Register to change the content of the Business Registration Certificate according to the law

How is registration to change the content of the Business Registration Certificate done?

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1. What is a Business Registration Certificate?

Pursuant to Clause 15, Article 4 of the Law on Enterprises 2020, “A Business Registration Certificate is a paper or electronic document that records business registration information that the Business Registration Authority issues to an enterprise.”

2. How is registration to change the content of the Business Registration Certificate done?

According to the provisions of Article 30 of the Law on Enterprises 2020, registration to change the content of the Business Registration Certificate, specifically:

“Article 30. Registration to change the content of the Business Registration Certificate

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

2. The enterprise is responsible for registering changes in the content of the Business Registration Certificate within 10 days from the date of change.

3. Within 03 working days from the date of receipt of the application, the Business Registration Authority is responsible Review the validity of the application and issue a new Business Registration Certificate; in case the application is not valid, the Business Registration Authority must notify the enterprise in writing of the content that needs to be amended or supplemented. In case of refusal to issue a new Business Registration Certificate, it must notify the enterprise in writing and clearly state the reason.

4. Register to change the content of the Enterprise Registration Certificate according to the decision of the Court or Arbitrator according to the following order and procedures:

a) The person requesting to register a change in the content of the Certificate of Business Registration sends a request to register the change to the competent Business Registration Authority within 15 days from the date the Court judgment or decision takes legal effect or the Arbitral Award takes effect. Attached to the registration dossier must be a copy of the legally effective judgment or decision of the Court or the effective Arbitral Award;

b) Within 03 working days from the date of receipt of the registration request specified in Point a of this Clause, the Business Registration Authority is responsible for reviewing and issuing a new Business Registration Certificate according to the content of the legally effective Court judgment or decision or effective Arbitral 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 issue a new Business Registration Certificate, it must be notified in writing to the person requesting registration of change and clearly state the reason.

5. The Government regulates documents, order and procedures for registering changes to the content of the Business Registration Certificate.”

Thus, registering to change the content of the business registration certificate is carried out as follows:

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

– Enterprises are responsible for registering changes to the content of the Business Registration Certificate within 10 days from the date of change.

– Within 03 working days from the date of receipt of the application, the Business Registration Authority is responsible for reviewing the validity of the application and issuing a new Business Registration Certificate; In case the dossier is not valid, the Business Registration Authority must notify the enterprise in writing of the content that needs to be amended or supplemented. In case of refusal to issue a new Business Registration Certificate, the enterprise must be notified in writing and clearly state the reason.

3. What does the notice of change in business registration content include?

Pursuant to Article 31 of the Law on Enterprises 2020, enterprises must notify the Business Registration Authority when changing one of the following contents:

– Business lines and professions;

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

– Other content in business registration documents.

Enterprises are responsible for notifying changes in business registration content within 10 days from the date of change change.

A joint stock company must notify in writing the Business Registration Authority where the company’s head office is located within 10 days from the date of change for shareholders who are foreign investors registered in the company’s shareholder register. The notice must include the following contents:

– Name, enterprise code, head office address;

– For shareholders who are foreign investors transferring shares: name, head office address of the shareholder who is an organization; full name, nationality, and contact address of individual shareholders; number of shares, type of shares and their current share ownership ratio in the company; number of shares and type of shares transferred;

– For shareholders who are foreign investors receiving transferred shares: name and head office address of the shareholder who is an organization; full name, nationality, and contact address of individual shareholders; number of shares and type of shares to be transferred; number of shares, type of shares and their respective share ownership ratio in the company;

– Full name, signature of the legal representative of the company.

Within 03 working days from the date of receipt of the notice, the Business Registration Authority is responsible for reviewing the validity and making changes to the business registration content; In case the dossier is not valid, the Business Registration Authority must notify the enterprise in writing of the content that needs to be amended or supplemented. In case of refusal to amend or supplement information according to the content of the notice of change in business registration, the enterprise must be notified in writing and clearly state the reason.

Notification of change in the content of business registration according to the decision of the Court or Arbitration shall be carried out according to the following order and procedures:

– 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 Arbitral 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 Arbitral 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 the registration of change and clearly state the reason.

4. What information does the announcement of business registration content include?

In Article 32 of the Law on Enterprises 2020, after being granted a Certificate of Business Registration, an enterprise must make a public announcement on the National Information Portal on business registration and must pay fees according to the provisions of law. The announced content includes the contents of the Business Registration Certificate and the following information:

– Business lines;

– List of founding shareholders; list of shareholders who are foreign investors for joint stock companies (if any).

In case of changing the content of business registration, the corresponding changes must be publicly announced on the National Business Registration Portal. The prescribed time limit for publicizing information about an enterprise is 30 days from the date of publication.

Practical points to review

For the topic “Register to change the content of the Business Registration Certificate according to the law”, readers should compare the legal rule with the actual documents, parties involved, timeline and evidence before choosing a course of action.

  • Identify the legal relationship, signing authority and documents creating rights or obligations.
  • Check deadlines, notices, payment records, approvals and evidence that may affect the legal position.
  • Assess whether negotiation, document correction, complaint, arbitration, court proceedings or another route is suitable.

Documents to prepare

  • Contracts, annexes, decisions, notices, emails, messages, payment records and handover/acceptance minutes where relevant.
  • Enterprise, asset, license or identity documents connected to the matter.
  • A short timeline of key events and the outcome expected from the review.

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