Cases in which application for/notification of changes to enterprise registration information is not allowed in Vietnam

Cases in which application for/notification of changes to enterprise registration information is not allowed in Vietnam (Internet image)

Regarding this issue, LawNet would like to answer as follows:

1. Cases in which application for/notification of changes to enterprise registration information is not allowed in Vietnam

Cases in which application for/notification of changes to enterprise registration information is not allowed according to Article 65 of Decree 01/2021/ND-CP are as follows:

- The enterprise shall not apply for/notify changes to enterprise registration information in the following cases:

+ The Business Registration Office has issued a notice that the enterprise’s violation results in revocation of the enterprise registration certificate or has issued a decision to revoke the enterprise registration certificate;

+ The enterprise is undergoing dissolution under a decision on enterprise dissolution;

+ The application or notification is refused at the request of the Court or judgment enforcement authority or investigating authority, head or deputy head of the investigating authority or investigator as prescribed in the Code of Criminal Procedures;

+ The enterprise has the “Not operate at registered address” status.

- The enterprise shall be entitled to apply for/notify changes to enterprise registration information in the following cases:

+ The enterprise has taken remedial measures as requested in the notice of violations and such measures are accepted by the Business Registration Office;

+ The enterprise has to register some changes to enterprise registration information to serve its dissolution process and complete the dissolution dossier as prescribed. In this case, the application for changes to enterprise registration information must be enclosed with the enterprise’s explanation for changes;

+ There in a written approval given by the entity prescribed in Point c Clause 1 of Article 65 of Decree 01/2021/ND-CP for the enterprise’s application for changes to enterprise registration information;

+ The enterprise has changed from “Not operate at registered address” to “operating” status.

2. Regulations on registration of changes in branch/ representative office/ business location registration information in Vietnam

Regulations on registration of changes in branch/ representative office/ business location registration information in Vietnam according to Article 62 of Decree 01/2021/ND-CP are as follows:

- Before applying for relocation of a branch or representative office which leads to change of its supervisory tax authority, the enterprise must follow tax procedures related to the relocation in accordance with regulations of the Law on taxation.

- When applying for changes to the branch/representative office/business location registration information, the enterprise shall send a notification of changes to the branch/representative office/business location registration information to the Business Registration Office of the province where the branch/representative office/business location is situated. In case of replacement of the branch's head/chief of representative office, the notification must be accompanied with copies of legal documents of the branch's head/chief of representative office.

When receiving the notification, the Business Registration Office shall give a confirmation slip, examine the validity of documents, change the branch/representative office/business location registration information on the National Enterprise Registration Database, and issue the certificate of registration of branch/representative office/business location within 03 working days from the receipt of satisfactory documents.

The Business Registration Office shall issue a certificate of changes to the branch/representative office/business location registration information to the enterprise at its request.

- In case a branch/representative office/business location is relocated to another province, the enterprise shall send a notification of changes to the branch/representative office/business location registration information to Business Registration Office of the province to which the branch/representative office/business location is relocated.

When receiving the notification, the Business Registration Office of the province to which the branch/representative office/business location is relocated shall give a confirmation slip, examine the validity of documents and issue the certificate of registration of branch/representative office/business location.

- After a wholly state-owned enterprise issued with an enterprise registration certificate is converted into a limited liability company or a joint-stock company, its branches/representative offices/business locations must follow procedures for changes to their registration information according to regulations of this Article.

- After a limited liability company is converted into a joint-stock company or vice versa, or a sole proprietorship is converted into a limited liability company, joint-stock company or partnership, their branches/ representative offices/business locations must follow procedures for changes to their registration information according to regulations of this Article.

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