Do I have to pay a registration fee to change my enterprise's name and change the type of enterprise in Vietnam?

Do I have to pay a registration fee to change my enterprise's name and change the type of enterprise in Vietnam?

In Clause 18, Article 10 of Decree 10/2022/ND-CP, the registration fee exemption is provided as follows:

18. Entities receive portions of a divided property or contribute their property as a result of the division, consolidation, merger or renaming of an organization according to competent agencies' decisions provided that prior registration fee has been paid on such property.

In addition, in Clause 7, Article 5 of Circular 13/2022/TT-BCT stipulating registration fee exemption as follows:

7. Assets of organizations and individuals that have paid registration fees are divided or contributed due to division, separation, consolidation, merger or change of organization's name under a decision of a competent authority which is exempt from paying the fee in advance. register as prescribed in Clause 18, Article 10 of Decree No. 10/2022/ND-CP.

In case of change of name and change of property owner, the property must be re-registered with a competent authority, the property owner must pay a registration fee, including:

a) Rename and change all founding shareholders (for joint stock companies with founding shareholders) or all shareholders owning charter capital for the first time (for joint stock companies without shareholders); founder) or all members of the company (for other types of enterprises) or the owner of a private enterprise (in the case of sale of an enterprise according to the provisions of Article 192 of the Law on Enterprises).

b) Rename and change the type of enterprise specified at: Point c, Clause 2, Article 202 (Limited liability company converted into a joint stock company by the method of selling all contributed capital to one or several other organizations, other individual); Point b, Clause 1, Article 203 (Joint-stock company is converted into a single-member limited liability company by the method that an organization or individual who is not a shareholder receives and transfers all shares of shareholders of the company); Point c, Clause 1, Article 204 (Joint-stock companies are converted into limited liability companies by the method of total transfer to other organizations and individuals for capital contribution); Article 205 of the Enterprise Law, except for the case of conversion from a private enterprise into a single-member limited liability company owned by an individual who is already the owner of the converted private enterprise.

According to the above provisions in Vietnam, if the name is changed and the type of business is changed from a limited liability company to a joint stock company by the method of selling all contributed capital to one or several other organizations and individuals, from a Joint Stock Company converted to a single-member limited liability company by the method that an organization or individual who is not a shareholder receives and transfers all shares of all shareholders of the company or from A joint-stock company converted into a limited liability company by the method of full transfer to other organizations and individuals contributing capital is not exempt from registration fee.

In case you change your name and convert the type of business from a sole proprietorship to a single-member limited liability company, you are exempt from the fee before you as prescribed by law in Vietnam.

What is implementation of declaration and payment of registration fee when an enterprise changes its name and converts its type of enterprise in Vietnam?

In Article 11 of Decree 10/2022/ND-CP stipulating declaration and payment of registration fee when an enterprise changes its name and converts its type of enterprise as follows:

1. Organizations and individuals shall conduct declarations and payments of registration fees in accordance with regulations of the law on tax administration when applying to competent state agencies for the right to own and use properties.

2. Digital database of payment of registration fees via the Vietnam State Treasury, commercial banks, or providers of intermediary payment services digitally signed by the General Department of Tax and uploaded to the National Public Service Portal, has the same value as paper receipts for traffic enforcer agencies, agencies of natural resources and environment, and other competent state agencies connected to the National Public Service Portal to access and utilize for purposes of resolving financial procedures related to registration of ownership and use rights.

According to this Article, when you change your name and change the type of business that is subject to registration fee payment, the declaration and payment of registration fee shall comply with the above provisions in Vietnam.

Which property is subject to registration fees in Vietnam?

Article 3 of Decree 10/2022/ND-CP stipulates on property subject to registration fees as follows:

1. Houses, land.

2. Hunting guns; guns used for training or sports.

3. Ships in accordance with regulations of the law on inland waterway transport and the maritime law (hereinafter referred to as “ships”), including barges, canoes, tugs, pushers, submarines, and submersibles; except for floating docks, floating storage units, and mobile offshore drilling units.

4. Boats including yachts.

5. Aircraft.

6. Two-wheeled or three-wheeled motorcycles, mopeds, and equivalences subject to registration fees and fitted with license plates issued by competent state agencies (hereinafter referred to as “motorcycles”).

7. Motor vehicles, trailers or semi-trailers towed by motor vehicles, and equivalences subject to registration fees and fitted with license plates issued by competent state agencies.

8. Frame, chassis assembly, engine assembly, and engine block of the property prescribed in Clauses 3, 4, 5, 6, and 7 of this Article, when replaced, subject to registration with competent state agencies.

The Ministry of Finance shall stipulate this Article in detail.

The above are properties subject to registration fee as prescribed by law in Vietnam.

Best Regards!