Is it necessary to register to change the content on the Business Registration Certificate when changing the company’s headquarters address?

If you change the company’s headquarters address, do you need to register to change the content on the Business Registration Certificate? If I do not register changes, will there be any penalties?

1. What is a Business Registration Certificate?

In Clause 15, Article 4 of the Law on Enterprises 2020, it is stipulated as follows:

“A Business Registration Certificate is a paper or electronic document that records business registration information that the Business Registration Authority issues to an enterprise.”

Thus, the Certificate Business registration receipt is a document that records information about business registration that the Business Registration Authority issues to businesses in written or electronic form.

2. What content does the Business Registration Certificate include?

According to Article 28 of the Law on Enterprises 2020, the content of the Business Registration Certificate is as follows:

“Article 28. Contents of the Business Registration Certificate

The Business Registration Certificate includes the following main contents here:

1. Business name and business code;

2. Head office address of the business;

3. Full name, contact address, nationality, legal document number of the legal representative of the limited liability company and joint stock company; enterprise of a private enterprise. Full name, contact address, nationality, legal document number of the individual for individual members; name, business code and head office address of the member who is an organization for a limited liability company;

4. charter capital for a company, investment capital for a private enterprise.”

3. Does changing the company’s headquarters address require registration to change the content of the Business Registration Certificate?

Pursuant to Clause 1, Article 30 of the Law on Enterprises 2020, it is stipulated that cases must be registered with the Business Registration Authority when changing the content of the Business Registration Certificate, specifically as follows:

“1. Enterprises must register with the Business Registration Authority when changing the content of the Business Registration Certificate specified in Article 28 of this Law.”

At the same time, according to the provisions of Article 28 of the Law on Enterprises 2020, the head office address of the enterprise is one of the main contents of the Business Registration Certificate.

Thus, according to the above regulations, when changing the address of the company’s headquarters, it is necessary to carry out procedures to change the content of the Business Registration Certificate at the competent business registration authority.

4. If I do not register to change the content of the Business Registration Certificate, will there be any penalties?

According to Clause 5, Article 44 of Decree 122/2021/ND-CP, regulations on violations of the time limit for registering changes to the content of the Business Registration Certificate are as follows:

“[…] 5. Fine from 20,000,000 VND to 30,000,000 VND for failure to register to change the content of the Business Registration Certificate, register to change the content of registration of branch operations, representative offices, or business locations.

6. Remedial measures:

a) Compulsory registration of changes to the content of the Business Registration Certificate, registration of changes to the registration of branch operations, representative offices, and business locations for violations specified in Clause 1, Clause 2, Clause 3 and Clause 4 of this Article in case the changes have not been registered according to regulations;

b) Compulsory registration of changes to the content of the Business Registration Certificate, registration of changes to the registration of operations of branches, representative offices, and business locations for violations specified in Clause 5 of this Article.”

However, in Clause 2, Article 4 of Decree 122/2021/ND-CP, the above penalty level is the penalty level prescribed for organizations. For the same administrative violation, the fine for individuals is equal to 1/2 (one-half) of the fine for organizations.