There are many reasons that, after being in business for a while, businesses will change their business name. This change will have to be registered with the Business Registry.

After completing the application to change the name of the enterprise, the enterprise must re-engraving its seal. Because the enterprise seal contains information about the business name, the new seal must be engraved in accordance with the Certificate of Business Registration.

An enterprise name change registration dossier includes:

– Notice of change of business registration information signed by the legal representative of the enterprise;

- And: 

• Resolution, decision and copy of meeting minutes of the Board of Members for limited liability companies with two or more members, partnerships on changing the enterprise name;
• Resolution, decision and copy of minutes of the General Meeting of Shareholders for joint stock companies on changing the enterprise name; 
• Resolution, decision of the company owner for a one-member limited liability company on changing the business name.

In the course of operation, when there is a change, addition or reduction of business lines, enterprises shall follow the following procedures:

– Notice of change of business registration information signed by the legal representative of the enterprise;

- And:

• Resolution, decision and copy of meeting minutes of the Board of Members for limited liability companies with two or more members on changing business lines;
• Resolution, decision and copy of meeting minutes of the Board of Members for a partnership company on changing business lines; 
• Resolution, decision and copy of minutes of the General Meeting of Shareholders for joint stock companies on changing business lines;
• Resolution, decision of the company owner for a one-member limited liability company on changing business lines

Changing the address of an enterprise's business office to another district, town, city or province will entail many other problems. 

The process consists of 4 steps as follows: 

Step 1: When you want In this case, enterprises need to contact the tax office managing the business to carry out tax procedures with the tax office before changing the head office address.

Step 2: Only when there is a confirmation from the tax administration agency, the enterprise will proceed with the application change the contents of enterprise registration with the Business Registration Authority.

Step 3: Once the enterprise registration certificate has been received with the new head office address, the enterprise shall engrave a new seal (if the enterprise seal has information on the old head office address).

Step 4: Finally, the enterprise conducts tax registration at the tax administration agency of the new district, town, city or province.

Note:

• Must complete the submission of tax returns and outstanding taxes up to the time of moving the headquarters to another district or moving the company headquarters to another province.
• In case of moving the headquarters to another district where the enterprise is under the management of the provincial tax department, it is only necessary to change the business registration because the tax authority is not changed.
• In some cases of administrative boundary changes such as the establishment of Thu Duc City, enterprises are required to carry out procedures to change their headquarters as instructed above.

A dossier of change of the enterprise's head office address includes:

– Notice of change of business registration information signed by the legal representative of the enterprise;

- And:

• Resolution, decision of the company owner for a one-member limited liability company on changing the head office address of the enterprise;
• Resolution, decision and copy of meeting minutes of the Board of Members for limited liability companies with two or more members, partnerships on changing the head office address of the enterprise; 
• Resolution, decision and copy of minutes of the General Meeting of Shareholders for joint stock companies on changing the head office address of the enterprise.

When there is a change of the legal representative, the enterprise shall follow the following procedures:

– Notice of change of legal representative;

– A copy of the individual's legal papers for the new legal representative;

- And: 

• Resolution, decision of the company owner for a one-member limited liability company on changing the legal representative; 
• Resolution, decision and copy of minutes of meeting of the Board of Members for limited liability companies with two or more members on changing the legal representative; 
• Resolution and copy of meeting minutes:
  • Of the General Meeting of Shareholders for a joint-stock company on the change of the legal representative in case the change of the legal representative changes the content of the company's charter;
  • Or of the Board of Directors for a joint-stock company in case the change of the legal representative does not change the contents of the company's charter other than the full name and signature of the legal representative. the company's law specified in Article 24 of the Enterprise Law.

