Time Limit for Registering Changes to the ERC of a Single-Member LLC

What contents does the Enterprise Registration Certificate of a limited liability company include?

Under Article 28 of the Law on Enterprises 2020, the Enterprise Registration Certificate of a limited liability company must include the following main contents:

– Name and enterprise code of the enterprise;

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– Address of the enterprise’s head office;

– Full name, contact address, nationality, legal document number of the individual for the legal representative of a limited liability company and a joint-stock company; for general partners of a partnership; for the owner of a private enterprise. Full name, contact address, nationality, legal document number of the individual for an individual member; name, enterprise code and head office address of an organizational member for a limited liability company;

– Charter capital for companies, investment capital for private enterprises.

How long is the time limit for registering changes to the Enterprise Registration Certificate of a single-member limited liability company when changing the head office address?

Under Clause 2, Article 30 of the Law on Enterprises 2020:

“2. Enterprises are responsible for registering changes to the contents of the Enterprise Registration Certificate within 10 days from the date of change.”

Accordingly, when changing the head office address, the time limit for your company to register changes to the contents of the Enterprise Registration Certificate of a single-member limited liability company is 10 days from the date of change.

Is there any penalty for exceeding the time limit for registering changes to the Enterprise Registration Certificate?

Under Article 44 of Decree 122/2021/ND-CP as amended and supplemented by Decree 288/2026/ND-CP (effective from 21/7/2026) on violations of the time limit for registering changes to the Enterprise Registration Certificate, specifically as follows:

“Article 44. Violations of the time limit for registering changes to the contents of the Enterprise Registration Certificate

1. Warning for violations of the time limit for registering changes to the contents of the Enterprise Registration Certificate, registering changes to the activity registration contents of branches, representative offices and business locations beyond the prescribed time limit by 01 to 10 days.

2. A fine of VND 3,000,000 to VND 5,000,000 for violations of the time limit for registering changes to the contents of the Enterprise Registration Certificate, registering changes to the activity registration contents of branches, representative offices and business locations beyond the prescribed time limit by 11 to 30 days.

3. A fine of VND 5,000,000 to VND 10,000,000 for violations of the time limit for registering changes to the contents of the Enterprise Registration Certificate, registering changes to the activity registration contents of branches, representative offices and business locations beyond the prescribed time limit by 31 to 90 days.

4. A fine of VND 10,000,000 to VND 20,000,000 for violations of the time limit for registering changes to the contents of the Enterprise Registration Certificate, registering changes to the activity registration contents of branches, representative offices and business locations beyond the prescribed time limit by 91 days or more.

5. A fine of VND 20,000,000 to VND 30,000,000 for failing to register changes to the contents of the Enterprise Registration Certificate, registering changes to the activity registration contents of branches, representative offices and business locations.

6. Remedial measures:

a) Compelled registration of changes to the contents of the Enterprise Registration Certificate, registration of changes to the activity registration contents of branches, representative offices and business locations for violations in Clauses 1, 2, 3 and 4 of this Article where registration of changes has not yet been carried out as prescribed;

b) Compelled registration of changes to the contents of the Enterprise Registration Certificate, registration of changes to the activity registration contents of branches, representative offices and business locations for violations in Clause 5 of this Article.”

Accordingly, if your company carries out procedures to register changes to the Enterprise Registration Certificate beyond the prescribed time limit, the company will be subject to administrative penalties, with the specific fine depending on your company’s violation period, specifically:

– If beyond the prescribed time limit by 01 to 10 days: warning;

– If beyond the prescribed time limit by 11 to 30 days: a fine of VND 3,000,000 to VND 5,000,000;

– If beyond the prescribed time limit by 31 to 90 days: a fine of VND 5,000,000 to VND 10,000,000;

– If beyond the prescribed time limit by 91 days or more: a fine of VND 10,000,000 to VND 20,000,000.

However, under Clause 2, Article 4 of Decree 122/2021/ND-CP as amended and supplemented by Decree 288/2026/ND-CP (effective from 21/7/2026), the above fine levels are fines applicable to organizations (except the fines in point c, Clause 2, Article 28; points a and b, Clause 2, Article 38; Articles 62 and 63 of this Decree which are fines applicable to individuals). For the same administrative violation, the fine for an individual is 1/2 (one half) of the fine for an organization.

In addition, your company is compelled to carry out the remedial measure of registering changes to the Enterprise Registration Certificate where registration of changes has not yet been carried out as prescribed.