
• The transfer contract or documents proving the completion of the transfer;
• Copies of the individual's legal documents in the case of a new individual member, or copies of the organization's legal documents, copies of the individual's legal documents for the authorized representative, and copies of the document appointing the authorized representative in the case of a new organization member;
• Loan agreements and documents showing the use of contributed capital to repay the debt.

In the case where the company owner transfers all of its charter capital to an individual or an organization:

• The notice of change of ownership of a single-member limited liability company must be signed by the owner or legal representative of the former owner and the new owner or legal representative of the new owner;
• Copies of the individual's legal documents in the case where the transferee is an individual, or copies of the organization's legal documents, copies of the individual's legal documents for the authorized representative, and copies of the document appointing the authorized representative in the case where the transferee is an organization.
• A copy of the company's amended and supplemented charter;
• Contract for the transfer of capital contributions or documents proving the completion of the transfer of capital contributions;

In the case of a change in ownership of a single-member limited liability company as decided by the competent authority on the restructuring and reform of state-owned enterprises:

• The notice of change of ownership of a single-member limited liability company must be signed by the owner or legal representative of the former owner and the new owner or legal representative of the new owner;
• Copies of the individual's legal documents in the case where the transferee is an individual, or copies of the organization's legal documents, copies of the individual's legal documents for the authorized representative, and copies of the document appointing the authorized representative in the case where the transferee is an organization.
• A copy of the company's amended and supplemented charter;
• Decision of the competent authority regarding the change of company ownership;

In the case of a single-member limited liability company changing ownership due to inheritance:

• The notice of change of ownership of a single-member limited liability company must be signed by the new owner or the legal representative of the new owner;
• A copy of the company's amended and supplemented charter;
• Copies of the individual's legal documents in the case of an individual heir, or copies of the organization's legal documents, copies of the individual's legal documents for the authorized representative, and copies of the document appointing the authorized representative in the case of an organization heir.
• A copy of the document confirming the legal inheritance rights of the heir.

Changes in ownership of a single-member limited liability company due to the donation of the entire capital contribution:

• The notice of change of ownership of a single-member limited liability company must be signed by the owner or legal representative of the former owner and the new owner or legal representative of the new owner;
• Copies of the individual's legal documents in the case where the transferee is an individual, or copies of the organization's legal documents, copies of the individual's legal documents for the authorized representative, and copies of the document appointing the authorized representative in the case where the transferee is an organization.
• A copy of the company's amended and supplemented charter;
• Contract for gifting equity stakes.

Notify the Business Registration Office where the enterprise's head office is located about the change in investment capital.

Correct the information on the Business Registration Certificate, Business Registration Amendment Certificate, Branch/Representative Office Registration Certificate, and Business Location Registration Certificate if:

• If a business discovers inaccuracies in the information on its Business Registration Certificate compared to the information in its registration application, it should submit a written request for correction to the Business Registration Office where the business's head office is located. 
• If the Business Registration Office discovers inaccuracies in the content of the Business Registration Certificate compared to the content of the business registration application, the Business Registration Office will send a notice to the business requesting corrections to the content of the Business Registration Certificate.
• The correction of information on the Certificate of Change in Business Registration, the Certificate of Branch/Representative Office Registration, the Certificate of Business Location Registration, and other business registration information stored in the National Business Registration Database shall also be carried out as prescribed above.

Correcting business registration information due to data transfer into the National Business Registration Database when:

• In cases where businesses discover that the information in their business registration database is incomplete or inaccurate compared to the paper version due to the data conversion process into the national business registration database.
• In cases where the Business Registration Office discovers that the business registration information in the National Business Registration Database is missing or inaccurate compared to the paper version due to the data conversion process into the National Business Registration Database.