Tiếng ViệtShort answer: Yes. Commercial brokerage is a business activity, so an enterprise must notify the addition of business lines if it has not yet registered this line. The current procedure follows Article 49 of Decree No. 168/2025/ND-CP at the provincial-level business registration authority, with a processing time of 03 working days.
What Is Commercial Brokerage?
Under Article 150 of the Commercial Law 2005, commercial brokerage is a commercial activity in which a trader acts as an intermediary (called the broker) for parties buying and selling goods or supplying services (called the brokered parties) in negotiating and entering into contracts for the sale and purchase of goods and services, and receives remuneration under the brokerage contract.
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Regarding rights and obligations: under Article 153 of the Commercial Law 2005, the right to brokerage remuneration arises from the time the brokered parties have signed a contract with each other, unless otherwise agreed. Under Article 151 of the Commercial Law 2005, the broker has the obligations to safekeep and return samples of goods and documents delivered; not to disclose information harmful to the interests of the brokered party; to be responsible for the legal standing of the brokered parties but not for their solvency; and not to participate in the performance of the contract between the brokered parties, except where authorized.
Must the Commercial Brokerage Business Line Be Added?
Yes. Commercial brokerage is a business activity subject to registration conditions: an enterprise may only conduct registered business lines. Therefore, if the current enterprise registration does not include the commercial brokerage line, the enterprise must complete the procedure of notifying changes and additions to business lines before operating.
Procedures for Notifying Additional Business Lines
Under Article 49 of Decree No. 168/2025/ND-CP (effective from 01/7/2025, replacing Decree No. 01/2021/ND-CP):
1. Dossier: the enterprise sends the notification dossier to the provincial-level business registration authority where the head office is located, including:
- The notice of change of enterprise registration contents;
- The resolution or decision of the company owner (single-member LLC), of the Members’ Council (multi-member LLC, partnership company), or of the General Meeting of Shareholders (joint-stock company) on changing business lines.
2. Processing: within 03 working days from receipt of the dossier, the provincial-level business registration authority reviews the validity of the dossier, reviews market access conditions for business lines with restricted market access for foreign investors under the investment law, and updates the business line information in the National Business Registration Database. Where the enterprise so requests, the provincial-level business registration authority issues a Confirmation of changes to enterprise registration contents.
In Which Cases Is Change Registration Refused?
Under Article 59 of Decree No. 168/2025/ND-CP, the provincial-level business registration authority refuses enterprise registration where the enterprise: has been issued a violation notice in cases subject to revocation of the Enterprise Registration Certificate or has been issued a revocation decision; is in the process of dissolution; is in the legal status of “Not operating at the registered address”; or has a written request from the Court, judgment enforcement agency, or investigation agency not to carry out enterprise registration procedures.
Notes on Brokerage in Specialized Fields
Ordinary commercial brokerage (sale and purchase of goods, supply of services) differs from brokerage in conditional specialized fields such as securities brokerage, insurance brokerage, and real estate brokerage. These specialized fields, in addition to business line registration, must also satisfy additional conditions on practicing certificates and specialized-law licenses. Enterprises need to correctly identify the nature of the intended activity to register fully.
Notes on Applying Current Legal Regulations
Decree No. 01/2021/ND-CP expired on 01/7/2025; procedures for changing business lines now follow Decree No. 168/2025/ND-CP with the provincial-level business registration authority as the focal point (no longer the “Business Registration Division”). This article is presented for reference purposes. Where an accurate determination of the dossier and conditions applicable to your enterprise is needed, please contact an ANT Legal lawyer at 0966.475.966 for verification and advice before proceeding.
Common Risks to Note
- Conducting the brokerage line without adding the registered business line;
- Citing the old procedures under the expired Decree No. 01/2021/ND-CP;
- Confusing ordinary commercial brokerage with conditional specialized brokerage;
- Submitting the dossier when the enterprise is in a case subject to refusal of change registration.
How Can ANT Legal Help?
ANT Legal supports reviewing the current registered business lines, advising on dossiers for notifying additional business lines, and on business conditions for each specific field. For quick advice, please contact our lawyers at 0966.475.966.
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