Procedures and document for registration of additions and changes to lines of business Step 1: An enterprise must notify Business Registration Division (form) of a decision to expand or change lines of business within 10 (ten) working days of the decision; If new lines of business have legal capital requirements, there must be written confirmation of the legal capital from the authorized body - If the additional lines of business require a practicing certificate, there must be a copy of the practicing certificate of the Director (General Director) and other managerial personnel of the enterprise as stipulated in Article 4.13 of the Enterprise Law; - The notice must be accompanied by a written decision and a copy of minutes of a meeting of the Members’ Council in the case of a limited liability company with two or more members, of the General Meeting of shareholders in the case of a joint stock company, and of the partners in the case of a partnership; a decision of the company owner in the case of an one member limited liability company or a decision of the owner of a private enterprise on the addition or change to lines of business. The decision and minutes of the meeting must specify any amendments to the company Charter Step 2: Upon receipt of the notice, the Business Registration Office shall issue a receipt and register the amendment or addition to the lines of business within 7 (seven) working days from the date of receipt of a complete and valid application file. Once the enterprise has received its new Business Registration Certificate, it must return the original of its former Business Registration Certificate. Procedures and document for registration of changes of enterprise head office Changing headquarter address to other place in the Province: Step 1: An enterprise must notify Business Registration Division (form) of a decision to expand or change lines of business within 10 (ten) working days of the decision. Attached with the notice are the following documents: - The notice must be accompanied by a written decision and a copy of the minutes of a meeting of the Members’ Council in the case of a limited liability company with two or more members, of the General Meeting of shareholders in the case of a joint stock company, and of the partners in the case of a partnership; a decision of the company owner in the case of an one member limited liability company or a decision of the owner of a private enterprise on the change of address of head office. The decision and minutes of meeting must specify the amended items in the company’s Charter. Step 2:  Upon receipt of the notice, the Business Registration Division will issue a receipt and register the change of address within seven working days of the receipt of a complete and proper document. Step 3:  Once the enterprise has received its new Business Registration Certificate, it must return the original former Business Registration Certificate. Moving headquarter to other provinces or cities: Step 1: The enterprise shall send notice to the Business Registration Division of the locality in which it proposes to locate its new office (form)  within 10 (ten) working days of the date of the decision to move the head office. Attached with the notice are documents as follows: - The notice must be accompanied by a copy of the amended charter of the company (form) and a list of members (form) in the case of a limited liability company with two or more members, a list of authorized representatives in the case of a one member limited liability company if the management structure is organized pursuant to the provisions in Article 67.3 of the Enterprise Law, a list of founding shareholders in the case of a joint stock company, and a list of partners in the case of a partnership. The notice must also be accompanied by a written decision and a copy of the minutes of Members’ Council meeting in the case of a limited liability company with two or more members, of the General Meeting of shareholders in the case of a joint stock company, and of the partners in the case of a partnership, a decision of the company owner in the case of an one member limited liability company or a decision of the owner of a private enterprise. Step 2: Upon receipt of the notice, the Business Registration Division will issue a receipt, register the new location of the head office and re-issue a Business Registration Certificate within 7 (seven) working days of a complete and proper file as long as the name of the enterprise is consistent with the provisions on naming enterprises.. Step 3: Once the enterprise has received its new Business Registration Certificate, it must return the original of its former Business Registration Certificate to Business Registration Division 1.1.2                Procedure and document for business name changing registration Step 1: Within ten working days from the date of the decision to change the enterprise name the enterprise will notify the Business Registration Division (form). The notice must be accompanied by - A documented decision (form) to change the company name and a copy of the minutes of the Members’ Council meeting (form) in the case of a limited liability company with two or more members, of the General Meeting of shareholders in the case of a joint stock company, of the partners in the case of a partnership, a decision of the company owner in the case of a one member limited liability company or a decision of the owner of a private enterprise. - The decision and minutes of the meeting must specify any amendments to the company charter. Step 2:  Upon receipt of the notice, the Business Registration Division will issue a receipt and register the new location of the head office and re-issue a Business Registration Certificate within 7 (seven) working days of a complete and proper document as long as the name of the enterprise is consistent with the provisions on naming enterprises. Step 3:  Once the enterprise has received its new Business Registration Certificate, it must return the former original Business Registration Certificate to Business Registration Division. Step 4:  A change to the name of an enterprise shall not affect the enterprise’s rights and obligations Procedures and document for registration of collective name member The registration of changes of collective name member a partnership is accepted if a new member is admitted or an existing partner’s status as a member is terminated, as stipulated in clause 1, 2 and 3 of Article 138 of the Enterprise Law. Step 1:  Within 10 (ten) working days from the date of the decision to change the collective name member, a notice of changing collective name member (form) signed by all collective name members or their authorized representatives (except the ones whose membership is terminated) shall be sent to the Business Registration Division.   