Note: 

The person signing the notice of change of legal representative is one of the following individuals:

• Chairman of the Board of Members or Chairman of the company for a single-member limited liability company;
• Chairman of the Board of Members for a limited liability company with two or more members. In case the Chairman of the Board of Members is the legal representative, the person signing the notice shall be the newly elected Chairman of the Board of Members;
• Chairman of the Board of Directors for joint stock companies. In case the Chairman of the Board of Directors is the legal representative, the person signing the notice is the new Chairman of the Board of Directors elected by the Board of Directors;

If an enterprise falls into the following cases, it shall not proceed with the application for change of business registration but shall supplement and update its business registration information:

• In case an enterprise updates or supplements information in the business registration dossier that changes the content of the Business Registration Certificate but does not fall under the cases of registration of changes to business registration content prescribed from Article 47 to Article 55 of Decree 01/2021/ND-CP;
• In case the enterprise only updates and supplements information in the business registration dossier without changing the content of the Business Registration Certificate and does not fall under the cases of notification of changes in business registration content prescribed in Articles 56 to 60 of Decree 01/2021/ND-CP.

– When a business has been in operation for a while, there may be many changes in members and shareholders in the company. It is possible that the business wants to add members and shareholders to the company by transferring a portion of its capital contribution and shares to new members and shareholders. Or it is also possible that members and shareholders in the company do not want to continue investing and want to transfer their capital contribution and shares to other new members and shareholders.

– When changing members and shareholders by this form of transfer, in addition to the business having to complete the Change of Business Registration Contents file with the Business Registration Authority, the business must also ｄｅｃｌａｒｅ personal income tax for the transferred shares and capital contributions. This tax declaration can be done by the individual himself or by the business on his behalf with the Tax Authority managing the business.

In case of registration of change of charter capital, the following procedures shall be followed:

• Notice of change of business registration information signed by the legal representative of the enterprise;
• Resolutions and decisions of the company owner for a single-member limited liability company; resolutions, decisions and meeting minutes of the Board of Members for a limited liability company with two or more members, a partnership company, and of the General Meeting of Shareholders for a joint stock company on changing the charter capital;

In case the company registers to change its capital contribution and capital contribution ratio:

• Notice of change of business registration information signed by the legal representative of the enterprise;
• List of members of a limited liability company with two or more members; list of members of a partnership, which does not include declarations of capital contributing members. The lists must include the signatures of members whose capital contributions have changed, and are not required to include the signatures of members whose capital contributions have not changed;
• Transfer contract or documents proving completion of transfer in case of transfer of capital contribution; Donation contract in case of donation of capital contribution;

In case the General Meeting of Shareholders approves the offering of shares to increase charter capital, and at the same time assigns the Board of Directors to carry out the procedures for registering the increase in charter capital after the end of each share sale:

• Notice of change of business registration content signed by the legal representative of the enterprise
• Resolution and copy of the minutes of the General Meeting of Shareholders on the offering of shares to increase charter capital, clearly stating the number of shares offered and assigning the Board of Directors to carry out the procedures for registering the increase in charter capital after the end of each share offering;
• Resolution, decision and copy of minutes of the meeting of the Board of Directors of the joint stock company on registration of increase in charter capital of the company after the end of each share sale.

Note: In case of reduction of charter capital:

Business must commitment to ensure full payment of debts and other property obligations after capital reduction. In case a limited liability company with two or more members reduces its charter capital as prescribed at Points a and b, Clause 3, Article 68 of the Law on Enterprises, the application for registration for reduction of charter capital must be: Attach the most recent financial statements with the time of decision to reduce charter capital.

In case of accepting new members leading to increase in charter capital:

• Notice of change of business registration information signed by the legal representative of the enterprise;
• List of members of limited liability companies with two or more members. The list of members must include the signatures of the new member and the member whose capital contribution has changed, the signature of the member whose capital contribution has not changed is not required;
• Resolution, decision and copy of minutes of the Members' Council meeting on the admission of new members;
• Documents confirming capital contribution of new members of the company;
• A copy of an individual's legal papers in case the new member is an individual or a copy of an organization's legal papers, a copy of the individual's legal papers in the case of an authorized representative and a copy of the legal document of the individual. A copy of the appointment of an authorized representative in case the new member is an organization.

