Registering Changes to the Enterprise Registration Certificate

How is the registration of changes to the contents of the Enterprise Registration Certificate carried out?

1. What is the Enterprise Registration Certificate?

Under Clause 15, Article 4 of the Law on Enterprises 2020, “An Enterprise Registration Certificate is a paper or electronic document recording enterprise registration information issued by the business registration authority to the enterprise.”

2. How is the registration of changes to the contents of the Enterprise Registration Certificate carried out?

Under Article 30 of the Law on Enterprises 2020, the registration of changes to the contents of the Enterprise Registration Certificate is carried out as follows:

“Article 30. Registration of changes to the contents of the Enterprise Registration Certificate

1. An enterprise must register with the business registration authority when changing the contents of the Enterprise Registration Certificate prescribed in Article 28 of this Law.

2. The enterprise is responsible for registering the change of the contents of the Enterprise Registration Certificate within 10 days from the date of the change.

3. Within 03 working days from the date of receipt of the dossier, the business registration authority is responsible for examining the validity of the dossier and issuing a new Enterprise Registration Certificate; where the dossier is invalid, the business registration authority must notify in writing the contents to be amended or supplemented to the enterprise. Where refusing to issue a new Enterprise Registration Certificate, it must notify the enterprise in writing and clearly state the reasons.

4. Registration of changes to the contents of the Enterprise Registration Certificate under a court or arbitration decision shall be carried out in the following order and procedures:

a) The person requesting registration of the change of the contents of the Enterprise Registration Certificate sends the request to the competent business registration authority within 15 days from the date the court’s judgment or decision takes legal effect or the arbitral award takes effect. The registration dossier must include a copy of the legally effective court judgment or decision or the effective arbitral award;

b) Within 03 working days from the date of receipt of the registration request prescribed in Point a of this Clause, the business registration authority is responsible for examining and issuing a new Enterprise Registration Certificate in accordance with the legally effective court judgment or decision or the effective arbitral award; where the dossier is invalid, the business registration authority must notify in writing the contents to be amended or supplemented to the person requesting the registration change. Where refusing to issue a new Enterprise Registration Certificate, it must notify the person requesting the registration change in writing and clearly state the reasons.

5. The Government prescribes dossiers, order and procedures for registering changes to the contents of the Enterprise Registration Certificate.”

Accordingly, the registration of changes to the contents of the Enterprise Registration Certificate is carried out as follows:

– The enterprise must register with the business registration authority when changing the contents of the Enterprise Registration Certificate prescribed in Article 28 of this Law.

– The enterprise is responsible for registering the change of the contents of the Enterprise Registration Certificate within 10 days from the date of the change.

– Within 03 working days from the date of receipt of the dossier, the business registration authority is responsible for examining the validity of the dossier and issuing a new Enterprise Registration Certificate; where the dossier is invalid, the business registration authority must notify in writing the contents to be amended or supplemented to the enterprise. Where refusing to issue a new Enterprise Registration Certificate, it must notify the enterprise in writing and clearly state the reasons.

3. What does a notification of changes to enterprise registration contents include?

Under Article 31 of the Law on Enterprises 2020, the enterprise must notify the business registration authority when changing one of the following contents:

– Business lines and trades;

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

– Other contents in the enterprise registration dossier.

The enterprise is responsible for notifying changes to enterprise registration contents within 10 days from the date of the change.

A joint stock company must notify in writing the business registration authority where the company has its head office within 10 days from the date of the change for shareholders that are foreign investors registered in the company’s shareholder register. The notification must include the following contents:

– Name, enterprise code, head office address;

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

– For shareholders that are foreign investors receiving transferred shares: name and head office address of the shareholder that is an organization; full name, nationality and contact address of the shareholder that is an individual; number and class of shares received; number, class and corresponding share ownership ratio in the company;

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

Within 03 working days from the date of receipt of the notification, the business registration authority is responsible for examining the validity and implementing the change of enterprise registration contents; where the dossier is invalid, the business registration authority must notify in writing the contents to be amended or supplemented to the enterprise. Where refusing to amend or supplement information under the notification of enterprise registration change, it must notify the enterprise in writing and clearly state the reasons.

Notification of changes to enterprise registration contents under a court or arbitration decision shall be carried out in the following order and procedures:

– The organization or individual requesting the change of enterprise registration contents sends the notification of change to the competent business registration authority within 10 days from the date the court’s judgment or decision takes legal effect or the arbitral award takes effect. The notification must include 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 notification, the business registration authority is responsible for examining and implementing the change of enterprise registration contents in accordance with the legally effective court judgment or decision or the effective arbitral award; where the dossier is invalid, the business registration authority must notify in writing the contents to be amended or supplemented to the person requesting the registration change. Where refusing to amend or supplement information under the notification of enterprise registration change, it must notify the person requesting the registration change in writing and clearly state the reasons.

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