What is the current registration form for changing partners of a partnership company?

If a partnership member is changed, within what period of time must the partnership register with the Business Registration Authority?

Changing the content of the Business Registration Certificate is prescribed in Article 30 of the Law on Enterprises 2020 as follows:

Registering to change the content of the Business Registration Certificate

1. Enterprises must register with the Business Registration Authority when changing the content of the Business Registration Certificate specified in Article 28 of this Law.

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

3. Within 03 working days from the date of receipt of the application, the Business Registration Authority is responsible for reviewing the validity of the application and issuing a new Business Registration Certificate; In case the dossier is not valid, the Business Registration Authority must notify the enterprise in writing of the content that needs to be amended or supplemented. In case of refusal to issue a new Business Registration Certificate, the enterprise must be notified in writing and clearly state the reason.

4. Registration of changes in the content of the Business Registration Certificate according to the decision of the Court or Arbitration is carried out according to the following order and procedures:

a) The person requesting to register changes in the content of the Business Registration Certificate sends a request for registration of changes to the competent business registration authority within 15 days from the date the Court’s judgment or decision takes legal effect or the Arbitrator’s decision takes effect. Attached to the registration dossier must be a copy of the legally effective judgment or decision of the Court or the effective Arbitral Award;

b) Within 03 working days from the date of receiving the registration request specified in Point a of this Clause, the Business Registration Authority is responsible for reviewing and issuing a new Business Registration Certificate according to the content of the legally effective Court judgment or decision or effective Arbitral Award; In case the dossier is not valid, the Business Registration Authority must notify in writing the content that needs to be amended or supplemented to the person requesting registration of changes. In case of refusal to issue a new Business Registration Certificate, it must be notified in writing to the person requesting registration of change and clearly state the reason.

5. The Government regulates the dossiers, order and procedures for registering changes to the content of the Business Registration Certificate.

In Article 28 of the Law on Enterprises 2020, the provisions on the content of the Business Registration Certificate are as follows:

Contents of the Business Registration Certificate

The Business Registration Certificate includes the following contents mainly as follows:

1. Business name and business code;

2. Address of the enterprise’s headquarters;

3. Full name, contact address, nationality, legal document number of individual for legal representatives of limited liability companies and joint stock companies; for partner 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;

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

Accordingly, full name, contact address, nationality, legal document number of the general partner of the partnership is one of the main contents of the Business Registration Certificate.

Therefore, when changing partners, the partnership must register with the Business Registration Authority within 10 days from the date of change.

What is the current registration form for changing partners of a partnership company?

The latest registration form for changing partners of a partnership company is currently specified in Appendix II-1 issued with Circular 01/2021/TT-BKHDT

What is included in the registration dossier to change general partners of a partnership company?

According to Clause 1, Article 49 of Decree 01/2021/ND-CP, the registration dossier to change general partners of a partnership includes the following documents:

(1) Notice of change in business registration content signed by the legal representative of the enterprise.

(2) List of members of the partnership, which does not include the declaration of capital contributing members.

(3) Copy of personal legal documents for new partners.