In case of change of members due to transfer of capital contribution:

• Notice of change of business registration information signed by the legal representative of the enterprise;
• List of members of limited liability companies with two or more members. The list of members must include the signatures of the new member and the member whose capital contribution has changed, the signature of the member whose capital contribution has not changed is not required;
• The transfer contract or documents proving the completion of the transfer;
• A copy of an individual's legal papers in case the new member is an individual or a copy of an organization's legal papers, a copy of the individual's legal papers in the case of an authorized representative and a copy of the legal document of the individual. A copy of the appointment of an authorized representative in case the new member is an organization.

In case of change of members due to inheritance:

• Notice of change of business registration information signed by the legal representative of the enterprise;
• List of members of limited liability companies with two or more members. The list of members must include the signatures of the new member and the member whose capital contribution has changed, the signature of the member whose capital contribution has not changed is not required;
• Copy of document confirming the legal inheritance rights of the heir;
• A copy of the individual's legal documents in case the heir is an individual or a copy of the organization's legal documents, a copy of the individual's legal documents for the authorized representative and a copy of the document appointing the authorized representative in case the heir is an organization.

In case of registration of change of members due to a member not fulfilling the capital contribution commitment as prescribed in Article 47 of the Law on Enterprises:

• Notice of change of business registration information signed by the legal representative of the enterprise;
• List of remaining members of the company. The list of members must include the signature of the member whose capital contribution has changed, and is not required to include the signature of the member whose capital contribution has not changed;
• Resolution, decision and copy of minutes of the Board of Members meeting on changing members due to failure to fulfill capital contribution commitments.

Registration of change of members due to donation of capital contribution:

– In case the person receiving the capital contribution is subject to the provisions of Point a, Clause 6, Article 53 of the Law on Enterprises:

• Notice of change of business registration information signed by the legal representative of the enterprise;
• List of members of limited liability companies with two or more members. The list of members must include the signatures of the new member and the member whose capital contribution has changed, the signature of the member whose capital contribution has not changed is not required;
• Contract for donation of contributed capital;
• A copy of an individual's legal papers in case the new member is an individual or a copy of an organization's legal papers, a copy of the individual's legal papers in the case of an authorized representative and a copy of the legal document of the individual. A copy of the appointment of an authorized representative in case the new member is an organization

– In case the person receiving the capital contribution is subject to the provisions of Point b, Clause 6, Article 53 of the Law on Enterprises:

• Notice of change of business registration information signed by the legal representative of the enterprise;
• List of members of limited liability companies with two or more members. The list of members must include the signatures of the new member and the member whose capital contribution has changed, the signature of the member whose capital contribution has not changed is not required;
• Resolution, decision and copy of minutes of the Members' Council meeting on the admission of new members;
• Contract for donation of contributed capital;
• A copy of an individual's legal papers in case the new member is an individual or a copy of an organization's legal papers, a copy of the individual's legal papers in the case of an authorized representative and a copy of the legal document of the individual. A copy of the appointment of an authorized representative in case the new member is an organization.

Registering change of members in case members use capital contribution to pay debt:

– In case the company registers to change members because the member uses the capital contribution to pay debt and the payee is approved by the Board of Members to become a member of the company according to the provisions of Point a, Clause 7, Article 53 of the Law on Enterprises:

• Notice of change of business registration information signed by the legal representative of the enterprise;
• List of members of limited liability companies with two or more members. The list of members must include the signatures of the new member and the member whose capital contribution has changed, the signature of the member whose capital contribution has not changed is not required;
• Resolution, decision and copy of minutes of the Members' Council meeting on the admission of new members;
• The loan contract and documents showing the use of contributed capital to repay the debt;
• A copy of an individual's legal papers in case the new member is an individual or a copy of an organization's legal papers, a copy of the individual's legal papers in the case of an authorized representative and a copy of the legal document of the individual. A copy of the appointment of an authorized representative in case the new member is an organization.

