Company Name Change

Steps: Choose a new name: Ensure the new name complies with Vietnamese law and is not already in use by other companies. Hold a shareholders/board meeting to pass a resolution for the name change. Amend the company charter to reflect the new company name. Prepare application documents:

• Company announcement
• Copy of shareholders/board resolution
• Amended company charter
• Copy of current business license

Submit the application to the Business Registration Office. Pay relevant fees. Collect the new business license (usually takes 3-5 working days). Update other relevant registrations:

• Tax registration
• Bank account information
• Company seal
• Various permits and licenses

Note: The new name should avoid similarity or confusion with existing company names. Some industries may require additional procedures.

Registered Address Change

Steps: Find a new office location that meets company operational needs and legal requirements. Prepare documents related to the new address:

• Lease contract or property ownership.
• Proof of right to use the new address.

Hold a shareholders/board meeting to pass a resolution for the address change. Amend the company charter with the new address information. Prepare application documents:

• Address change notification
• Copy of shareholders/board resolution
• Amended company charter
• Documents related to the new address
• Copy of current business license

Submit the application to the Business Registration Office. Pay relevant fees. Obtain the updated business license. Notify relevant parties:

• Customers and suppliers
• Tax authorities
• Banks
• Social insurance institutions

Note: The new address must be within Vietnam. Some special industries may have specific requirements for registered addresses.

Legal Representative Change

Steps: Select a new legal representative who meets relevant legal requirements. Hold a shareholders/board meeting to pass a resolution for changing the legal representative. Prepare application documents:

• Legal representative change application form.
• Copy of shareholders/board resolution.
• Identification documents of the new representative.
• Copy of current business license.

Submit the application to the Business Registration Office. Pay relevant fees. Obtain the updated business license. Update the company seal (if it includes the legal representative’s name). Notify relevant institutions:

• Social insurance institutions
• Banks
• Tax authorities

Note: The new legal representative must meet conditions stipulated by Vietnamese law. Some industries may have special requirements for legal representatives.

Business Scope Change

Steps: Determine the new business scope, considering Vietnam Standard Industrial Classification (VSIC) codes. Hold a shareholders/board meeting to pass a resolution for changing the business scope. Amend the company charter to reflect the new business scope. Prepare application documents:

• Business scope change form
• Copy of shareholders/board resolution
• Amended company charter
• Copy of current business license

Submit the application to the Business Registration Office. Pay relevant fees. Obtain the new business license. Apply for relevant industry licenses or qualifications if required.

Note: Foreign-invested enterprises may face more restrictions and should consult relevant authorities. Some business activities may require special permits or qualifications.

Registered Capital Change

1.Capital Increase Steps:

Hold a shareholders/board meeting to pass a resolution for capital increase. Amend the company charter to reflect the new registered capital. Prepare application documents:

• Registered capital change form.
• Copy of shareholders/board resolution.
• Amended company charter.
• Proof of capital increase (e.g., bank deposit certificate).
• Copy of current business license.

Submit the application to the Business Registration Office. Pay relevant fees. Obtain the updated business license. Update tax registration information.

2.Capital Decrease:

Hold a shareholders/board meeting to pass a resolution for capital decrease. Notify creditors (at least 45 days in advance). Amend the company charter to reflect the new registered capital. Prepare and submit the same application documents as for capital increase, plus:

• Proof of creditor notification
• Financial statements

Follow the same subsequent steps as for capital increase. Capital decrease may face stricter scrutiny. Some industries may have minimum registered capital requirements.

Shareholder/Ownership Structure Change

Steps: Prepare share transfer agreement. Hold a shareholders’ meeting to pass a resolution for share transfer. Update the shareholder register. Amend the company charter (if necessary). Prepare documents:

• Shareholder/ownership structure change application form.
• Copy of business license.
• Share transfer agreement.
• Updated shareholder register.
• Amended company charter (if applicable).
• Copy of current business license.

Submit the application to the Business Registration Office. Pay relevant fees. Obtain the new business license. Update investment registration certificate if foreign investors are involved.

Note: Changes involving foreign investors may require additional investment registration certificates. Some industries may have restrictions on foreign ownership percentages.

Company Type Change

1.Changes between Limited Liability Companies

• Single-member LLC to multi-member LLC: Introduce new members, ensuring the total number doesn’t exceed 50. Draft a members’ agreement. Redraft the company charter. Adjust company management structure, establish members’ council.

• Multi-member LLC to single-member LLC: Adjust management structure, dissolve members’ council, establish company owner. One member acquires all shares from other members. Amend the company charter.

2. LLC to Joint Stock Company

• Preparation phase: Establish transformation steering committee. Evaluate company assets. Develop transformation plan. Hold employees’ representative meeting to discuss labor-related issues.

• Implementation phase: Members’ council passes resolution. Draft new company charter. Convert members’ capital to shares. Conduct share issuance if necessary. Elect board of directors and supervisory board.

• Completion phase: Obtain new business license. Hold first shareholders’ meeting. Apply for change with business registration authority.

3. Joint Stock Company to LLC

• Preparation work: Shareholders’ meeting passes transformation resolution. Develop transformation plan. Evaluate company assets.

• Implementation process: Convert shares to capital. Adjust shareholder structure, ensure number of shareholders meets requirements. Amend company charter. Adjust management structure, dissolve board of directors and supervisory board (if changing to single-member LLC).

• Completion process: Obtain new business license. Apply for change with business registration authority.

