Procedures for changing the address on the business license in Vietnam

by NguyenThiThuTrang

Business registration office is one of the mandatory information in the business registration certificate, this is related to the implementation procedures and other information for the business. Therefore, the law stipulates that when changing the address of the head office of the enterprise, the enterprise must carry out procedures to change the content of the enterprise registration certificate. What is the procedure for changing the address on the business license in Vietnam? What are the components of the implementation dossier? What is the penalty for not notifying the change of address on the business license? To clarify this issue, Lawyer X would like to introduce the article ” Procedures for changing the address on the business license in Vietnam “. Please read the same reference to answer the question above.

Enterprise Law 2020
Decree 01/2021/ND-CP

What is a business license?

In fact, the term “business license” is a common term that people refer to for many types of certificates, or business registration certificates. However, strictly according to this term, it must be called “Certificate of Business Registration”.

According to the provisions of Clause 15, Article 4 of the Enterprise Law 2020:

“Certificate of enterprise registration is a document in paper or electronic form that records information on business registration that the Business Registration Authority issues to an enterprise.”

It can be seen that an enterprise registration certificate is a certificate of a state public administrative agency, recording some of the most basic information of an enterprise and is the basis for determining the obligation to protect the ownership of the name. State enterprises.

Regarding the content of the business registration certificate, according to Article 28 of the Business Law 2020, it is:

An enterprise registration certificate includes the following principal contents:

  1. Enterprise name and enterprise code;
  2. Address of the head office of the enterprise;
  3. Full name, contact address, nationality, number of legal papers of the individual, for the legal representative of limited liability companies and joint stock companies; for general partners of a partnership company; for business owners of private enterprises. Full name, contact address, nationality, number of legal papers of the individual, for members being an individual; name, enterprise identification number and head office address of the member being an organization, for limited liability companies;
  4. Charter capital for companies, investment capital for private enterprises.”

Business address on business license

As can be seen on the Business License (certificate of business registration), the address of the head office of the business must be written and this is a mandatory content.

According to Article 42 of the Enterprise Law 2020, the head office of an enterprise is located in the Vietnamese territory, is the contact address of the enterprise and is determined according to the boundary of the administrative unit; have phone number, fax number and email (if any).

In fact, the head office of an enterprise has the following basic characteristics:

Recorded in the Business Registration Certificate issued by the business registration authority;
The enterprise’s head office must have a specific address according to administrative boundaries;
The head office is not located in the apartment building. In particular, it is strictly necessary to set up the company’s head office in an apartment building for living purposes (according to Clause 11 Article 6 of the Law on Housing 2014);
The business of the enterprise is not required.

Cases of change of address on business license

According to the Enterprise Law 2020 and Decree No. 01/2021/ND-CP, there will be the following cases of address change on business license:

Change the address of the head office to another place in the same district, city or city under central authority

In case an enterprise moves its head office address to another place within the province or centrally run city where the enterprise has registered. In this case, the tax authority managing the enterprise will not change and will still be managed by the Business Management Office in the district, city or city directly under the central government. Therefore, the change of head office address will still be done at the Business Registration Office where the enterprise has registered.

Change the address of the head office to another district, city or district under central authority

For enterprises wishing to change the company’s address from a different district, city or central city compared to the current enterprise’s head office.

Before registering to change the address of the head office to a district, district, province or centrally run city where the head office is located, leading to the change of the tax authority, the enterprise must carry out procedures with the tax authority. tax authorities related to the relocation in accordance with tax laws. After that, the procedures for changing the business registration of another district will be carried out at the Business Registration Office where the new head office is located. (According to Clause 1, Article 47 of Decree No. 01/2021/ND-CP)

Change of address to another province/city

This case is similar to the case of changing the address to another district in the same province. Tax administration agencies with businesses will change. Therefore, before registering to change the address of the head office to another province or centrally run city where the head office is located, leading to the change of the tax authority, the enterprise must carry out procedures with the tax authority. related to the relocation in accordance with the provisions of tax law. Enterprises send dossiers to the Business Registration Office where they intend to locate their new head office to carry out the procedures for changing the address of the head office.

Procedures for changing the address on the business license in Vietnam

Enterprises are responsible for notifying changes in business registration information within 10 days from the date of change (Clause 2, Article 31 of the Law on Enterprises 2020). Therefore, when changing the address of the head office on the paper,

According to Clause 1, Article 31 of the Enterprise Law 2020 stipulates:

“first. An enterprise must notify the business registration agency when it changes one of the following contents:

a) Line of business;

b) Founding shareholders and shareholders being foreign investors, for joint-stock companies, except for listed companies;

c) Other contents in the enterprise registration dossier.”

Therefore, when changing the contents of the business registration certificate, it is necessary to carry out notification procedures with the Business Registration Authority.

Enterprises wishing to change the head office address on the business registration certificate can refer to the following procedures according to Article 47 of Decree No. 01/2021/ND-CP.

