This topic’s title says “10 working days” — and that is an error needing immediate correction, because it makes enterprises think they have more time than they actually do: under Article 30 of the Law on Enterprises 59/2020/QH14, the deadline for registering changes to enterprise registration contents is 10 days from the change date — 10 calendar days, including weekends — not 10 working days. This article states the correct deadline and its computation, who bears the registration duty, the consequences of missing it, and the seller’s responsibilities after registration completes.
1. The correct deadline: 10 calendar days from the change date
Article 30 of the Law on Enterprises 2020 requires an enterprise to register changes to its Enterprise Registration Certificate contents within 10 days from the change date. A member change due to a capital contribution transfer is such a registrable content. Three computation points must be held firmly: first, the deadline’s unit is “days” — under general civil time computation, these are consecutive calendar days; if the tenth day falls on a rest day or holiday it rolls to the next working day under the general time computation principle, but an enterprise should not design its schedule around that roll — in practice 10 calendar days is considerably shorter than the “10 working days” (equivalent to two weeks) feeling the erroneous title suggests. Second, the start point is “the change date” — in a transfer deal, this is the date the transfer completes and membership changes per the transaction documents (usually the closing date under the agreement, when the transferee becomes a member), not the principle agreement signing date or the negotiation start. Third, the authority’s processing time is an entirely different number: a valid file earns the new Enterprise Registration Certificate within 03 working days under Decree 168/2025/ND-CP — “03 working days” is the state authority’s deadline, while “10 days” is the enterprise’s filing deadline; mixing these two numbers is the origin of the “10 working days” error.
2. Who must register: the enterprise, not the seller or the buyer
The member change registration duty belongs to the enterprise — the entity holding the Enterprise Registration Certificate — performed through its legal representative or a duly authorised person of the enterprise. The seller (exiting member) and the buyer (new member) are parties to the transfer agreement, not the registering subject: they owe cooperation duties in providing documents for the enterprise (the transfer agreement, personal/organisational documents, capital representative appointment letters) and usually agree in the agreement that the enterprise completes registration within the statutory deadline, with consequences allocated if delay is one side’s fault. The key operational point: because the enterprise is the registrant, the registration timetable must be locked right into the transfer agreement’s closing provisions — the deal should be designed so that the “change date” and the filing date nearly coincide, with the registration file pre-drafted before closing day. In practice, the most common lateness does not come from deliberate delay but from the parties considering the deal “done” when the money moved, then starting to draft the registration file — by which time the 10-day clock is half run. For a foreign-invested enterprise, the member change registration at the business registration authority must also travel with the investor information amendment on the Investment Registration Certificate — two procedures at different authorities, one clock.
3. Missing the deadline: sanctions and consequences beyond fines
Failure or lateness in registering enterprise registration content changes falls under administrative sanctions in the enterprise registration field under Decree 122/2021/ND-CP — the specific amount depends on the act (non-registration or late registration, and how late) and the rules at the handling time, accompanied by a requirement to perform the registration properly. But the fine is rarely the largest damage of lateness. Three operational consequences are usually heavier: first, the information gap — while unregistered, the Enterprise Registration Certificate still records the old member while the internal member register already records the new one; every transaction requiring the ERC (account opening, borrowing, bidding, major contracts) exposes this inconsistency and may be suspended by counterparties/banks for verification. Second, for an FDI enterprise, divergence between the ERC and the Investment Registration Certificate makes the ICA bank and the investment registration authority cross-check when money moves — subsequent capital transactions are delayed accordingly. Third, internal dispute risk: a new member unrecorded in state files for a long time is in a weaker position in a membership dispute, and the on-paper old member is still treated by third parties as the related responsible person. The remedy upon discovering lateness: file immediately with an explanation, never waiting for an “inspection round” — voluntarily remedied violations are always lighter than discovered ones, and every additional late day widens the information gap.
4. After registration, what responsibilities does the seller still bear?
When the change registration completes and the member register is updated, the seller’s membership ends: no more voting rights, no right to profits arising after the change, and no further capital contribution duty in the capacity of member. But “membership ended” does not erase responsibilities attached to the past and to the agreement: the capital transfer tax of the very exit transaction remains the seller’s duty (declared/withheld per their category) even after registration; an unfulfilled contribution duty — if the seller had not fully contributed their committed capital at the transfer time, responsibility for the uncontributed portion is handled per the transfer agreement and contribution rules (the transferee may succeed to the remaining contribution duty by agreement, but the seller is not automatically clean toward creditors if the transfer harmed the company’s payment capacity); covenants in the transfer agreement — warranties on the capital’s status, indemnities, confidentiality, non-compete (if any) — live for the agreement’s terms, independent of registration; and responsibility for the membership/management period — management acts and decisions the seller joined while a member/manager still bear the corresponding liability regime if they caused damage. Conversely, the buyer — from the moment of being recorded — carries a member’s full rights and duties at the new ratio, including the duty to fully contribute the acquired capital on the charter schedule if that capital was not yet fully contributed. The practical conclusion: member change registration is a status dividing line, not a liability eraser — both sides should let the agreement’s post-deal liability clause say so expressly, rather than expecting a “registration done means all done” effect.
After selling capital, within how long must the member change be registered?
Within 10 days from the change date under Article 30 of the Law on Enterprises 59/2020/QH14 — note these are 10 calendar days, not “10 working days” as commonly misunderstood (and as this topic’s title states). The start point is the date the completed transfer changes membership. The 03-working-day figure is the Business Registration Office’s processing time for a valid file under Decree 168/2025/ND-CP — two different deadlines, not to be conflated.
If registration is not done within 10 days, what is the fine?
Failure/late registration of enterprise registration content changes falls under administrative sanctions on enterprise registration under Decree 122/2021/ND-CP, with the amount depending on the act and the lateness at the handling time, plus a requirement to perform the procedure properly. The real damage is usually larger than the fine: an ERC still recording the old member creates information divergence with the member register and (for FDI) with the IRC, leaving banks, counterparties and subsequent capital transactions suspended for reconciliation. Upon discovering lateness, file immediately with an explanation.
Who must perform the registration — the seller or the buyer?
The enterprise — the entity holding the Enterprise Registration Certificate — through its legal representative or an authorised person of the enterprise. The seller and buyer are not the registering subject; they owe document cooperation duties and usually agree in the transfer agreement that the enterprise completes registration within the statutory deadline. The registration timetable should therefore be locked into the agreement’s closing provisions, with the file pre-drafted before closing day.
Once registration is complete, does the seller still bear any responsibility toward the company?
Membership ends (no voting rights, no right to post-change profits), but attached responsibilities remain: the exit transaction’s capital transfer tax is still the seller’s; an unfulfilled contribution duty at the transfer time is handled per the agreement and contribution rules, not automatically clean toward creditors; warranty/indemnity/confidentiality covenants in the transfer agreement live for its terms; and liability for management acts during the membership/management period still applies if damage was caused.
