Vietnam: Is it necessary to notify the tax authorities when moving the head office of the company? How many days is the notice period?
Is the company name required to be attached at the head office in Vietnam?
In Article 37 of the Vietnam Law on Enterprises 2020, there are regulations on enterprise names as follows:
Article 37. Names of enterprises
1. The Vietnamese name of an enterprise shall contain two elements in order:
a) The type of enterprise;
b) The proper name.
2. The type of enterprise shall be “công ty trách nhiệm hữu hạn” or “công ty TNHH” for limited liability companies; “công ty cổ phần” or “công ty CP” for joint stock companies; “công ty hợp danh” or “công ty HD” for partnerships; “doanh nghiệp tư nhân”, “DNTN” or “doanh nghiệp TN” for sole proprietorships.
3. The proper name shall consist of letters in the Vietnamese alphabet, the letters F, J, Z, W, numbers and symbols.
4. The enterprise’s name shall be displayed at the headquarters, branches, representative offices and business locations of the enterprise and printed or written on transaction documents, records and printed materials published by the enterprise.
5. Pursuant to regulations of this Article, Articles 38, 39 and 41 of this Vietnam Law, the business registration authority is entitled to refuse to register enterprise’s name.
Thus, the company name must be attached at the head office, branch, representative office, business location of the company.
Vietnam: Is it necessary to notify the tax authorities when moving the head office of the company? How many days is the notice period?
Does the company moving its head office have to notify the tax administration directly in Vietnam?
In Article 47 of Decree 01/2021/ND-CP, there are regulations on registration to change the address of the head office of the enterprise as follows:
Article 47. Registration of relocation of headquarters address
1. Before registration of relocation of an enterprise’s headquarters address to a district, province or central-affiliated city other than where the enterprise is headquartered which leads to change of its tax authority, the enterprise must carry out all tax procedures related to relocation in accordance with regulations of the Vietnam Law on taxation.
2. In case of relocation of its headquarters address, the enterprise shall send an application for changes to enterprise registration information to the Business Registration Office of the place where it will be headquartered. The application includes the following documents:
a) A notification of changes to enterprise registration information which is signed by the enterprise’s legal representative;
b) The resolution or decision of the owner of the single-member limited liability company, the resolution or decision and the copy of the minutes of meeting of the Board of Members of the multi-member limited liability company or partnership, or of the General Meeting of Shareholders of the joint-stock company on relocation of the enterprise’s headquarters address.
3. After receiving the application, the Business Registration Office shall give a confirmation slip to the enterprise, examine the validity of documents, and issue the enterprise registration certificate as prescribed.
4. When the enterprise relocates its headquarters, its rights and obligations are kept unchanged.
Thus, according to the above provisions, when the company moves its head office to another district, province or centrally-run city, it must carry out statistical procedures to notify the direct tax administration agency (Tax Department) of the place of transfer and the place of transfer.
How much is the penalty for a company that does not notify the tax authorities when moving its head office in Vietnam?
In Article 23 of Decree 125/2020/ND-CP, there are provisions on sanctioning violations of regulations on invoice issuance as follows:
Article 23. Penalties for violations against regulations on release of invoices
1. Fines ranging from VND 500,000 to VND 1,500,000 shall be imposed for one of the following violations:
a) Submitting notices of modification of information contained in notices of invoice release to directly supervisory tax authorities in case of any change of business address entailing any change to other directly supervisory tax authorities, or in case of the name change, from 10 to 20 days after the date on which invoices start being used at new addresses, or newly-named invoices start being used;
b) Submitting statements of unused invoices to receiving tax authorities in case of any change of business address entailing any change to such tax authorities for a period from 10 to 20 days after the prescribed submission deadline which starts from the date on which invoices are used at their new addresses;
c) Using invoices mentioned in notices of invoice release sent to tax authorities though they are not due for use.
2. Fines ranging from VND 2,000,000 to VND 4,000,000 shall be imposed for one of the following violations:
a) Issuing notices of invoice release whose contents have been found as incomplete as those prescribed in regulations by tax authorities, and informing entities or persons in writing of this to request necessary modifications to be made if these entities or persons issue invoices to their clients even when failing to comply with the written notices requesting such modifications;
b) Failing in the posting of invoice release as required by Vietnam Laws;
c) Submitting the notices of revision of information contained in the notices of invoice release to directly supervisory tax authorities in case of any change of business address entailing any change to other directly supervisory tax authorities, or in case of the name change, for the period of at least 21 days after the prescribed submission deadline which begins on the date on which invoices start being used at new addresses, or newly-named invoices start being used;
d) Submitting statements of unused invoices to new receiving tax authorities in case of any change of business address entailing any change to other directly supervisory tax authorities for a period from 10 to 20 days after the prescribed submission deadline which begins from the date on which invoices start being used at new addresses.
3. Fines ranging from VND 6,000,000 to VND 18,000,000 shall be imposed for any act of failing to make notices of release of invoices before use if these invoices are connected with economic transactions that arise, and on which taxes have been declared or paid, or to which tax declaration or payment obligations have not yet been due as per Vietnam Laws.
In cases where notices of release of invoices have not yet been issued before these invoices start being used, and these invoices are not connected with economic transactions arising or on which taxes have not yet been declared after the prescribed tax declaration or payment due dates, violators shall be subject to penalties prescribed in Article 28 herein or Article 16 and 17 of Chapter II herein.
4. Remedies: Compelling the implementation of the statutory procedures for release of invoices with respect to the acts specified in clause 2 and 3 of this Article.
Accordingly, if the enterprise is slow to send a notice to the direct tax authority when there is a change of business address leading to a change in the directly managing tax authority or when the name change exceeds the deadline from 10 days to 20 days, it will be fined from VND 500,000 to VND 1,500,000, if you are late for 21 days or more, you will be fined from VND 2,000,000 to VND 4,000,000. In addition to fines, enterprises are also forced to carry out procedures for issuing invoices according to regulations.
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