Does Commercial Brokerage Require Adding a Business Line? Procedures

What Is Commercial Brokerage? Must an Enterprise Add Commercial Brokerage to Its Business Lines If the Current License Does Not Mention It?

Under Article 150 of the Commercial Law 2005 on commercial brokerage:

Commercial brokerage is a commercial activity in which a trader acts as an intermediary (called the broker) for parties buying and selling goods or supplying services (called the brokered parties) in negotiating and entering into contracts for the sale and purchase of goods and services, and receives remuneration under the brokerage contract.

To participate in commercial brokerage activities, you must register to add the business line to your enterprise’s business lines if the current license does not mention it.

How Are the Rights and Obligations of the Commercial Broker Regulated?

Regarding rights, Article 153 of the Commercial Law 2005 provides for the right to brokerage remuneration as follows:

– Unless otherwise agreed, the right to brokerage remuneration arises from the time the brokered parties have signed a contract with each other.

– Where there is no agreement, the brokerage remuneration is determined in accordance with Article 86 of this Law.

Regarding obligations, Article 151 of the Commercial Law 2005 provides for the obligations of the commercial broker as follows:

Unless otherwise agreed, the commercial broker has the following obligations:

– Safekeeping samples of goods and documents delivered for brokerage and returning them to the brokered party after completing the brokerage;

– Not disclosing or providing information harmful to the interests of the brokered party;

– Being responsible for the legal standing of the brokered parties, but not responsible for their solvency;

– Not participating in the performance of the contract between the brokered parties, except where authorized by the brokered party.

How Are the Procedures for Notifying Additional Business Lines Regulated?

Article 56 of Decree No. 168/2025/ND-CP on notification of changes to business lines is specifically regulated as follows:

– Where business lines are changed, the enterprise sends a Notice to the provincial-level business registration authority where the enterprise’s head office is located. The enterprise registration dossier includes the following documents:

+ The notice of change of enterprise registration contents signed by the enterprise’s legal representative;

+ The resolution, decision, and copy of the meeting minutes of the Members’ Council for multi-member LLCs and partnership companies, of the General Meeting of Shareholders for joint-stock companies; the resolution or decision of the company owner for single-member LLCs on changing business lines.

– After receiving the enterprise registration dossier, the provincial-level business registration authority issues a receipt, checks the validity of the dossier and market access conditions for business lines with restricted market access for foreign investors under the investment law, and updates the enterprise’s business line information in the National Business Registration Database. Where the enterprise so requests, the provincial-level business registration authority issues a Confirmation of changes to enterprise registration contents to the enterprise.

However, if your company falls into one of the cases prescribed in Article 65 of Decree No. 168/2025/ND-CP, it may not register or notify changes to enterprise registration contents, specifically as follows:

– An enterprise may not register or notify changes to enterprise registration contents in the following cases:

+ It has been issued a Notice of violation by the provincial-level business registration authority in cases subject to revocation of the Enterprise Registration Certificate, or has been issued a Decision revoking the Enterprise Registration Certificate;

+ It is in the process of dissolution under the enterprise’s dissolution decision;

+ At the request of the Court, the judgment enforcement agency, the investigation agency, or the head, deputy head of the investigation agency, or investigators prescribed in the Criminal Procedure Code;

+ The enterprise is in the legal status of “No longer conducting business at the registered address.”

– An enterprise may continue to register or notify changes to enterprise registration contents in the following cases:

+ It has taken remedial measures for violations as required in the Notice of violation in cases subject to revocation of the Enterprise Registration Certificate, accepted by the provincial-level business registration authority;

+ It must register changes to certain enterprise registration contents to serve the dissolution process and complete the dissolution dossier as prescribed. In this case, the change registration dossier must be accompanied by the enterprise’s written explanation of the reasons for the change registration;

+ There is written consent from the organizations and individuals that made the requests prescribed in point c, Clause 1 of this Article permitting continued registration of changes to enterprise registration contents;

+ The enterprise has had its legal status changed from “No longer conducting business at the registered address” to “Operating.”