Dossier to change the headquarters of a two-member limited liability company according to the law

How is a notice of change of address for a limited liability company with two or more members regulated? What does the dossier for changing the headquarters of a limited liability company with two or more members include?

1. If a limited liability company with two or more members changes the head office address, what documents do the dossier include?

If a limited liability company with two or more members changes the head office address, the dossier includes the documents specified in Clause 2, Article 47 Decree 01/2021/ND-CP as follows:

Registering change of head office address Head office of the enterprise

1. Before registering to change the head office address to a district, province, or centrally run city other than where the head office is located, leading to a change in the management tax authority, the enterprise must carry out procedures with the tax authority related to the relocation according to the provisions of tax law.

2. In case of moving the head office address, the enterprise sends the registration dossier to change the business registration content to the Business Registration Office where the new head office is located. The dossier includes the following documents:

a) Notice of change in business registration content signed by the legal representative of the enterprise;

b) Resolution and decision of the company owner for a one-member limited liability company; resolutions, decisions and copies of 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 on the transfer of the enterprise’s headquarters address.

3. After receiving the business registration dossier, the Business Registration Office issues a Receipt, checks the validity of the dossier and issues a Business Registration Certificate to the enterprise according to regulations.

4. When changing the head office address of an enterprise, the rights and obligations of the enterprise do not change.

Thus, according to the above regulations, if a limited liability company with two or more members changes its head office address, the dossier includes the following documents:

– Notice of change in business registration content signed by the legal representative of the enterprise;

– Resolutions, decisions and copies of meeting minutes of the Board of Members for limited liability companies with two or more members on the transfer of the enterprise’s headquarters address.

2. If a limited liability company with two or more members is in a legal status that no longer operates business at the registered address, can it be notified of change?

If a limited liability company with two or more members is in a legal situation and no longer does business at its registered address, it will be notified of any change, as prescribed in Point d, Clause 1, Article 65. Decree 01/2021/ND-CP as follows:

In cases of non-registration, notification of changes in business registration content

1. Enterprises are not allowed to register or notify changes in enterprise registration content in the following cases:

a) The Business Registration Office has issued a Notice of violation of the enterprise in the case of revoking the Certificate of Business Registration or has had a Decision to revoke the Certificate of Business Registration issued;

b) Is in the process of dissolution according to the dissolution decision of the enterprise;

c) At the request of the Court or Judgment Enforcement Agency or Investigation Agency, Head, Deputy Head of Investigation Agency, Investigator as prescribed in the Criminal Procedure Code;

d) The enterprise is in the legal status of “No longer doing business at the registered address”.

2. Enterprises may continue to register and notify changes in enterprise registration content in the following cases:

a) Measures have been taken to correct the violations as required in the Notice of violations of the enterprise in the case of revocation of the Certificate of Business Registration and accepted by the Business Registration Office;

b) Must register to change some business registration contents to serve the dissolution process and complete the dissolution dossier according to regulations. In this case, the change registration dossier must be accompanied by a written explanation from the enterprise about the reason for registering the change;

c) There is written approval from the organizations and individuals submitting the request specified in Point c, Clause 1 of this Article to allow continued registration to change the business registration content;

d) The enterprise has had its legal status changed from “No longer operating”. doing business at the registered address” to “Active”.

Thus, according to the above regulations, a limited liability company with two or more members that is in a legal situation and no longer does business at the registered address is not allowed to notify changes in the business registration content.