Regulations on notification of changes in business registration content according to Vietnamese law

Procedures for notifying changes in business registration is one of the important procedures that need to be carried out with the Business Registration Authority. However, many businesses do not really understand the application cases and the order and procedures for implementing the above procedures. This article shares the contents surrounding the procedure for notification of changes in business registration according to the Law on Enterprises 2020.

CSPL:  Article 31 of the Law on Enterprises 2020

            Article 49 of Decree 122/2021/ND-CP 

1. Cases requiring notification to the Business Registration Authority

Enterprises must notify the Business Registration Authority when changing one of the following contents:

• Business lines;
• Founding shareholders and shareholders who are foreign investors for joint stock companies, except for listed companies listed;
• Other content in business registration documents.

2. Procedures for notifying the Business Registration Authority

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

– Joint stock companies must notify in writing to the Business Registration Authority where the company’s headquarters 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 shares transfer: 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.

3. Sequence and procedures for implementing a notice of change in business registration content according to the decision of the Court or Arbitrator

–  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’s judgment or decision takes legal effect or the Arbitrator’s decision 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 Arbitration 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. Handling violations of notification of changes in business registration content

Pursuant to Article 49 of Decree 122/2021/ND-CP on regulations on sanctions for administrative violations in the field of planning and investment. Violations of notification of changes in business registration content are sanctioned and forced to apply corrective measures as follows:

– Warning and forced to send notice to the business registration authority for violations of the time limit for notification of changes in business registration content from 01 day to 10 days.

– Fine from 3,000,000 VND to 10 days. 5,000,000 VND and forced to send a notice to the business registration authority for violations of the time limit for notification of changes in business registration content from 11 days to 30 days.

– Fine from 5,000,000 VND to 10,000,000 VND and forced to send a notice to the business registration authority for violations of the deadline for notification of changes to the contents Business registration content from 31 days to 90 days.

– Fine from 10,000,000 VND to 20,000,000 VND and forced to send notice to the business registration authority for violations of the notice period of changing business registration content from 91 days or more.

– Fine from 20,000,000 VND to 30,000,000 VND and Forced notification to the business registration authority for failure to notify changes in business registration content according to regulations.