When must the procedure to change the company name be carried out? is legal content that readers often need to check carefully before implementing it in practice. This article has been reorganized by ANT Legal in an easy-to-understand way, helping individuals and businesses understand the main issues, common risks and appropriate solutions.
On the Business Registration Certificate, the business name is one of the indispensable contents (Clause 1, Article 28 of the Law on Enterprises 2020).
According to Article 38 of the Law on Enterprises 2020, the enterprise name is understood as the Vietnamese name of the enterprise. In addition, businesses also have foreign names (usually English) and abbreviations.
In particular, the Vietnamese name is required, while the foreign name and abbreviation may or may not be present.
The Vietnamese name of a business includes 02 elements in the following order: Type of business + Personal name. When changing the type of business or personal name, the company must carry out name change procedures.
Businesses can change their name during operation. The name change is based on the needs of the business. In only 01 case, according to Clause 2, Article 19 of Decree 01/2021/ND-CP, an enterprise must change its name when that name infringes on industrial property rights, then the enterprise whose name violates must register to change its name.
Besides, when a business changes its type of operation, the nature of the company name will also change (For example: Hong Duc Co., Ltd. => Hong Duc Joint Stock Company) but does not have to go through name change procedures.
Latest procedures for changing company name
Within 10 days from the date of issuance of the Decision or Resolution to change the name, the enterprise is responsible for registering to change the content of the Business Registration Certificate.
Step 1: Check the usability of the proposed new company name
Look up the new company name on the National Business Registration System to see if the new company name can be used or not.
Step 2: Prepare documents to change the company name including:
| STT | Dossier components |
| 1 | Notification of change in business registration content signed by the legal representative of the enterprise; (Appendix II-1 Circular No. 01/2021/TT-BKHDT) |
| 2 | Copy of the meeting minutes of the Board of Members for limited liability companies with two or more members, partnerships, and of the General Meeting of Shareholders for joint stock companies; Resolutions and decisions of the company owner for a one-member limited liability company on changing the business name. (The minutes must clearly state the changed content in the company’s Charter) |
| 3 | Decision of the General Meeting of Shareholders for a joint stock company/of the Board of Members for a LLC with 2 or more members/of the owner for a 1-member LLC (signed by the Chairman of the Board of Directors/Chairman of the Board of Members/owner). (The decision must clearly state the amended content in the company’s Charter) |
| 4 | Authorization letter to submit documents and receive results of changing the company name (if any) |
Step 3: Submit documents and fees to change the company name at the Business Registration Office where the company is headquartered main.
Particularly in Hanoi and Ho Chi Minh City, online application is required. After receiving the business registration authority, the enterprise submits the paper application directly to the business registration authority.
The registration agency issues the result of approving the application or requesting to amend the application (if any) within 03 days from receipt of the application.
Step 4: Re-engrave the seal if changing the Vietnamese name
After the enterprise is granted a Business Registration Certificate with a new name, the enterprise carries out the procedure of engraving a new legal entity seal with the new enterprise name.
However, the 2020 Enterprise Law stipulates that businesses do not have to carry out procedures to notify seal samples to the business registration authority. The quantity and form of the enterprise’s seal will be decided by the enterprise and will no longer be managed by the business registration authority.
Step 5: Announcing business change information
After changing business registration, enterprises must publish changed information on the national business portal within 30 days from the date of change.
Note on Applying Current Legal Regulations
This article belongs to the Business & M&A group and is presented for reference purposes, helping readers understand the legal issue at an overview level before preparing a dossier or carrying out a transaction.
Legal regulations may vary depending on the timing, locality, type of dossier and specific circumstances. If you need to determine the exact legal basis applicable to your case, you should contact ANT Legal’s lawyers at 0966.475.966 for review and advice before proceeding.
Common Legal Risks to Note
- Applying legal instruments that have been amended, supplemented or replaced.
- Preparing an incomplete set of documents, materials or necessary evidence.
- Misunderstanding the conditions, procedure, timeline or competent authority.
- Signing, submitting a dossier or carrying out a transaction before fully assessing legal risks.
How Can ANT Legal Support You?
ANT Legal can review the specific circumstances, examine the dossier, identify the applicable legal basis, advise on an appropriate handling plan and represent clients in working with individuals, organizations or competent authorities where necessary.
For prompt advice, you may contact a lawyer at 0966.475.966.
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