– In case the company registers to change members because a member uses the capital contribution to pay debts and the payee uses that capital contribution to offer for sale and transfer to another person according to the provisions of Point b, Clause 7, Article 53 of the Law on Enterprises:

• Notice of change of business registration information signed by the legal representative of the enterprise;
• List of members of limited liability companies with two or more members. The list of members must include the signatures of the new member and the member whose capital contribution has changed, the signature of the member whose capital contribution has not changed is not required;
• The transfer contract or documents proving the completion of the transfer;
• A copy of an individual's legal papers in case the new member is an individual or a copy of an organization's legal papers, a copy of the individual's legal papers in the case of an authorized representative, and a copy of the legal document of the individual. A copy of the appointment of an authorized representative in case the new member is an organization;
• Debt loan contract and documents showing the use of contributed capital to repay debt

In case the company owner transfers the entire charter capital to an individual or an organization:

• Notice of change of owner of a single-member limited liability company signed by the owner or the legal representative of the old owner and the new owner or the legal representative of the new owner ;
• A copy of the individual's legal documents in case the transferee is an individual or a copy of the organization's legal documents, a copy of the individual's legal documents in case the authorized person and a copy of the document appointing the authorized representative in case the transferee is an organization.
• Copy of the company's amended and supplemented charter;
• Contract for transfer of capital contribution or documents proving completion of transfer of capital contribution;

In case of changing the owner of a single-member limited liability company according to the decision of the competent authority on the arrangement and innovation of state-owned enterprises:

• Notice of change of owner of a single-member limited liability company signed by the owner or the legal representative of the old owner and the new owner or the legal representative of the new owner ;
• A copy of the individual's legal documents in case the transferee is an individual or a copy of the organization's legal documents, a copy of the individual's legal documents in case the authorized person and a copy of the document appointing the authorized representative in case the transferee is an organization.
• Copy of the company's amended and supplemented charter;
• Decision of competent authority on change of company owner;

In case a single-member limited liability company changes ownership due to inheritance:

• Notice of change of owner of a single-member limited liability company signed by the new owner or the new owner's legal representative;
• Copy of the company's amended and supplemented charter;
• A copy of the individual's legal documents in case the heir is an individual or a copy of the organization's legal documents, a copy of the individual's legal documents in case the authorized person and a copy of the document appointing the authorized representative in case the heir is an organization.
• Copy of document confirming the legal inheritance rights of the heir.

In case of changing the owner of a single-member limited liability company due to donation of all capital contributions:

• Notice of change of owner of a single-member limited liability company signed by the owner or the legal representative of the old owner and the new owner or the legal representative of the new owner ;
• A copy of the individual's legal documents in case the transferee is an individual or a copy of the organization's legal documents, a copy of the individual's legal documents in case the authorized person and a copy of the document appointing the authorized representative in case the transferee is an organization.
• Copy of the company's amended and supplemented charter;
• Contract for donation of capital contribution.

Notify the change of investment capital to the Business Registration Office where the enterprise's head office is located.

Correct information on the Business Registration Certificate, Certificate of Change in Business Registration Content, Certificate of Registration of Branch and Representative Office Operations, Certificate of Registration of Business Location if:

• In case an enterprise discovers that the content on the Business Registration Certificate is not accurate compared to the content of the business registration dossier, the enterprise shall send a written request to correct the information to the Business Registration Office where the enterprise has its head office. 
• In case the Business Registration Office discovers that the content on the Business Registration Certificate is not accurate compared to the content of the business registration dossier, the Business Registration Office shall send a notice of correction of the content on the Business Registration Certificate to the business.
• Correction of information on the Certificate of change in business registration content, Certificate of registration of branch and representative office activities, Certificate of registration of business location and information on business registration kept in the National Database on Business Registration is also carried out as prescribed above.

Correction of business registration information due to data conversion into the National Database on Business Registration when:

• In case the enterprise discovers that the content of business registration information in the National Database on Business Registration is missing or incorrect compared to the paper version due to the process of converting data into the National Database on Business Registration.
• In case the Business Registration Office discovers that the business registration information in the National Database on Business Registration is absent or incorrect compared to the paper version due to the process of converting data into the National Database on Business Registration.