In the course of business operations, there are bound to be many changes in information. Changing this information will result in businesses having to register new content with the State Agency. Understanding the necessary changes to the business helps business owners make the best and most effective choices in the process of operation.
Bai wrote instructions on how to make all cases of changing business registration content, changing business-related information, or changing business registration.
1. Cases of change of business registration contents ("change of business license") #
Enterprises must register and notify the business registration agency when changing one of the following contents:
– Business name and business code;
- Address of the head office of the enterprise;
– Full name, contact address, nationality, legal document number of the individual for:
+ Legal representatives of limited liability companies and joint stock companies;
+ General partners of a partnership company;
+ Business owners of private enterprises.
+ Members are individuals;
- Name, enterprise code and address of the head office of the member being an organization, for a limited liability company;
- Charter capital for companies, investment capital for private enterprises;
- Business;
- Founding shareholders and shareholders being foreign investors, in the case of a joint-stock company, except for the case of a listed company;
- Other contents in the enterprise registration dossier.
That means that if you change the information in the above contents, the enterprise is required to carry out the application for Change of business registration content.
Not all information changes in an enterprise are required to submit an application to change the contents of business registration, but there are changes that are not required to submit documents such as:
– Change of shareholder information in a joint-stock company;
– Change of founding shareholders (Unless the founding shareholders have not paid or only paid a part of the shares registered to buy as prescribed in Clause 1, Article 112 of the Law on Enterprises).
From the above provisions, when the enterprise changes the founding shareholder because the shareholder has not paid or only paid a part of the number of shares registered to buy as prescribed in Clause 1, Article 112 of the Law on Enterprises, it will notify the The business registration agency, otherwise, the enterprise only makes internal records and keeps them at the company.
– There are a few exceptions where, even though the changed information of an enterprise satisfies the above contents, the enterprise is not allowed to submit an application to change the content of business registration with the Business Registration Authority. These are the following cases:
+ Has been notified by the Business Registration Office about the violation of the enterprise in the case of revocation of the Certificate of Business Registration or has been issued a Decision on revocation of the Certificate of Business Registration;
+ Being in the process of dissolution according to the dissolution decision of the enterprise;
+ At the request of the Court or the judgment enforcement agency or the investigating agency, the head, deputy head of the investigating agency, the investigator specified in the Criminal Procedure Code;
+ The enterprise is in the legal status of “No longer doing business at the registered address.
– If the enterprise in the above cases will not be registered, notify the change of business registration content. Which is only re-executed when:
+ Measures have been taken to remedy the violations as required in the Notice of violations of the enterprise in the case of revocation of the Certificate of Business Registration and accepted by the Business Registration Office;
+ Must register to change some business registration contents to serve the dissolution process and complete the dissolution dossier as prescribed. In this case, the application for registration of changes must be accompanied by a written explanation of the enterprise's reasons for registration of changes;
+ Obtaining written approval from the organizations or individuals that submit the request specified at Point c, Clause 1 of this Article for permission to continue to register for changes in business registration contents;
+ The enterprise has been changed its legal status from "No longer doing business at the registered address" to "Operating".
2. Process of changing business registration information #
Procedures for changing business registration will be carried out according to the following steps:
- Step 1: Prepare all documents in the application for change of business registration in accordance with the law;
- Step 2: Submit application for change of business registration to the business registration agency where the enterprise is headquartered;
- Step 3: Get results
+ In case the application is accepted as valid, the business registration office will issue a Certificate of Business Registration/Certificate of change of business registration information from the Business Registration Authority with the changed content. renew;
+ In case the registration dossier is invalid, the business registration agency will notify in writing the reason for refusal for the enterprise to amend and supplement;
- Step 4: Posting a notice of change of business registration information on the National Business Registration Portal;
- Step 5: Performing other jobs after changing business registration
Depending on the content of the business registration change, the business will have to perform the following tasks such as changing the name, changing the address of the company's headquarters, which will be related to the change of the company's seal, etc.
– After being granted an enterprise registration certificate, an enterprise must make a public announcement on the National Business Registration Portal and pay fees as prescribed by law. The content to be announced includes the contents of the Business Registration Certificate and the following information:
+ Line of business;
+ List of founding shareholders; list of shareholders being foreign investors in the case of a joint-stock company (if any).
– In case of changing business registration contents, the corresponding changes must be publicly announced on the National Business Registration Portal.
– The time limit for publicizing information about an enterprise is 30 days from the date of being made public.
– The request for publication of enterprise registration contents and payment of enterprise registration disclosure fees shall be made at the time the enterprise submits the enterprise registration dossier.
