Registration deadline How long does it take to change the content of the Business Registration Certificate of a single-member limited liability company when changing the head office address?

What content does a limited liability company’s business registration certificate include?

In Article 28 of the Law on Enterprises 2020, the business registration certificate of a limited liability company must include includes the following main contents:

– Business name and business code;

– Head office address of the enterprise;

– Full name, contact address, nationality, legal document number of the individual for the legal representative of the limited liability company and joint stock company; for general members of a partnership; for business owners of private enterprises. Full name, contact address, nationality, legal document number of individual for individual members; name, business code and head office address of the organizational member for a limited liability company;

– charter capital for companies, investment capital for private enterprises.

What is the time limit for registering changes to the content of the Business Registration Certificate of a single-member limited liability company when changing the head office address?

According to Clause 2, Article 30 of the Law on Enterprises 2020, regulations regulations:

“2. Enterprises are responsible for registering changes to the content of the Business Registration Certificate within 10 days from the date of change.”

Thus, when changing the head office address, the time limit for your company to register to change the content of the Business Registration Certificate of single-member limited liability company is 10 days from the date of change.

If the deadline for registering to change the content of the Business Registration Certificate is past the deadline, will there be any handling?

Pursuant to Article 44 of Decree 122/2021/ND-CP regulating violations of the deadline for registering to change the content of the Business Registration Certificate, specifically as follows:

“Article 44. Violation of the time limit for registering changes to the content of the Business Registration Certificate

1. Warning for violations of the time limit for registering changes to the content of the Business Registration Certificate, registering to change the content of registration of branch operations, representative offices, and business locations beyond the prescribed time limit from 01 day to 10 days.

2. Fine from 3,000,000 VND to 5,000,000 VND for violations of the deadline for registering changes to the content of the Business Registration Certificate, registering to change the content of registration of branch operations, representative offices, or business locations beyond the prescribed time limit from 11 days to 30 days.

3. Fine from 5,000,000 VND to 10,000,000 VND for violations of the deadline for registering changes to the content of the Business Registration Certificate, registering changes to the registration of branch operations, representative offices, or business locations beyond the prescribed time limit from 31 days to 90 days.

4. Fine from 10,000,000 VND to 20,000,000 VND for violating the deadline for registering changes to the content of the Business Registration Certificate, registering to change the content of registration of branch operations, representative offices, or business locations beyond the prescribed time limit of 91 days or more.

5. Fine from 20,000,000 VND to 30,000,000 VND for acts of not registering changes to the content of the Business Registration Certificate, registering to change the content of registration of branch operations, representative offices, business locations.

6. Remedial measures:

a) Forced registration of changes to the content of the Business Registration Certificate, registration of changes to the registration of operations of branches, representative offices, and business locations for violations specified in Clause 1, Clause 2, Clause 3 and Clause 4 of this Article in case the changes have not been registered according to regulations;

b) Forced registration of replacement change the content of the Business Registration Certificate, register to change the content of registration of branch operations, representative offices, and business locations for violations specified in Clause 5 of this Article.”

Thus, if your company carries out the registration procedure to change the content of the Business Registration Certificate beyond the prescribed time limit, the company will be fined for an administrative violation, the specific penalty level will depend on the duration of your company’s violation, specifically:

– If the prescribed time limit is from 01 day to 10 days: warning;

– If the prescribed time limit is from 11 days to 30 days: fine from 3,000,000 VND to 5,000,000 VND;

– If the prescribed time limit is from 31 days to 90 days: fine from 5,000,000 VND to 10,000,000 VND;

– If the prescribed time limit is 91 days or more: fine from 10,000,000 VND to 20,000,000 VND.

However, according to Clause 2, Article 4 of Decree 122/2021/ND-CP, the fine level specified above is the fine level applicable to organizations (except for the fine level specified in Point c, Clause 2, Article 28; Points a and b, Clause 2, Article 38; Article 62 and Article 63 of this Decree are the fine levels applicable to individuals). For the same administrative violation, the fine for individuals is equal to 1/2 (one-half) of the fine for organizations.

In addition, your company is required to take remedial measures to force the registration to change the content of the Business Registration Certificate in case the change has not been registered according to regulations.