4.Private Enterprise to LLC

• Preparation phase: Analyze enterprise assets. Develop transformation plan. Determine shareholder structure.

• Implementation phase: Draft company charter. Transfer owner’s personal assets to company assets. Establish company management structure.

• Completion process: Obtain new business license. Apply for change with business registration authority.

5.Partnership to LLC or Joint Stock Company

• Preparation work: Partners’ meeting passes transformation resolution. Analyze enterprise assets. Develop transformation plan.

• Implementation process: Convert partners’ contributions to company shares/capital. Draft new company charter. Establish new company management structure.

• Completion process: Obtain new business license. Apply for change with business registration authority.

6.State-owned Enterprise to LLC or Joint Stock Company

• Preparation phase: Establish steering committee. Comprehensively evaluate enterprise assets and securities. Develop detailed transformation plan. Obtain approval from relevant government departments.

• Implementation phase: Determine capital/share allocation plan. Address historical issues (e.g., employee placement, debt handling). Draft new company charter. Establish new corporate governance structure.

• Completion phase: Complete property rights registration. Apply for change with business registration authority. Obtain new business license.

Note: All changes require detailed financial reports and audit reports. Some changes may require re-evaluation of company assets. Pay special attention to creditor rights protection during the change process. Foreign-invested enterprises may need additional approval procedures. Companies in certain industries (e.g., finance, insurance) may need approval from industry regulators for changes. After changes, update all relevant registrations, including tax, social insurance, bank accounts, etc.

Board Member Change

Steps: Hold a shareholders’ meeting to pass a resolution for board member changes. Prepare application documents:

• Board member change application form
• Copy of business license
• New director’s identification documents and qualification certificates
• Copy of current business registration

Submit the application to the Business Registration Office. Pay relevant fees. Obtain updated business registration or change notification. Update company internal records and relevant documents.

Note: Foreign directors may need additional documents, such as work permits. Some industries may have special requirements for director qualifications.

Company Seal Change

Steps: Design a new company seal. Prepare application documents:

• Seal change notification form
• New seal design
• Explanation for the change
• Copy of current business license

Submit seal change application to the police department. Obtain permission to make a new seal. Have the new seal made at a designated seal-making unit. Notify the Business Registration Office and tax authorities of the new seal design. Update all relevant documents and records using the new seal.

Note: Some documents may require both old and new seals during the transition period. The old seal must be officially destroyed, and proof of destruction must be kept.

Fiscal Year Change

Steps: Hold a shareholders/board meeting to pass a resolution for fiscal year change. Prepare application documents:

• Application form provided by tax authorities or business registration office.
• Copy of shareholders/board resolution.
• Explanation for the change.
• Copy of current business license.
• Latest financial statements.

Submit change application to tax authorities. Obtain approval from tax authorities. Update company internal financial systems and processes. Notify relevant parties (e.g., auditors, banks).

Note: The first new fiscal year may be shorter or longer than 12 months. Changing the fiscal year may affect tax filing schedules.

Company Merger or Division

1.Merger Steps:

Develop merger plan, including financial status, financial treatment, etc. Hold shareholders/board meetings for all participating companies to pass merger resolutions. Notify creditors (at least 30 days). Prepare application documents:

• Merger form.
• Shareholders/board resolutions from each company.
• Merger agreement.
• Post-merger company charter.
• Financial statements.

Submit application to the Business Registration Office. Collect new business license. Handle procedures for asset transfer, personnel adjustments, etc.

2.Division Steps:

Develop division plan, including asset allocation, debt assumption, etc. Hold shareholders/board meeting to pass division resolution. Notify creditors (at least 30 days). Prepare application documents:

• Division form.
• Shareholders/board resolution.
• Division plan.
• New company charter(s).

Submit application to the Business Registration Office. Obtain new business license(s) (for newly established companies).Handle procedures for asset allocation, personnel placement, etc.

Note: Merger and division processes are complex and usually require professional legal and financial advisors. May involve changes or termination of labor contracts. Special attention needed for tax implications and debt handling.

Adding/Closing Branches or Representative Offices

1. Steps for Adding:

Company decides to establish a branch/representative office. Prepare application documents:

• Application form.
• Company decision document.
• Branch/representative office charter (if required).
• Identification of branch manager/chief representative.
• Lease contract or address proof.

Submit application to the Business Registration Office where the branch/office will be located. Obtain branch/representative office business registration or registration certificate. Handle tax registration, bank account opening, and other procedures.

2.Steps for Closing:

Company decides to close the branch/representative office. Prepare application documents:

• Official documents and explanation directly related to branch or representative office closure.
• Company decision document.
• Tax clearance certificate.
• Original branch/representative office business registration or registration certificate.

Submit closure application to the Business Registration Office. Handle procedures for employee arrangements, asset disposal, etc. Cancel tax registration and bank accounts.

Branches in certain industries may require additional permits. Procedures for establishing and closing branches and representative offices may differ slightly.

General Notes:

• Timing: Most change procedures take 3-10 working days to complete, but complex cases may require more time.
• Fees: Change fees are usually low but may vary by region and type of change.
• Language: All documents typically need to be submitted in Vietnamese. If using foreign language documents, notarized translations must be attached.
• Professional assistance: Consider hiring local legal advisors or company secretarial services to ensure smooth processes.
• Subsequent updates: After completing changes, promptly update company profile documents, seals, websites, etc.
• Compliance: Always ensure changes comply with relevant Vietnamese laws and regulations.
• Pre-consultation: It’s best to consult the Business Registration Office before major changes to understand specific requirements.