– In case the enterprise is not granted business registration, the enterprise will be refunded the fee for announcing the business registration content. Thus, if the enterprise withdraws the application file or fails to supplement or amend the dossier at the request of the Business Registration Office within 60 days from the date the Business Registration Office issues a Notice of request for amendment and supplementation, The company will be refunded the fee.
- Penalties for violations of regulations on publication:
– A fine ranging from VND 1.000.000 to VND 2.000.000 shall be imposed for failing to publish or announcing on time the prescribed contents of business registration on the National Business Registration Portal.
– Remedy: Forced to publish business registration contents on the National Business Registration Portal for violations of regulations.
– Enterprises are responsible for registering changes to the contents of the Certificate of Business Registration, and notifying changes in the contents of business registration within 10 days from the date of change.
– Penalties for violating regulations on notification/registration of changes:
+ A fine ranging from VND 1.000.000 to VND 5.000.000 shall be imposed for registering to change the contents of the Certificate of Business registration, Certificate of operation registration of a branch, representative office, Certificate of registration of a branch or representative office. Signing the business location beyond the prescribed time limit from 01 to 30 days.
+ A fine ranging from VND 5.000.000 to VND 10.000.000 shall be imposed for registering to change the contents of the Certificate of Business registration, Certificate of operation registration of a branch, representative office, Certificate of registration of a branch or representative office. Signing the business location beyond the prescribed time limit from 31 to 90 days.
+ A fine ranging from VND 10.000.000 to VND 15.000.000 shall be imposed for registering to change the contents of the Certificate of Business registration, Certificate of operation registration of a branch, representative office, or Certificate of registration. Signing the business location beyond the prescribed time limit from 91 days or more.
+ Remedial measures: Forced registration to change the contents of the Enterprise Certificate as prescribed.
3. Procedures for changing business information #
There are many reasons that, after being in business for a while, businesses will change their business name. This change will have to be registered with the Business Registry.
After completing the application to change the name of the enterprise, the enterprise must re-engraving its seal. Because the enterprise seal contains information about the business name, the new seal must be engraved in accordance with the Certificate of Business Registration.
An enterprise name change registration dossier includes:
– Notice of change of business registration information signed by the legal representative of the enterprise;
- And
+ Resolution, decision and copy of the meeting minutes of the Members' Council, for limited liability companies with two or more members, on the change of the enterprise name;
+ Resolution, decision and copy of meeting minutes of the General Meeting of Shareholders, for joint-stock companies on the change of the enterprise name;
+ Resolution, decision of the company owner, for a one-member limited liability company, on the change of the name of the enterprise.
In the course of operation, when there is a change, addition or reduction of business lines, enterprises shall follow the following procedures:
– Notice of change of business registration information signed by the legal representative of the enterprise;
- And
+ Resolution, decision and copy of meeting minutes of the Members' Council, for limited liability companies with two or more members, on the change of business lines;
+ Resolution, decision and copy of meeting minutes of the Members' Council, for partnerships, on the change of business lines;
+ Resolution, decision and copy of meeting minutes of the General Meeting of Shareholders, for joint-stock companies, on the change of business lines;
+ Resolutions and decisions of the company owner, for one-member limited liability companies, on the change of business lines or lines.
Changing the address of an enterprise's business office to another district, town, city or province will entail many other problems.
The process consists of 4 steps as follows:
- The first: When you want In this case, enterprises need to contact the tax office managing the business to carry out tax procedures with the tax office before changing the head office address.
- Second: Only when there is a confirmation from the tax administration agency, the enterprise will proceed with the application change the contents of enterprise registration with the Business Registration Authority.
- Tuesday: Once the enterprise registration certificate has been received with the new head office address, the enterprise shall engrave a new seal (if the enterprise seal has information on the old head office address).
- Tuesday: Finally, the enterprise conducts tax registration at the tax administration agency of the new district, town, city or province.
Note:
+ Must complete the submission of tax returns and arrears until the time of moving the head office to another district or moving the company's headquarters to another province.
+ In case the head office is moved to another district where the enterprise is under the management of the provincial tax department, it is only necessary to change the business registration because there is no change in the tax administration agency.
+ In some cases of change of administrative boundaries such as the establishment of Thu Duc City, enterprises are forced to carry out the procedures to change the head office as instructed above.