Dossier for change of head office address on business license

According to Point b, Clause 2, Article 47 of Decree No. 01/2021/ND-CP, an application for change of address on a business license includes the following documents:

Notice of change of business registration contents signed by the legal representative of the enterprise.
Resolutions and decisions of the company owner, for single-member limited liability companies; resolution, decision and copy of the meeting minutes of the Members’ Council, for limited liability companies with two or more members, partnerships, of the General Meeting of Shareholders, for joint-stock companies, on the transfer of shares address of the head office of the enterprise.

Order of change of address on business license

According to Article 31 of the Enterprise Law 2020, the procedure for changing the address of an enterprise on a business license is as follows:

Step 1: Within 10 days from the date of change of company address, the enterprise must notify and carry out procedures at the Department of Planning and Investment.

Step 2: Enterprises submit documents according to the above regulations at the Business Registration Office, Department of Planning and Investment where the enterprise is headquartered.

Step 3: The Business Registration Office hands over the receipt, checks the validity of the application and issues the Certificate within 03 working days.

In case the application is not valid, the business registration agency must notify in writing the content that needs to be amended and supplemented to the enterprise. In case of refusal to amend or supplement information according to the contents of the notice of change of enterprise registration, it must notify the enterprise in writing and clearly state the reasons therefor.

Before changing the company’s address, it is necessary to carry out the procedures with the tax authorities related to the change of address in accordance with the tax law in case there is a change in the tax administration agency due to the change of address. change to head office address.

What is the penalty for not registering to change the address of the enterprise’s head office within the prescribed time limit?

Enterprises are responsible for notifying changes in business registration information within 10 days from the date of change (Clause 2, Article 31 of the Enterprise Law 2020). Therefore, when an enterprise changes the address of its head office, it is necessary to notify the change of business registration contents within 10 days from the date of change of address.

According to Article 44 of Decree 122/2021/ND-CP, in case an enterprise violates the time limit for registration to change the contents of the enterprise registration certificate, it will be handled as follows:

  1. A warning for violations of the time limit for registration of changes in contents of the Certificate of Business registration, registration for changes in operation registration contents of branches, representative offices or business locations past the deadline. specified period from 1 day to 10 days.
  2. A fine ranging from VND 3,000,000 to VND 5,000,000 shall be imposed for violations of the time limit for registration of changes in contents of the Certificate of Business registration, registration for changes in operation registration contents of branches or representative offices, business locations beyond the prescribed time limit from 11 days to 30 days.
  3. A fine ranging from VND 5,000,000 to VND 10,000,000 shall be imposed for violations of the time limit for registration of changes in the contents of the Certificate of Business registration, for registration of changes in the contents of the operation registration of the branch or representative offices, business locations beyond the prescribed time limit from 31 days to 90 days.
  4. A fine ranging from VND 10,000,000 to VND 20,000,000 shall be imposed for violations of the time limit for registration of changes in the contents of the Certificate of Business Registration, for registration of changes in the contents of the operation registration of the branch or representative office, business location beyond the prescribed time limit from 91 days or more.
  5. A fine ranging from VND 20,000,000 to VND 30,000,000 shall be imposed for failure to register changes in the contents of the Certificate of Business registration, or to register for changes in the operation registration contents of the branch or representative office. , place of business.
  6. Remedial measures:

a) Forcible registration of changes in the contents of the Certificate of Business registration, registration of changes in the operation registration of branches, representative offices or business locations, for the violations specified in Clause 1 of this Article. , Clause 2, Clause 3 and Clause 4 of this Article in case the change has not been registered as prescribed;

b) Forcible registration of changes in the contents of the Certificate of Business registration, registration of changes in the operation registration of branches, representative offices or business locations, for violations specified in Clause 5 of this Article. This.

Accordingly, it can be seen that depending on the time when the slow change notice is conducted, the enterprise will be subject to a warning or a fine of from VND 3,000,000 to VND 30,000,000 and at the same time will be forced to register for a change of representative. only the head office on the Certificate of Business Registration as prescribed.

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Frequently asked questions

Head office and business registration place are the same?

According to Clause 3, Article 44 of the Enterprise Law 2020, a business location is a place where an enterprise conducts specific business activities.
Accordingly, it can be seen that these two concepts are not identical due to the following reasons:
The business location depends on the head office. The place of business location registration of an enterprise must be based on the place where its head office is located. The enterprise is not allowed to establish a business location outside the province/city where the enterprise’s head office is located.
Regarding the tax regime, the business location does not have its own tax code and must account for it depending on the company.
The head office may not conduct business activities, but the business location is the workplace where specific business activities take place.

Is it okay to authorize someone else to change the address on the business license?

When carrying out the procedures for changing the address on the business registration certificate at a competent state agency, in case the legal representative of the enterprise does not change the business registration by himself, may authorize others. Authorization is the act of assigning another person to use the rights that you have legally obtained on your behalf. The authorized person must have full civil act capacity to perform the authorized work.
In addition, the authorization must be made in writing and comply with the provisions of the Civil Code 2015.
The authorization document must clearly state the information of the authorizing party and the authorized recipient, as well as the scope of the authorized work and the authorization period. In this case, it will be authorized to perform the work, receive notices related to the procedure for changing the business registration content of the enterprise.

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