Contents that need to be notified when changing business registration content

1. Obligation to register changes in business registration content?

According to the provisions of Clause 2, Article 8 of the Law on Enterprises 2020, the obligation to notify changes in business registration content is as follows:

Completely and promptly carry out the obligations regarding business registration, registration of changes in business registration content, and publicizing information about the establishment and operation of enterprises business, reporting and other obligations according to the provisions of this Law.

Thus, registering to change the business registration content is an obligation of the enterprise, so the enterprise must register to change the business registration content.

2. What contents need to be notified when changing the business registration content?

According to the provisions of Article 31 of the Law on Enterprises 2020, which regulates the contents that businesses must notify:

Enterprises must notify the Business Registration Authority when changing one of the following contents:

– Business lines and professions business;

– Founding shareholders and shareholders who are foreign investors for joint stock companies, except for listed companies;

– Other content in the business registration dossier.

Thus, you change from medical equipment business to pharmaceutical business, in the case of changing business lines and professions, according to the provisions of the above article, you must notify the Business Registration Authority.

3. In what cases are businesses not allowed to notify changes in business registration content?

According to the provisions of Clause 1, Article 65 of Decree 01/2021/ND-CP stipulating cases of not being able to register or notify changes in business registration content, in which cases that are not notified of changes in business registration content include:

– Has been banned by the Registration Department issue a Notice of violation of the enterprise in the case of revocation of the Certificate of Business Registration or a Decision to revoke the Certificate of Business Registration has been issued;

– Is in the process of dissolution according to the dissolution decision of the enterprise;

– At the request of the Court or Enforcement Agency or Investigation Agency, Heads, Deputy Heads of Investigation Agencies, Investigators prescribed in the Criminal Procedure Code;

– The enterprise is in the legal status of “No longer doing business at the posted address sign”.

4. How much will be the penalty for failing to notify changes in business registration content?

According to regulations, Article 49 of Decree 122/2021/ND-CP stipulates the penalties for violations of notification of changes in business registration content as follows:

– Warning for violations of the time limit for notification of changes in business registration content from 01 day up to 10 days.

– Fine from 3,000,000 VND to 5,000,000 VND for violating the notice period for changing business registration content from 11 days to 30 days.

– Fine from 5,000,000 VND to 10,000,000 VND for violation of the notice period for changes in business registration content from 31 days to 90 days.

– Fine from 10,000,000 VND to 20,000,000 VND for violation of the notice period for changes in business registration content from 91 days or more.

– Fine from 91 days or more. 20,000,000 VND to 30,000,000 VND for failure to notify changes in business registration content according to regulations.

– Remedial measures:

+ Forced notification to the business registration authority for violations specified in Clause 1, Clause 2, Clause 3 and Clause 4 of this Article in the case of In case the change has not been notified according to regulations;

+ Forced to send notice to the business registration authority for violations specified in Clause 5 of this Article.

Thus, when an enterprise does not notify a change in the business registration content in cases where notification to the business registration authority is required, it will be warned or fined up to 30,000,000 VND.

5. Notice of change in business registration content according to the decision of the Court or Arbitrator?

According to the provisions of Clause 5, Article 31 of the Law on Enterprises 2020, notification of change in business registration content according to the decision of the Court or Arbitrator will be carried out as follows:

– Organizations and individuals requesting to change the business registration content shall send a notice of change in registration content to the competent business registration authority within 10 days from the date the Court judgment or decision takes legal effect or the Arbitration award takes effect. The notice must be accompanied by a copy of the legally effective Court judgment or decision or the effective Arbitrator’s award.

– Within 03 working days from the date of receipt of the notice, the Business Registration Authority is responsible for reviewing and making changes to the business registration content according to the content of the legally effective Court judgment or decision or the effective Arbitrator’s 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 amend or supplement information according to the content of the notice of change in business registration, it must be notified in writing to the person requesting registration of change and clearly state the reason.