Vietnam: Is it required to register changes to the Certificate of Enterprise Registration in case the legal representative of a joint-stock company changes his/her personal legal documents?
- Is it required to register changes to the Certificate of Enterprise Registration in case the legal representative of a joint-stock company in Vietnam changes his/her personal legal documents?
- What are the procedures for registering changes to the Certificate of Enterprise Registration in Vietnam?
- What are the changes required to notify the business registration authority in Vietnam?
Is it required to register changes to the Certificate of Enterprise Registration in case the legal representative of a joint-stock company in Vietnam changes his/her personal legal documents?
According to the provisions of Clause 1 Article 30 of Decree 01/2021/ND-CP as follows:
Registering revisions to the Certificate of Enterprise Registration
1. Revisions to any of the information specified in Article 28 of this Law on the Certificate of Enterprise Registration shall be registered by the enterprise with the business registration authority.
Specifically, Article 28 of the Law on Enterprises 2020 stipulates the content of the Certificate of Enterprise Registration as follows:
Content of the Certificate of Enterprise Registration
A Certificate of Enterprise Registration shall contain the following information:
1. The enterprise’s name and EID number;
2. The enterprise’s headquarters address;
3. Full name, signature, mailing address, nationality and legal document number of the legal representative (for limited liability companies and joint stock companies), each partner (for partnerships), the owner (for sole proprietorships). Full name, mailing address, nationality and legal document number of each member that is an individual; name, EID number and headquarters address of each member that is an organization (for limited liability companies);
4. The charter capital (or investment capital if the enterprise is a sole proprietorship).
Thus, when changing the full name, contact address, nationality, and legal document number of an individual who is the legal representative of a joint-stock company, it is required to register changes to the Certificate of Enterprise Registration.
What are the procedures for registering changes to the Certificate of Enterprise Registration in Vietnam?
According to the provisions of Article 30 of the Law on Enterprises 2020 on registering changes to the Certificate of Enterprise Registration as follows:
- Revisions to any of the information specified in Article 28 of this Law on the Certificate of Enterprise Registration shall be registered by the enterprise with the business registration authority.
- An application for revision shall be submitted within 10 days from day on which the change occurs.
- Within 03 working days from the receipt of the application for revision, the business registration authority shall consider the validity of the application and decide whether to issue a new Certificate of Enterprise Registration. The business registration authority shall inform the applicant of necessary supplementation in writing if the application is invalid or inform the applicant and provide explanation if the application is rejected.
- Procedures for registering revisions to the Certificate of Enterprise Registration under a court decision or arbitration award:
+ The applicant shall submit the application for revision to the competent business registration authority within 15 days from the effective date of the court decision or arbitration award. The application shall include copies of the effective court decision or arbitration award;
+ Within 03 working days from the receipt of the application, the business registration authority shall consider issuing a new Certificate of Enterprise Registration in accordance with the effective court decision or arbitration award. The business registration authority shall inform the applicant of necessary supplementation in writing if the application is invalid or inform the applicant and provide explanation if the application is rejected.
- The Government shall provide for documentation and procedures for registering revisions to the Certificate of Enterprise Registration.
What are the changes required to notify the business registration authority in Vietnam?
According to the provisions of Article 31 of the Law on Enterprises 2020 as follows:
- The enterprise shall notify the business registration authority of any change to:
+ The enterprise’s business lines;
+ The founding shareholders and foreign shareholders (for joint stock companies, except listed companies);
+ Other content of the enterprise registration application.
- The enterprise shall notify a change to enterprise registration information within 10 days from its occurrence.
- A joint stock company shall send a written notification to the business registration authority in charge of the area where the company is headquartered within 10 days from the occurrence of the change to foreign shareholders registered in the company’s shareholder register. Such a notification shall contain:
+ The company’s name, EID number, headquarter address;
+ For foreign shareholders who transfer their shares: Names and headquarter addresses of shareholders that are organizations; full names, nationalities, mailing addresses of shareholders that are individuals; quantities and types of shares they are holding; quantities and types of shares being transferred;
+ For foreign shareholders who receive shares: Names and headquarter addresses of shareholders that are organizations; full names, nationalities, mailing addresses of shareholders that are individuals; quantities and types of shares being received; their holdings;
+ Full names and signatures of the company’s legal representatives.
- Within 03 working days from the receipt of the notification, the business registration authority shall consider its validity and decide whether to accept the change. The business registration authority shall inform the enterprise of necessary supplementation in writing if the application is invalid or inform the applicant and provide explanation if the change is not acceptable.
- Procedures for notifying changes to enterprise registration information under a court decision or arbitration award:
+ The organization or individual that requests to make the change (the requester) shall send a notification to the competent business registration authority within 10 days from the effective date of the court decision or arbitration award. The notification shall include copies of the effective court decision or arbitration award;
+ Within 03 working days from the receipt of the notification, the business registration authority shall consider accepting the change in accordance with the effective court decision or arbitration award. The business registration authority shall inform the applicant of necessary supplementation in writing if the notification is invalid or inform the applicant and provide explanation if the change is not acceptable.
LawNet
