To act as a commercial broker, is it necessary to register additional business lines for the enterprise when this line of business is not mentioned in the current license? What are the procedures?

What is a commercial broker? To work as a commercial broker, do I need to register additional business lines when this line of business is not mentioned in the current license?

Pursuant to the provisions of Article 150 of the 2005 Commercial Law regarding commercial brokerage, specifically as follows:Commercial brokerage is a commercial activity whereby a trader acts as an intermediary (called the broker) for parties buying and selling goods or providing services (called the brokered party) in negotiating and concluding contracts to buy and sell goods and services and receive remuneration according to the brokerage contract.

To be able to participate in commercial brokerage activities, you need to register additional business lines for your business if this line of business is not mentioned in the current license.

How are the rights and obligations of commercial brokers regulated?

Regarding rights, based on Article 153 of the 2005 Commercial Law, regulations on the right to receive specific brokerage remunerations are as follows:

– Unless otherwise agreed, the right to receive brokerage fees arises from the moment the brokered parties sign a contract with each other.

– In case there is no agreement, the brokerage fee is determined according to the provisions of Article 86 of this Law.

Regarding obligations, based on Article 151 of the 2005 Commercial Law, the specific obligations of commercial brokers are specified as follows:

Unless otherwise agreed, the commercial broker has the following obligations:

– Preserve samples of goods and documents assigned to perform the brokerage and must return them to the brokered party after completing the brokerage;

– Do not disclose or provide information that is harmful to the interests of the brokered party;

– Responsible for the legal status of the brokered parties, but not responsible for their solvency;

– Do not participate in implementing contracts between brokered parties, unless authorized by the brokered party.

What are the procedures for notification of additional business lines?

Pursuant to Article 56 of Decree 01/2021/ND-CP on notification of changes in business lines is specifically stipulated as follows:

– In case of changing business lines, the enterprise sends a Notice to the Business Registration Office where the enterprise is headquartered. Business registration dossier includes the following documents:

+ Notice of change in business registration content signed by the legal representative of the enterprise;

+ Resolutions, decisions and copies of meeting minutes of the Board of Members for limited liability companies with two or more members, partnerships, and of the General Meeting of Shareholders for joint stock companies; resolutions and decisions of the company owner for a one-member limited liability company on changing business lines.

– After receiving the business registration dossier, the Business Registration Office issues a Receipt, checks the validity of the dossier and market access conditions for industries and occupations that limit market access for foreign investors in accordance with the law on investment, updates information about the enterprise’s business industries and occupations in the National Business Registration Database. In case an enterprise needs, the Business Registration Office will issue a Certificate of change in business registration content to the enterprise.

However, if your company falls into one of the cases specified in Article 65 of Decree 01/2021/ND-CP it cannot be registered, the notice of change in business registration content is specifically stipulated as follows:

– Enterprises are not allowed to register or notify changes in enterprise registration content in the following cases:

+ The Business Registration Office has issued a Notice of violation of the enterprise in the case of revoking the Certificate of Business Registration or has been issued a Decision to revoke the Certificate of Business Registration;

+ In the process of dissolution according to the dissolution decision of the enterprise;

+ At the request of the Court or Judgment Enforcement Agency or Investigation Agency, Head, Deputy Head of Investigation Agency, Investigator as prescribed in the Criminal Procedure Code;

+ The enterprise is in the legal status of “No longer doing business at the registered address”.

– Enterprises may continue to register and notify changes in enterprise registration content in the following cases:

+ There have been measures to correct the violations as required in the Notice of violations of the enterprise in the case of revocation of the Business Registration Certificate and accepted by the Business Registration Office;

+ Must register to change some business registration contents to serve the dissolution process and complete the dissolution dossier according to regulations. In this case, the change registration dossier must be accompanied by the enterprise’s written explanation of the reason for the change registration;

+ There is written approval from the organizations and individuals who submit the request specified in Point c, Clause 1 of this Article to allow continued registration to change the business registration content;

+ The business’s legal status has been changed from “No longer doing business at the registered address” to “Active”.