Conditions for registering to change partnership members in 2024 in Vietnam

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1. Conditions for registering to change partnership members in 2024 in Vietnam

(1) Requirements and conditions for registering a change of partnership members

- Enterprises are not allowed to register or notify changes in enterprise registration content in the following cases:

+ The Business Registration Office has issued a Notice of violation of the enterprise in the case of revoking the Certificate of Business Registration or has issued a Decision to revoke the Certificate of Business Registration;

+ In the process of dissolution, according to the dissolution decision of the enterprise;

+ At the request of the Court or Judgment Enforcement Agency, or Investigation Agency, Head, Deputy Head of Investigation Agency, and Investigator as prescribed in the Criminal Procedure Code;

+ The enterprise has the legal status of "No longer doing business at the registered address".

- Enterprises may continue to register and notify changes in enterprise registration content in the following cases:

+ There have been measures to correct the violations as required in the Notice of Violations of the Enterprise in the case of revocation of the Business Registration Certificate 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 according to regulations. In this case, the change registration dossier must be accompanied by the enterprise's written explanation of the reason for the change registration;

+ There is written approval from the organizations and individuals submitting the request specified in Point c, Clause 1, Article 65 of Decree 01/2021/ND-CP on allowing continued registration to change business registration content;

+ The enterprise's legal status has been changed from "No longer doing business at the registered address" to "In operation.".

- Enterprises are responsible for notifying customers of changes in enterprise registration content within 10 days from the date of the change.

- Business registration dossiers are received to enter information into the National Business Registration Information System when the following conditions are met:

+ Have enough documents as prescribed in Decree 01/2021/ND-CP;

+ The business name has been filled in in the Application for registration of changing the business registration content;

+ Fully paid business registration fees and charges according to regulations.

- Electronic business registration documents are approved when all of the following requirements are met:

+ Have all the documents and the contents of those documents fully declared according to regulations, like paper documents, and expressed in electronic document form. The name of the electronic document must correspond to the name of the document type in the paper file. The person authorized to sign the business registration application document or another individual signing the business registration application can use a digital signature to sign directly on the electronic document or sign directly on paper documents and scan paper documents according to the formats specified in Clause 2, Article 43 of Decree 01/2021/ND-CP;

+ Business registration information declared on the national business registration portal must be complete and accurate according to the information in the paper documents; includes information about the applicant's phone number and email;

+ Business registration documents via the electronic information network must be authenticated by the digital signature or business registration account of the person authorized to sign the business registration request document or the person authorized by the person competent to sign the business registration application document to carry out business registration procedures.

In case of authorization to carry out business registration procedures, accompanied by the business registration dossier, there must be papers and documents specified in Article 12 of Decree 01/2021/ND-CP.

- Enterprises are not required to put a stamp on the notice of a change in business registration content. The stamping of other documents in the business registration application is carried out in accordance with relevant laws.

(2) Implementing agency: Business Registration Office - Department of Planning and Investment.

(3) Subjects of implementation: individuals, organizations.

(4) Name of application form and declaration form:

Notice of change in business registration content (Appendix II-1, Circular No. 01/2021/TT-BKHDT): Download 

List of partnership company members (Appendix I-9, Circular No. 01/2021/TT-BKHDT):Download 

2. Components of the application to register the change of partnership members in Vietnam

According to subsection 8, section II, Appendix 1 of Decision 885/QD-BKHDT, instructions on the composition of the registration dossier to change partnership members are as follows:

- Notice of change in business registration content, signed by the legal representative of the enterprise;

- List of partnership company members specified in Article 25 of the Law on Enterprises 2020, which does not include the declaration of capital contributing members;

- Copy of personal legal documents for new partnership members.

The person competent to sign the business registration request document can authorize other organizations and individuals to carry out business registration procedures:

+ In case of authorizing an individual to carry out business registration procedures, along with the business registration dossier, there must be a written authorization for the individual to carry out procedures related to business registration and copies of legal documents of authorized individuals. This authorization document is not required to be notarized or authenticated.

+ In case of authorizing an organization to carry out business registration procedures, along with the business registration dossier, there must be a copy of the service provision contract with the service organization carrying out the procedure related to business registration, a letter of introduction from that organization to the individual directly carrying out procedures related to business registration and a copy of the legal documents of the individual being introduced.

+ In case of authorizing a public postal service provider to carry out business registration procedures, the postal staff must submit a copy of the application form according to the form issued by an enterprise providing public postal services with the signature of the postal employee and the person authorized to sign the business registration application.

+ In case of authorizing a postal service provider other than a public postal service to carry out business registration procedures, the authorization shall be carried out as in the case of authorizing an organization.

- Number of documents: 01 set.

- Processing time: Within 03 (three) working days from the date of receipt of complete and valid documents.

- Fees and charges:

+ Business registration fee: 50,000 VND/time.

- Fee for publishing business registration content: 100,000 VND/time.

- Fees are waived for electronic registration.

(Pursuant to rpris)

- The person submitting the business registration application pays the fee for announcing the business registration content and the business registration fee at the time of submitting the business registration application. Business registration fees and charges can be paid directly at the Business Registration Office, transferred to the Business Registration Office account, or using electronic payment services. The business registration fee is not refunded to the business in the event that it is not granted business registration. In the event that the enterprise is not granted business registration, it will be refunded the fee for publishing the business registration content.

3. Procedure for registering a change of partnership members in 2024 in Vietnam

The business founder or authorized person shall register the business with the Business Registration Authority in the following manner:

- Register your business directly at the Business Registration Office;

- Register your business via postal service;

- Register your business via an electronic information network.

Registration order:

- In case of direct registration or via postal service:

+ In case of terminating the status of a partnership member and receiving a new partnership member according to the provisions of Articles 185 and 186 of the Law on Enterprises 2020, the partnership company sends the registration dossier to change the business registration content to the Business Registration Office where the company's head office is located.

+ After receiving the business registration dossier, the Business Registration Office issues a receipt, checks the validity of the dossier, and issues a Business Registration Certificate to the enterprise.

- In case of electronic registration using a public digital signature:

+ The applicant declares information, downloads electronic documents, signs and authenticates the business registration application via the electronic information network, and pays business registration fees and charges according to the process on the national business registration portal (https://dangkylanhdoanh.gov.vn).

+ After completing the submission of the business registration application, the applicant will receive a receipt for the business registration application via the electronic information network.

+ In case the application meets the conditions for business registration, the Business Registration Office shall issue a business registration and notify the business of the business registration. In case the dossier does not meet the conditions for business registration, the Business Registration Office sends a notice via electronic information network to the enterprise to request amendments and supplements to the dossier.

- In case of electronic registration using Business Registration Account:

+ The applicant uses the Business Registration Account to declare information, download electronic documents, authenticate the business registration application via the electronic information network, and pay business registration fees and charges. according to the process on the national business registration portal (https://dangkylanhdoanh.gov.vn). In the case of authorization to carry out business registration procedures via the electronic information network using the Business Registration Account, the authorization document must have the contact information of the authorizer to authenticate the submission of business registration documents via the electronic information network.

+ After completing the submission of the registration application, the applicant will receive a receipt for the business registration application via the electronic information network.

+ The Business Registration Office issues business registration to businesses if the application is eligible and notifies the business about the issuance of business registration. In case the dossier does not meet the conditions, the Business Registration Office will send a notice via electronic information network to the enterprise to request amendments and supplements to the dossier.

- Announcement of business registration content

+ The request for publication of business registration content is made at the time the enterprise submits its business registration application.

Best regards!

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