From 2017, when an enterprise changes its business registration content, it will continue to apply according to the provisions of the 2014 Enterprise Law effective from July 1, 2015.

When changing the business registration content, the Business Registration Certificate only records four (04) contents as follows:

  • Company’s name;
  • Address of the enterprise’s headquarters
  • Charter capital of the enterprise
  • Information of legal representative

 (For LLCs, there is also additional information about company members).

In addition, when the company has a change in business registration regarding the content of the registered business lines, information about founding shareholders of the joint stock company will be issued in parallel with the Business Registration Certificate, which is the Certificate of Business Registration. Confirmation of change in business registration information.

Therefore, normally, after changing business registration, an enterprise will have 2 legal documents related to its operations:

  • Business registration certificate.
  • Confirmation of change in business registration information.


Change registered business lines

When an enterprise wants to amend or supplement its registered business lines, it is required to carry out procedures to change its business registration. In addition, for businesses, if the list of registered occupations on the old Business Registration Certificate has not yet been encoded with level 4 occupation codes, when changing, they must simultaneously re-encode the occupations that were previously granted. This.

Change business name

When an enterprise wants to change the company name, in addition to changing the Business Registration Certificate/Enterprise Registration, the enterprise must also carry out procedures to change the enterprise’s legal seal and reprint it. VAT invoice, notify changes to relevant agencies such as tax, banks, insurance, partners, customers and specialized management agencies or change sublicenses,… (if the business in conditional business fields after business registration).

The difference from July 1, 2015 is that when a business needs to engrave a new legal seal with a new company name, the business has the right to choose the number and form of the seal and even retain the right to retain it. Old seal with old company name. (This is a breakthrough in the provisions of the Enterprise Law 2014). However, businesses also need to note: businesses only have the right to decide on the number and form of seals, but that does not mean that businesses do not need a legal seal during operations. Enterprise seals need to be engraved with uniform content and form.

Currently, enterprises carry out seal engraving and are responsible for announcing the enterprise’s seal sample, then the Department of Planning and Investment issues a Certificate of announcement of the enterprise’s seal sample. Since 2017, the police no longer manage seals and also do not issue seal registration certificates to businesses.

Note: When an enterprise publishes a seal sample on the national business registration portal, it is necessary to retain the Seal Sample Announcement Certificate (replacing the previous Seal Sample Certificate) so that the enterprise can carry out the procedures. At the bank, other units need to present it.

Change the head office of the enterprise

When changing the head office of an enterprise, it should be noted that if changing to a new district, or new province or city, the enterprise must confirm tax obligations at the old headquarters and also incur additional procedures to re-register the legal seal. of business. If in the same district, after changing, the enterprise shall notify the change to relevant agencies and partners to record the new address to unify the use of the address in transaction documents, especially invoices. Tax documents, bank statements, etc. On the other hand, before a business wants to carry out the procedure to move its headquarters to another district, it must carry out the procedure to confirm tax obligations at the current Tax Department branch. After confirming the tax liability of the old tax department, the enterprise begins to carry out procedures at the business registration office.

Note: The company’s headquarters cannot be a dormitory or apartment building.

Changes due to transfer, addition of members and shareholders in the enterprise

When transferring shareholders and at the same time increasing the charter capital of a joint stock company, the enterprise must do it in 2 steps: Transfer shareholders, then increase capital or vice versa.

When a business transfers, it will arise related to personal income tax declaration when transferring capital and the tax payment obligation if there is a profit (especially for joint stock companies, it is determined as a securities transfer, therefore When shareholders transfer shares, they will be charged a transfer income tax of 0.1%, even if the company has not yet made a profit. In addition, for capital contributing shareholders ( not founding shareholders – people). signed on the charter when establishing the business, or still has the name on the business registration), when there is a transfer, there is no need to carry out the procedure to change the business registration at the business registration agency ).

Change the charter capital of the enterprise

According to the Enterprise Law 2014, some new types of businesses can reduce their charter capital. For all types of businesses that can reduce their charter capital, they can only reduce it by a certain percentage. In particular, conditions for capital reduction are based on the 2017 financial report at the time of capital reduction and must ensure full implementation of property rights and obligations up to the time of capital reduction.

When increasing charter capital, businesses should pay attention to capital contribution procedures by bank transfer if the company’s members and shareholders are legal entities. For individuals, it is better if they can make capital contributions via account. Pay special attention to the responsibility of capital contribution owners and license tax rates. In case the increase in charter capital increases the business’s license tax liability, immediately after making the change in business registration within 10 working days from the date of issuance of the replacement Business Registration Certificate. Changing businesses must submit a license tax declaration and pay additional license tax according to the new capital level. In 2017, there was a change in license tax. The lowest license tax rate is 2,000,000 VND/year, applicable if the enterprise registers a charter capital of less than 10 billion VND.

Change the legal representative of the enterprise

Businesses should note that people who have been legal representatives of businesses that have not fulfilled their obligations to tax authorities will not be allowed to continue registering as legal representatives of any other company. other businesses. The 2014 Enterprise Law has abolished the restriction that the position of director and general director of a joint stock company cannot concurrently be the director or general director of other types of enterprises. On the other hand, currently a company can have more than one legal representative.

Add the business location of the enterprise

For enterprises that have additional business addresses in addition to the enterprise’s headquarters address in the same province or city, for each business location, the enterprise will have an obligation to pay license tax for that business location. arise.

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