Step 2:  Upon receipt of the notice, the Business Registration Division will issue a receipt and register changes to the collective name member within 7 (seven) working days of the date of the receipt of a complete and proper document. Step 3:  Once the enterprise has received its new Business Registration Certificate, it must return the original of its former Business Registration Certificate 1.1.3                Procedures and file for registration to change legal representative of a limited liability company or a joint stock company Step 1:  In case of changing the legal representative of a limited company or joint stock company, the company shall send notice (form) to Business Registration Division within 10 (ten) working days of the date of the decision. The notice must be accompanied by: - A documented decision (form) to change the legal representative and a copy of the minutes of a Members’ Council meeting if a limited liability company with two or more members, a General Meeting of shareholders if a joint stock company or the decision to change the legal representative of the company owner if a one member limited liability company. - The decision and minutes of a meeting of the Members’ Council or of the General Meeting of shareholders or the decision of the company owner must specify any amendments to the company Charter Step 2:  Upon receipt of the notice, the Business Registration Division issues a receipt and register the change of legal representative within 7 (seven) working days from the receipt of a completed and proper file. Step 3:  Once the enterprise has received its new Business Registration Certificate, it must return the former original Business Registration Certificate Note: In case the Chairman of the Members’ Council, President of the company or Chairman of the Board of Management runs away, is detained, suffers mental illness or for some other reason is incapable of making a sane and rational decision or refuses to sign the notice of the company, the notice is required to have the full names and signatures of all members of the Members’ Council, owners of the company or members of the Board of Management who voted unanimously to change the legal representative of the company 1.1.4                Procedures and file for registration to change registered capital of owner of a private business Step 1:  In case of changing the investment capital of owner of a private company, the company shall send notice (form) to Business Registration Division within 10 (ten) working days of the date of the decision to increase or decrease the registered capital. Step 2:  Upon receipt of the notice, the Business Registration Division issues a receipt and register the change of investment capital within 7 (seven) working days from the receipt of a completed and proper file. Step 3: When receiving new Business Registration Certificate, the company gives back the original version of old Business Registration Certificate. 1.1.5                Procedures and file for registration to change chartered capital of a company Step 1: Within 7 (seven) working days from the date of the decision to change the charter capital or the capital contribution ratio, a company shall send notice (form) to Business Registration Division. The notice must be accompanied by: - A documented decision to change the charter capital of the company and a copy of the minutes of the Members’ Council meeting if a limited liability company with two or more members, of the General Meeting of shareholders in the case of a joint stock company or the decision to change of charter capital of the company owner if a one member limited liability company. - The decision and minutes of the meeting of the Members’ Council or of the General Meeting of shareholders or the decision of the company owner must specify any amendments to the company charter. - In case a decrease in charter capital the company must include an undertaking to make full payment of debts and other obligations and include financial statements of the company for the period prior to the date of the decision to decrease charter capital. If a joint stock company in which foreign ownership is over fifty per cent, the financial statements must be certified by an independent auditor. Step 2:  Upon receipt of the notice, the Business Registration Division issues a receipt and registers the change to charter capital of the company within 10 (ten) working days from the date of receipt of a complete and accurate application file Step 3:  Once the enterprise has received its new Business Registration Certificate, it must return the former original Business Registration Certificate Chú ý - One member limited liability companies are not permitted to register decreases in charter capital. - Enterprises engaged in business activities with legal capital requirements may only register decreases in charter capital if the registered capital does not fall below the permitted level of legal capital. 1.1.6                Procedures and file for registration to change founding member of a joint stock company In case a founding member does not pay enough for the registered share as regulated in Clause 3, Article 84 of Business Law: Step 1: Within 10 (ten) working days from the date of the decision to change the founding member, a company shall send notice (form) to Business Registration Division. The notice must be accompanied by:   - A written decision and a copy of the minutes of the Members’ Council meeting in which the decision to change the founding members was made as they fail to pay for registered share; - An updated list of members. - The decision and minutes of the meeting of the Members’ Council must specify any amendments to the company charter.   Step 2: Upon receipt of the notice, the Business Registration Division issues a receipt and registers the change within 7 (seven) working days from the date of receipt of a complete and proper file. Step 3: When receiving new Business Registration Certificate, the company gives back the original version of old Business Registration Certificate.   In case founding members sell their popular share for other founding members or those who are not founding members as regulated at Clause 5, Article 84 of Business Law: Step 1: Within 10 (ten) working days from the date of the decision to change the founding member, a company shall send notice (form) to Business Registration Division. The notice must be accompanied by:  - A written decision and a copy of the minutes of the Members’ Council meeting in which the decision to change the founding members was made as they fail to pay for registered share; - An updated list of members. - The decision and minutes of the meeting of the Members’ Council must specify any amendments to the company charter.   