Enterprise Registration Changes

Enterprise registration changes: who is this service for?

• Companies increasing or decreasing charter capital, issuing additional shares, or buying back shares.
• Companies changing their name or head office (within the province or to another province).
• Companies adding or removing business lines, especially conditional business lines.
• Companies changing their legal representative, LLC members, or JSC shareholders.
• FDI companies needing to synchronize changes between the Enterprise Registration Certificate (ERC) and the Investment Registration Certificate (IRC).
• Companies not yet updating beneficial owner information under the new rules effective 01/7/2025.

Common legal issues clients face

The most common mistake is not distinguishing “change registration” from “change notification.” These apply to different content groups but share the 10-day deadline from the change date — and both attract administrative penalties if late or missed.

For FDI companies, the costliest error is changing only the Enterprise Registration Certificate while forgetting to adjust the Investment Registration Certificate. When charter capital, project address, objectives, or investor structure change, the IRC information no longer matches reality — affecting tax filings, profit repatriation, and the validity of related licenses.

Moving the head office to another province is a procedure many companies underestimate: beyond change registration at the Business Registration Authority, companies usually need to finalize tax obligations with the departing locality’s tax authority before completing procedures at the destination. Skipping this step can stall the dossier for weeks.

From 01/7/2025, Law No. 76/2025/QH15 added the obligation to declare beneficial owner information — and this declaration is made simultaneously when the company carries out enterprise registration change procedures. Many companies doing changes in 2025–2026 are unaware of this new obligation.

When is change registration required, and when is only notification needed?

The law distinguishes two procedure groups. Identifying the right group upfront helps companies prepare the right dossier and avoid returns.

• Registration of changes to Enterprise Registration Certificate content: applies when changing items shown on the certificate — company name, head office address, charter capital, legal representative information, LLC members, founding shareholders, and equivalents. The result is a new Enterprise Registration Certificate.
• Notification of enterprise registration content changes (Article 31 of the 2020 Enterprise Law, as amended by Law No. 76/2025/QH15): applies when changing business lines; founding shareholders and shareholders who are foreign investors for JSCs (except listed companies and UPCoM-registered companies); beneficial owner information (new from 01/7/2025, except listed and UPCoM-registered companies); and other dossier content. The result is updated information in the National Enterprise Registration Database.

Both procedures must be done within 10 days from the change date. For changes under effective court judgments, decisions, or arbitral awards, separate sequences apply — companies should consult counsel to determine the right sequence per case.

Common change types and corresponding dossiers

Dossier forms follow current regulations at filing time (currently the form system issued with Circular 68/2025/TT-BTC). Specific components may vary by company type and case — contact FLAT LAW FIRM for a pre-filing dossier review.

What FLAT LAW FIRM does

• Determining the right procedure type: change registration or change notification, avoiding wrong filings and dossier returns.
• Reviewing preconditions: non-duplicate/non-confusing names, conditional business lines, market access conditions for foreign investors.
• Drafting full dossiers: change notifications, decisions, meeting minutes, capital transfer contracts, and accompanying documents per current forms.
• Representing filing and tracking: filing online via the National Enterprise Registration Portal or in person at the Business Registration Authority, handling amendment/supplement requests until the result.
• Synchronizing related obligations: updating seals, invoices, bank accounts, notifying tax authorities, social insurance, and counterparties — see Ongoing Legal Advisory.
• For FDI companies: simultaneously assessing IRC adjustment obligations and capital contribution/share purchase registration when investors change — see M&A and Corporate Restructuring.

Implementation process

1. Receiving change information: identifying the change content, company type, foreign elements, and the change date to calculate the 10-day deadline.
2. Classifying the procedure and reviewing risks: change registration or change notification; for FDI, additionally assessing IRC adjustment and related sub-license obligations.
3. Drafting dossiers: preparing notifications, decisions, meeting minutes, and accompanying documents per current forms; the company signs and seals.
4. Filing: online via the National Enterprise Registration Portal using an electronic identification account, or in person at the provincial Business Registration Authority (under the Department of Finance) where the company is headquartered.
5. Tracking and handling: receiving results or handling the Authority’s amendment/supplement requests; receiving the new Enterprise Registration Certificate or information update confirmation.
6. Completing post-change obligations: handing over a checklist of follow-up items — updating tax, bank, and counterparty information; for FDI, completing IRC adjustment (if any).

Documents clients should prepare

• Current Enterprise Registration Certificate (copy).
• Current company charter.
• Owner/Members’ Council/General Meeting of Shareholders decisions and meeting minutes on the change.
• Personal legal documents of the new legal representative, new members/shareholders (ID card/passport).
• Capital/share transfer contracts (if changing members/shareholders).
• New location documents: head office lease, house/land papers (if moving address).
• Investment Registration Certificate (IRC) — mandatory for FDI companies to assess simultaneous adjustment obligations.
• Power of attorney for FLAT LAW FIRM to carry out procedures (we will draft the template).