A dossier of change of the enterprise's head office address includes:
– Notice of change of business registration information signed by the legal representative of the enterprise;
- And
+ Resolution, decision of the company owner, for one-member limited liability companies, on the change of the address of the head office of the enterprise;
+ Resolution, decision and copy of meeting minutes of the Members' Council, for limited liability companies with two or more members, on the change of the head office address of the enterprise;
+ Resolution, decision and copy of the minutes of the meeting of the General Meeting of Shareholders for a joint-stock company on the change of the address of the head office of the enterprise.
When there is a change of the legal representative, the enterprise shall follow the following procedures:
– Notice of change of legal representative;
– A copy of the individual's legal papers for the new legal representative;
- And
+ Resolution, decision of the company owner, for one-member limited liability companies, on the change of the legal representative;
+ Resolution, decision and copy of minutes of the Members' Council meeting, for limited liability companies with two or more members, on the change of the legal representative;
+ Resolution and copy of meeting minutes:
Of the General Meeting of Shareholders for a joint-stock company on the change of the legal representative in case the change of the legal representative changes the content of the company's charter;
Or of the Board of Directors for a joint-stock company in case the change of the legal representative does not change the contents of the company's charter other than the full name and signature of the legal representative. the company's law specified 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 Members' Council or the company's president, for a single-member limited liability company;
+ Chairman of the Members' Council, for limited liability companies with two or more members. In case the President of the Members' Council is the legal representative, the person who signs the notice is the President of the Members' Council who will be elected by the Members' Council;
+ Chairman of the Board of Directors for joint-stock companies. In case the Chairman of the Board of Directors is the legal representative, the person who signs the notice is the new Chairman of the Board of Directors elected by the Board of Directors;
If an enterprise falls into the following cases, it shall not proceed with the application for change of business registration but shall supplement and update its business registration information:
- In case the enterprise updates or supplements information in the enterprise registration dossier, which changes the contents of the enterprise registration certificate but does not fall into the specified cases of registration for change of business registration contents. from Article 47 to Article 55 of Decree No. 01/2021/ND-CP;
– In case the enterprise only updates and supplements information in the enterprise registration dossier without changing the contents of the enterprise registration certificate and does not fall into the cases of notification of changes in registration contents. enterprises specified in Articles 56 to 60 of Decree No. 01/2021/ND-CP.
When an enterprise has been in operation for a while, there may be many changes in members as well as shareholders in the company. It may be that the enterprise wants to add members and shareholders to the company by transferring a part of the percentage of contributed capital and shares to new members and shareholders. Or it is also possible that members and shareholders in the company do not want to continue to invest, so they want to transfer their contributed capital or shares to other new members or shareholders.
In the process of changing members and shareholders by this form of transfer, in addition to the enterprise must carry out the application for change of business registration contents with the business registration agency, it must also declare income tax. The donor has transferred his/her shares or contributed capital. This tax declaration can be done by the individual or the enterprise declares on behalf of the tax authority managing the business.
In case of registration of change of charter capital, the following procedures shall be followed:
+ Notice of change of business registration information signed by the legal representative of the enterprise;
+ Resolutions and decisions of the company owner, for one-member limited liability companies; resolutions, decisions and meeting minutes of the Members' Council, for limited liability companies with two or more members, partnerships, of the General Meeting of Shareholders, for joint-stock companies, on the change of capital regulations;
- In case the company registers to change the contributed capital, the percentage of contributed capital:
+ Notice of change of business registration information signed by the legal representative of the enterprise;
+ List of members of limited liability companies with two or more members; list of members of a partnership, which does not include declarations of capital contributors. The lists must include signatures of members whose capital contribution is changed, signatures of members with unchanged capital contribution are not required;
+ The transfer contract or documents proving the completion of the transfer in case of transfer of contributed capital; Contract of donation in case of donation of contributed capital;
– In case the General Meeting of Shareholders approves the offering of shares to increase charter capital, and at the same time assigns the Board of Directors to carry out the procedures for registration to increase charter capital after the end of each share sale:
+ Notice of change of business registration information signed by the legal representative of the enterprise
+ Resolution and copy of minutes of the General Meeting of Shareholders on the offering of shares to increase charter capital, clearly stating the number of shares to be offered and assigning the Board of Directors to carry out procedures for registration of capital increase. the charter after the end of each share sale;
+ Resolution, decision and copy of the minutes of the meeting of the Board of Directors of the joint-stock company on the registration to increase the charter capital of the company after the end of each share sale.
Note: In case of reduction of charter capital:
Business must commitment to ensure full payment of debts and other property obligations after capital reduction. In case a limited liability company with two or more members reduces its charter capital as prescribed at Points a and b, Clause 3, Article 68 of the Law on Enterprises, the application for registration for reduction of charter capital must be: Attach the most recent financial statements with the time of decision to reduce charter capital.