Step 2: Upon receipt of the notice, the Business Registration Division issues a receipt and registers the change within 7 (seven) working days from the date of receipt of a complete and proper file. Step 3: When receiving new Business Registration Certificate, the company gives back the original version of old Business Registration Certificate. 1.1.7                Procedures and file for registration to change members of a limited liability company with two or more members Registration of a change to the members of a limited liability company with two or more members in case the company admits a new member Step 1: The company sends notice (form) to Business Registration Division within 10 (ten) working days of the date of the decision to change the founding shareholders. The notice must be accompanied by: - A documented decision and a copy of the minutes of the Members’ Council meeting in which the decision to admit a new member was made and documents confirming the capital contribution of the new member to the company. The decision and minutes of meeting of the Members’ Council must specify any amendments to the company charter. - If the member is a foreign organization, a copy of the license for establishment or Business Registration Certificate or a document with equivalent validity. - If the member is a foreign individual residing in Vietnam, a copy of the permanent residence card issued by a competent Vietnamese body and a passport. If the member is a foreign individual who is a non-resident of Vietnam, a copy of his or her passport.   Step 2: Upon receipt of the notice, the Business Registration Division issues a receipt and registers the change to the charter capital of the company within 7 (seven) working days from the date of receipt of a complete and accurate file Step 3:  Once the enterprise has received its new Business Registration Certificate, it must return the former original Business Registration Certificate Registration of changes to members of a limited liability company with two or more members if the changes result from the assignment of capital: Step 1: The company sends notice (form) to Business Registration Division within 10 (ten) working days of the date of a decision to change the founding shareholders.  The notice must be accompanied by:   - An assignment contract and documents proving the completion of the assignment as certified by the company. Step 2: Upon receipt of the notice, the Business Registration Division issues a receipt and registers the change within 7 (seven) working days from the date of receipt of a complete and proper file Step 3:  Once the enterprise has received its new Business Registration Certificate, it must return the former original Business Registration Certificate. Registration to change members of a limited liability company with two or more members as a result of inheritance: Step 1: The company sends notice (form) to Business Registration Division within 10 (ten) working days of the date of a decision to change the founding shareholders. Step 2: Upon receipt of the notice, the Business Registration Division issues a receipt and registers the change within 7 (seven) working days from the date of receipt of a complete and proper file Step 3:  Once the enterprise has received its new Business Registration Certificate, it must return the former original Business Registration Certificate Registration to change members of a limited liability company with two or more members in the event of a member failing to contribute capital as stipulated in Article 39.3 of the Enterprise Law. Step 1:     The company sends notice (form) to Business Registration Division within 10 (ten) working days of the date of a decision to change the founding shareholders.  The notice must be accompanied by: - The notice must be accompanied by a written decision and a copy of the minutes of the Members’ Council meeting in which the decision to change the members was made and an updated list of members. - The decision and minutes of the meeting of the Members’ Council must specify any amendments to the company charter.   Step 2: Upon receipt of the notice, the Business Registration Division issues a receipt and registers the change within 7 (seven) working days from the date of receipt of a complete and proper file Step 3:  Once the enterprise has received its new Business Registration Certificate, it must return the former original Business Registration Certificate 1.1.8                Procedures and file for registration of changes registered contents pursuant to a court decision An enterprise must register changes in business or operation registration pursuant to the decision of a court. In addition to the documents required for each, the registration file contains a copy of the verdict or decision of the court 1.1.9                Procedures for registration of changes to an enterprise’s branch, representative office and business premise Step 1:  In case of change to an enterprise’s branch, representative office and business premise which are already registered, the enterprise sends notice (form) to the Business Registration Division change the Operation Registration Certificate. Step 2:  If the branch or representative office is located outside the city or province under central authority in which the enterprise has its head office, the notice must be accompanied by a copy of the valid Business Registration Certificate. Step 3:  In case of a change to the name, branch address or representative office the enterprise sends notice to Business Registration Division in which the enterprise has its head office, and a copy of the Operation Registration Certificate of the branch and representative office in order to change the Operation Registration Certificate Chú ý If the branch or representative office is located outside the city or province under central authority in which the enterprise has its head office or the enterprise was established following a division, separation, consolidation, conversion or merger, the enterprise shall send notice to Business Registration Division in which enterprise has its branch or representative office in order to change the contents of operation registration. 1.1.10            Costs for change of registered contents No Procedure Administrative cost (VND) Other costs (VND) 1 Business registration certificate 20,000   2 Stamp and Stamp sample registration certificate  20,000 ( Stamp carving license ) 150.000 – 250.000 ( stamp carving) 3 Tax registration Free