Guidance on registration of relocation of headquarters address in Vietnam

According to Article 47 of Decree 01/2021/NĐ-CP, the procedures for registration of relocation of headquarters address in Vietnam are as follows:

• Before registering a change of the head office address to a different district, province, city under central authority, which leads to a change in the tax management authority, the company must complete related tax procedures with the Tax Authority according to tax law regulations.

• In case of changing the head office address, the company sends the application for registration of change in business registration details to the Business Registration Office where the new head office is located. The application includes the following documents:

• Notification of the change in business registration details signed by the company's legal representative;

• Resolution and decision of the company owner for a one-member limited liability company; resolution, decision, and a copy of the meeting minutes of the Board of Members for a two-member limited liability company or a partnership, of the General Meeting of Shareholders for a joint-stock company regarding the relocation of the head office.

• After receiving the business registration application, the Business Registration Office will issue a Receipt and check the validity of the application and issue a new Business Registration Certificate to the company as per regulations.

• When changing the company's head office address, the rights and obligations of the company do not change.

2. Guidance on registration of replacement of legal representatives of limited liability companies and joint-stock companies in Vietnam

According to Article 50 of Decree 01/2021/NĐ-CP, the procedures for registration of replacement of legal representatives of limited liability companies and joint-stock companies  in Vietnam are as follows:

- In case of changing the legal representative, the company sends the application for registration of change in business registration details to the Business Registration Office where the company is headquartered. The application includes the following documents:

• Notification of the change in the legal representative;

• A copy of the legal documents of the new legal representative;

• The resolution and decision of the company owner for a one-member limited liability company; the resolution, decision, and a copy of the meeting minutes of the Board of Members for a two-member limited liability company regarding the change of the legal representative; the resolution and a copy of the meeting minutes of the General Meeting of Shareholders for a joint-stock company regarding the change of the legal representative if the change in the legal representative leads to changes in the company charter; the resolution, decision, and a copy of the meeting minutes of the Board of Directors for a joint-stock company where the change of the legal representative does not lead to changes in the content of the company charter except the name, signature of the legal representative specified in Article 24 of Enterprise Law 2020.

- The individual signing the notification of the change in the legal representative can be one of the following:

• The Chairman of the Board of Members or the Director for a one-member limited liability company;

• The Chairman of the Board of Members for a two-member limited liability company. If the Chairman of the Board of Members is the legal representative, then the new Chairman elected by the Board of Members signs the notification;

• The Chairman of the Board of Directors for a joint-stock company. If the Chairman of the Board of Directors is the legal representative, then the new Chairman elected by the Board signs the notification;

• In case the Chairman of the Board of Members or the Chairman of the Board of Directors is absent or unable to perform their duties, the individual signing the notification of the change in the legal representative is the person authorized by the Chairman of the Board of Members or the Chairman of the Board of Directors. If no member has been authorized or the Chairman of the Board of Members or the Chairman of the Board of Directors has died, is missing, is under detention, serving a prison sentence, in a compulsory rehabilitation center or educational institution, has fled residence, is restricted or lacks legal capacity, has cognitive difficulties, is obstructed by a court from holding positions, practicing certain professions or doing specific jobs, then the individual signing the notification of the change in the legal representative is the person temporarily elected as Chairman of the Board of Members or the Board of Directors according to Clause 4, Article 56; Clause 3, Article 80; and Clause 4, Article 156 of the Enterprise Law 2020.

- In the case of registering a change in the legal representative under Clause 6, Article 12 of the Enterprise Law 2020, the registration documents include the documents specified in Clause 1, Article 50 of Decree 01/2021/NĐ-CP, and the resolution, decision, and a copy of the meeting minutes of the Board of Members are replaced by a copy of the document certifying that the former legal representative has died, is missing, is being prosecuted, detained, serving a prison sentence, undergoing compulsory rehabilitation, in a compulsory educational establishment, has fled residence, is restricted or lacks legal capacity, has cognitive difficulties, or is obstructed by a court from holding positions, practicing certain professions, or doing specific jobs.

- After receiving the business registration application, the Business Registration Office will issue a Receipt, check the validity of the application, and issue a new Business Registration Certificate to the company.

>> CLICK HERE TO READ THIS ARTICLE IN VIETNAMESE