– In case of receiving new members leading to an increase in charter capital:
+ Notice of change of business registration information signed by the legal representative of the enterprise;
+ List of members of limited liability companies with two or more members. The list of members must include the signatures of the new member and the member whose capital contribution has changed, the signature of the member whose capital contribution has not changed is not required;
+ Resolution, decision and copy of minutes of the Members' Council meeting on the admission of new members;
+ Papers certifying the capital contribution of new members of the company;
+ A copy of an individual's legal papers in case the new member is an individual or a copy of an organization's legal papers, a copy of an individual's legal papers for an authorized representative and a copy document appointing an authorized representative in case the new member is an organization.
– In case of change of member due to transfer of contributed capital:
+ Notice of change of business registration information signed by the legal representative of the enterprise;
+ List of members of limited liability companies with two or more members. The list of members must include the signatures of the new member and the member whose capital contribution has changed, the signature of the member whose capital contribution has not changed is not required;
+ The transfer contract or documents proving the completion of the transfer;
+ A copy of an individual's legal papers in case the new member is an individual or a copy of an organization's legal papers, a copy of an individual's legal papers for an authorized representative and a copy document appointing an authorized representative in case the new member is an organization.
– In case of member change due to inheritance:
+ Notice of change of business registration information signed by the legal representative of the enterprise;
+ List of members of limited liability companies with two or more members. The list of members must include the signatures of the new member and the member whose capital contribution has changed, the signature of the member whose capital contribution has not changed is not required;
+ A copy of the document certifying the legal inheritance of the heir;
+ A copy of an individual's legal papers in case the heir is an individual or a copy of an organization's legal papers, a copy of the individual's legal papers in the case of an authorized representative and a copy of the legal document of the individual. A copy of the appointment of an authorized representative in case the heir is an organization.
– In case of registration to change a member because a member fails to fulfill the capital contribution commitment as prescribed in Article 47 of the Law on Enterprises:
+ Notice of change of business registration information signed by the legal representative of the enterprise;
+ List of remaining members of the company. The list of members must include the signature of the member whose capital contribution is changed, the signature of the member whose capital contribution is not required;
+ Resolution, decision and copy of minutes of the Members' Council meeting on the change of members due to failure to fulfill the capital contribution commitment.
– Register to change members due to donation of capital contribution
+ In case the recipient of the contributed capital falls into the subjects specified at Point a, Clause 6, Article 53 of the Law on Enterprises:
- Notice of change of business registration information signed by the legal representative of the enterprise;
- List of members of limited liability companies with two or more members. The list of members must include the signatures of the new member and the member whose capital contribution has changed, the signature of the member whose capital contribution has not changed is not required;
- Contract for donation of contributed capital;
- A copy of an individual's legal papers in case the new member is an individual or a copy of an organization's legal papers, a copy of the individual's legal papers in the case of an authorized representative and a copy of the legal document of the individual. A copy of the appointment of an authorized representative in case the new member is an organization
+ In case the recipient of the contributed capital falls into the subjects specified at Point b, Clause 6, Article 53 of the Law on Enterprises:
- Notice of change of business registration information signed by the legal representative of the enterprise;
- List of members of limited liability companies with two or more members. The list of members must include the signatures of the new member and the member whose capital contribution has changed, the signature of the member whose capital contribution has not changed is not required;
- Resolution, decision and copy of minutes of the Members' Council meeting on the admission of new members;
- Contract for donation of contributed capital;
- A copy of an individual's legal papers in case the new member is an individual or a copy of an organization's legal papers, a copy of the individual's legal papers in the case of an authorized representative and a copy of the legal document of the individual. A copy of the appointment of an authorized representative in case the new member is an organization.
– Register to change members in case the member uses the contributed capital to repay the debt
+ In case the company registers to change members because the member uses the contributed capital to repay the debt and the payee is approved by the Members' Council to become a member of the company as prescribed at Point a, Clause 7, Article 53 Enterprise Law:
- Notice of change of business registration information signed by the legal representative of the enterprise;
- List of members of limited liability companies with two or more members. The list of members must include the signatures of the new member and the member whose capital contribution has changed, the signature of the member whose capital contribution has not changed is not required;
- Resolution, decision and copy of minutes of the Members' Council meeting on the admission of new members;
- The loan contract and documents showing the use of contributed capital to repay the debt;
- A copy of an individual's legal papers in case the new member is an individual or a copy of an organization's legal papers, a copy of the individual's legal papers in the case of an authorized representative and a copy of the legal document of the individual. A copy of the appointment of an authorized representative in case the new member is an organization.
