I intend to change companies. Is it necessary to change the tax code of my business from a limited liability company to a joint stock company?

What is MST? When must I register for MST?

According to Clause 5, Article 3 of the Law on Tax Administration 2019, MST (tax code) is defined as follows:

“5. Tax code is a series of numbers consisting of 10 digits or 13 digits and other characters issued by tax authorities to taxpayers for tax management.”

According to Clause 1, Article 30 of the Law on Tax Administration 2019, regulations on subjects registering for tax code and issuance of tax code are as follows:

– Taxpayers must register for tax and be granted a tax code by the tax authority before starting production or business activities or incurring obligations to the state budget. Tax registration subjects include:

+ Enterprises, organizations and individuals carry out tax registration according to the one-stop shop mechanism along with enterprise registration, cooperative registration, business registration according to the provisions of the Enterprise Law and other relevant laws;

+ Organizations and individuals not falling into the cases specified in Point a of this Clause shall register tax directly with the tax authority according to regulations of the Minister of Finance.

Is it necessary to change the tax code when converting from a limited liability company to a joint stock company?

Pursuant to Point dd, Clause 3, Article 30 of the Law on Tax Administration 2019, the conversion of an enterprise to its type is regulated as follows:

dd) Tax code of the enterprise, economic organization, and other organization after converting the type image, sale, gift, donation, inheritance are kept intact;”

So, in your case, when converting from a limited liability company to a joint stock company, you do not have to change the MST.

If the business is reorganized, will the MST be changed?

According to Article 20 of Circular 105/2020/TT-BTC guidance on tax registration, it mentions tax registration in case of business reorganization, specifically:

1. Divide the organization

– For divided organizations:

+ The divided organization must carry out procedures to terminate the validity of its tax code with the directly managing tax agency according to the provisions of Article 39 of the Law on Tax Administration 2019 and Article 14 of this Circular.

+ Based on the tax code termination dossier of the divided organization, the tax authority carries out the procedures and order to invalidate the divided organization’s tax code according to the provisions of Article 39 of the Law on Tax Administration 2019 and Article 15 and 16 of this Circular.

– For newly divided organizations:

+ New organizations established from divided organizations must carry out tax registration procedures with tax authorities according to the provisions of Article 31, Article 32, Article 33 of the Law on Tax Administration 2019 and Article 7 of this Circular.

+ Based on the tax registration dossier of the newly established organization from the divided organization, the tax authority carries out the procedures and order to issue a tax code to the payer as prescribed in Article 34 of the Law on Tax Administration 2019 and Article 8 of this Circular.

2. Separation of the organization

– For separated organizations:

+ In case after separation, the separated organization has a change in tax registration information, the organization must carry out procedures to change tax registration information with the directly managing tax agency within 10 (ten) working days from the date of issuance of the License for establishment and operation, Decision on establishment or other equivalent document from a competent state authority.

+ Documents include:

++ Declaration for adjusting and supplementing tax registration information, form No. 08-MST issued with this Circular;

++ Copy of the decision to separate the organization or equivalent document;

++ Copy of Establishment and Operation License, Establishment Decision or other equivalent documents.

+ The tax authority carries out procedures to change the tax registration information of the separated organization according to the provisions of Article 36 of the Law on Tax Administration 2019 and Article 11 of this Circular. The separated organization still uses the previously issued tax code to continue fulfilling its tax obligations.

– For separated organizations:

+ The separated organization must carry out tax registration procedures with the tax authority according to the provisions of Article 31, Article 32, Article 33 of the Law on Tax Administration 2019 and Article 7 of this Circular.

+ Based on the tax registration dossier of the separated organization, the tax authority carries out the procedures and order to issue tax codes to taxpayers according to the provisions of Article 34 of the Law on Tax Administration 2019 and Article 8 of this Circular.

3. Merging organizations

The merged organization retains its tax code. Merged organizations will have their tax codes terminated.

– Merged organizations:

+ The merged organization must carry out procedures to terminate the validity of its tax code with the directly managing tax agency according to the provisions of Article 39 of the Law on Tax Administration 2019 and Article 14 of this Circular.

+ Based on the dossier of invalidation of the tax code of the merged organization, the tax authority carries out the procedures and order to terminate the validity of the tax code of the merged organization according to the provisions of Article 39 of the Law on Tax Administration 2019 and Article 15, Article 16 of this Circular.

– Organization receiving merger:

+ In case a merger causes a change in tax registration information, within 10 (ten) working days from the date of issuance of the Establishment and Operation License, Establishment Decision or other equivalent documents, the merging organization must carry out procedures to change tax registration information with the directly managing tax agency.

+ Documents include:

++ Declaration for adjusting and supplementing tax registration information, form No. 08-MST issued with this Circular;

++ Copy of Merger Contract or equivalent document;

++ Copy of Establishment and Operation License, Establishment Decision or other equivalent documents.

+ The tax authority carries out procedures to change tax registration information of the merging organization according to the provisions of Article 36 of the Law on Tax Administration 2019 and Article 11 of this Circular.

4. Organizational consolidation

– Merged organization:

+ Consolidated organizations must carry out procedures for tax code termination with the directly managing tax agency according to the provisions of Article 39 of the Law on Tax Administration 2019 and Article 14 of this Circular.

+ Based on the tax code termination documents of the merged organizations, the tax authority carries out the procedures and order to invalidate the tax code of the merged organization according to the provisions of Article 39 of the Law on Tax Administration and Articles 15 and 16 of this Circular.

– Unified organization:

+ The consolidated organization must carry out tax registration procedures with the tax authority according to the provisions of Article 31, Article 32, Article 33 of the Law on Tax Administration 2019 and Article 7 of this Circular.

+ Based on the tax registration dossier of the consolidated organization, the tax authority carries out the procedures and order to issue tax codes to taxpayers according to the provisions of Article 34 of the Law on Tax Administration 2019 and Article 8 of this Circular.

Therefore, if your company is reorganized, you need to rely on the provisions of this article to prepare the necessary procedures regarding MST.