Expected time and cost

Processing time for a valid dossier at the Business Registration Authority is usually 03 working days from receipt of a complete, valid dossier. Actual time depends on dossier completeness, amendment needs, and locality. For inter-provincial moves or FDI companies needing simultaneous IRC adjustment, total time is longer due to coordination with tax and investment registration authorities.

On fees: enterprise registration fees are set by provincial People’s Councils; many localities waive fees for online filings. FLAT LAW FIRM’s service fees are quoted specifically after scoping — please contact us for a quote.

Notes for FDI companies

• ERC–IRC synchronization: when changing charter capital (project implementation capital), project address, project objectives/scale, investors, or capital structure, companies usually must simultaneously adjust the Investment Registration Certificate under the 2025 Investment Law (effective 01/3/2026, replacing the 2020 Investment Law). The sequence of the two procedures depends on the specific change — counsel will design a suitable roadmap per file.
• Foreign investor changes: when foreign investors contribute additional capital, buy shares, or receive transferred capital portions, consider capital contribution/share purchase/capital portion registration procedures and market access conditions applicable at the time.
• Beneficial owners: from 01/7/2025, beneficial owner information is notifiable content in change registration — FDI companies with multi-tier ownership structures should prepare this early.
• Sub-licenses: adding conditional business lines (distribution, education, healthcare, logistics, etc.) may trigger specialized license applications after change registration — see Business Licenses and Conditional Business Lines.

See also FDI Company Formation in Vietnam and Enterprise Registration (ERC).

Risks of late or missing change registration

• Administrative penalties under Article 44 of Decree 122/2021/NĐ-CP (as amended by Decree 288/2026/NĐ-CP, effective 21/7/2026): warning if 01–10 days late; fines of VND 10–20 million if 11–30 days late; VND 30–40 million if 31–90 days late; VND 50–60 million if 91 days or more late; VND 30–70 million for no registration/notification — plus remediation forcing completion of the missing procedure.
• Contracts and transactions signed after the change date may face disputes over the authority of the old/new legal representative, especially when the legal representative change is unregistered.
• For FDI: IRC information not matching reality can cause obstacles in tax filings, profit repatriation, and work permit applications for foreigners; not adjusting the IRC when changed can also attract separate administrative penalties in the investment field.
• Tax obligations: moving the head office to another province without coordinating tax finalization can get the tax code suspended, affecting invoicing and banking transactions.

Legal updates through September 2026

Decree 168/2025/NĐ-CP on enterprise registration, effective 01/7/2025, replaces Decree 01/2021/NĐ-CP and Decree 122/2020/NĐ-CP. Notable new points: online enterprise registration using electronic identification accounts (replacing the old business registration accounts); electronic dossiers having the same legal value as paper.

Law No. 76/2025/QH15 amending the 2020 Enterprise Law, effective 01/7/2025. Beyond adding beneficial owner declaration obligations in change registration (clause 13, Article 1 amending Article 31), the Law also amends rules on charter capital reduction for JSCs and private bond issuance.

The 2025 Investment Law (No. 143/2025/QH15), effective 01/3/2026, replaces the 2020 Investment Law. FDI companies carrying out investment project adjustments from this time apply the 2025 Investment Law; Decree 96/2026/NĐ-CP guiding the 2025 Investment Law has been issued, effective 31/3/2026, replacing Decree 31/2021/NĐ-CP.

Business Registration Authority: from 01/7/2025, the provincial Business Registration Authority sits under the Department of Finance (Article 20 of Decree 168/2025/NĐ-CP), replacing the Business Registration Office under the former Department of Planning and Investment.

Full texts of the above instruments can be found at the Government’s legal normative documents system. Page content should be cross-checked against the instruments in force at the time of the procedure.

Why choose FLAT LAW FIRM?

Enterprise registration change is a “small but easy-to-get-wrong” procedure: wrong procedure type, one missing document, or a missed IRC adjustment can cost companies weeks and penalties. FLAT LAW FIRM handles these as part of ongoing corporate legal services — we don’t just file; we review all related obligations (tax, IRC, sub-licenses, beneficial owners) so companies don’t come back fixing mistakes. Our team works in Vietnamese, Chinese, and English, suited to FDI companies coordinating between foreign investors and Vietnamese authorities. See Corporate Legal and Ongoing Legal Advisory for FDI Companies.

Frequently Asked Questions

Useful links

You should talk to a lawyer if:

• Your company is about to increase/reduce capital, change its name, move its head office, or change its legal representative and needs the right procedure type.
• The 10-day deadline has passed without registration/notification — penalty assessment and remediation are needed.
• An FDI company changes capital, project address, investors, or capital structure — needing a synchronized ERC–IRC roadmap.
• New foreign investors contribute capital, buy shares, or receive transferred capital portions — capital contribution registration and market access conditions need review.
• Moving the head office to another province with unclear tax coordination sequence.
• A company with a multi-tier ownership structure needs to declare beneficial owner information under the new rules.