+ In case the company registers to change a member because the member uses the contributed capital to repay the debt and the payee uses the contributed capital to offer for sale and transfer to another person according to the provisions of point b, clause 7 Article 53 of the Law on Enterprises:
- Notice of change of business registration information signed by the legal representative of the enterprise;
- List of members of limited liability companies with two or more members. The list of members must include the signatures of the new member and the member whose capital contribution has changed, the signature of the member whose capital contribution has not changed is not required;
- The transfer contract or documents proving the completion of the transfer;
- A copy of an individual's legal papers in case the new member is an individual or a copy of an organization's legal papers, a copy of the individual's legal papers in the case of an authorized representative, and a copy of the legal document of the individual. A copy of the appointment of an authorized representative in case the new member is an organization;
- Debt loan contract and documents showing the use of contributed capital to repay debt
- In case the company owner transfers the entire charter capital to an individual or an organization:
+ Notice of change of owner of a single-member limited liability company by the owner or the legal representative of the old owner and the new owner or the legal representative of the new owner sign;
+ A copy of an individual's legal papers in case the transferee is an individual or a copy of an organization's legal papers, a copy of the individual's legal papers in the case of an authorized person and a copy of the individual's legal papers. A copy of the appointment of an authorized representative in case the transferee is an organization.
+ A copy of the amended and supplemented charter of the company;
+ Contract on transfer of contributed capital or papers proving completion of transfer of contributed capital;
- In case of change of owner of a one-member limited liability company under a decision of a competent authority on arrangement and renewal of state-owned enterprises:
+ Notice of change of owner of a single-member limited liability company by the owner or the legal representative of the old owner and the new owner or the legal representative of the new owner sign;
+ A copy of an individual's legal papers in case the transferee is an individual or a copy of an organization's legal papers, a copy of the individual's legal papers in the case of an authorized person and a copy of the individual's legal papers. A copy of the appointment of an authorized representative in case the transferee is an organization.
+ A copy of the amended and supplemented charter of the company;
+ A decision of a competent authority on the change of the company's owner;
– In case a one-member limited liability company changes its owner due to inheritance:
+ Notice of change of owner of a single-member limited liability company, signed by the new owner or the legal representative of the new owner;
+ A copy of the amended and supplemented charter of the company;
+ A copy of an individual's legal papers in case the heir is an individual or a copy of an organization's legal papers, a copy of the individual's legal papers in the case of an authorized person and a copy of the document appoint an authorized representative in case the heir is an organization.
+ A copy of the document certifying the legal inheritance of the heir.
– In case of change of owner of a one-member limited liability company due to donation of the entire contributed capital:
Notice of change of owner of a single-member limited liability company signed by the owner or the legal representative of the old owner and the new owner or the legal representative of the new owner ;
+ A copy of an individual's legal papers in case the transferee is an individual or a copy of an organization's legal papers, a copy of the individual's legal papers in the case of an authorized person and a copy of the individual's legal papers. A copy of the appointment of an authorized representative in case the transferee is an organization.
+ A copy of the amended and supplemented charter of the company;
+ Contract for donation of contributed capital.
Notify the change of investment capital to the Business Registration Office where the enterprise's head office is located.
– Correction of information on the Certificate of Business Registration, Certificate of Change of Business Registration, Certificate of Operation Registration of Branches, Representative Offices, Certificate of Business Location Registration if:
+ In case the enterprise discovers that the contents of the enterprise registration certificate are incorrect compared with the contents of the enterprise registration dossier, the enterprise shall send a written request for information correction to the business registration office where it is located. head office.
+ In case the Business Registration Office detects that the contents of the Business Registration Certificate are incorrect compared with the contents of the business registration documents, the Business Registration Office shall send a notice of the revision of the contents of the Business Registration Certificate. business registration certificate to the enterprise.
+ The correction of information on the Certificate of change of business registration information, the Certificate of operation registration of the branch or representative office, the Certificate of business location registration and information about Enterprise registration stored in the National Business Registration Database is also done as prescribed above.
– Correction of business registration information due to data conversion into the National Business Registration Database when:
+ In case the enterprise discovers that the content of business registration information in the National Business Registration Database is missing or inaccurate compared to the paper version due to the process of converting data into the National Database of Business Registration, on business registration.
+ In case the Business Registration Office discovers that the content of business registration information in the National Business Registration Database does not exist or is incorrect compared to the paper version due to the process of data conversion into the Business Registration Office. national data on business registration.
