Detailed guide on changing business registration information in Vietnam: charter capital, business lines, legal representative, head office, and ownership.
During operations, businesses in Vietnam often need to change registration information. Many businesses delay or improperly conduct these changes, leading to administrative violations and operational complications.
1. Common Types of Changes
1.1. Changing Charter Capital
When increasing capital (capital injection, share issuance) or decreasing capital (paying back shareholders, share buyback). Must update ERC and re-register tax.
1.2. Adding/Removing Business Lines
When expanding to new fields or stopping certain activities. Note: conditional business lines require sub-license before operation.
1.3. Changing Legal Representative
When changing General Director, Chairman of Board, or other position serving as legal representative. Must update ERC.
1.4. Changing Head Office Address
When moving offices to new address. If moving to new district/province, complex procedure: must close at old tax office, open at new tax office.
1.5. Changing Company Name
Less frequent but possible when rebranding. Must check no conflict with existing trademarks.
1.6. Changing Ownership/Shareholders
When transferring shares, accepting new shareholders, or shareholders withdrawing capital. Especially complex when foreign investors involved.
2. Process for Each Change Type
2.1. Standard Procedure
- Convene Board of Directors/Members meeting to decide on change
- Prepare amendment dossier per regulations
- Submit to DPI through National Business Registration Portal or in person
- Receive new ERC (3-5 working days)
- Update related licenses and registrations
2.2. Standard Required Documents
- Application for change of business registration
- Board meeting decision/minutes
- Specialized documents per change type
- Power of attorney (if hiring representative service)
3. Detailed Notes by Change Type
3.1. Changing Charter Capital - Increase
Capital increase methods:
- Existing shareholders contribute additional capital
- New share issuance: ESOP, private placement, public offering
- Converting debt to equity: loans, convertible notes
- Retained earnings converted to capital
Important notes:
- Increased capital must be paid within 90 days of registration
- Foreign capital injection through Direct Investment Capital Account (DICA)
- Update license tax rate if vaulting brackets (over VND 10 billion)
3.2. Changing Charter Capital - Decrease
Capital decrease cases:
- Refunding share capital to shareholders
- Treasury share buybacks then cancellation
- Recovering value of unpaid capital after 90-day deadline
Important conditions:
- Must ensure debt repayment capacity after decrease
- Notify all creditors
- Cannot decrease in first 2 years from establishment (with some exceptions)
3.3. Adding Conditional Business Lines
Two-step process:
- Step 1: Add business code to ERC (DPI)
- Step 2: Apply for sub-license at specialized agency before operations
Many businesses add codes but operate without sub-license — major risk.
3.4. Changing Legal Representative
Documents required:
- Resignation decision from previous representative
- Decision appointing new representative
- Passport/ID of new representative
- Power of attorney letter (if new rep is foreigner without temporary residence card)
Important: When changing rep, must update all signatures at banks, tax offices, social insurance, and key partners.
3.5. Moving Head Office
Same district:
- Simple, just update ERC at DPI
- 2-3 working days
Different district, same province:
- Close tax at old district, open at new district
- Update social insurance, bank accounts
- 1-2 weeks
Different province:
- Most complex, may take 1-2 months
- Must close at all old offices and open at new ones
- Inspection may occur at both ends
3.6. Share Transfer
Among Vietnamese shareholders:
- Share transfer contract
- Transfer record
- Personal income tax payment for transferor (0.1% of transfer value)
- Update shareholder register, no need to amend ERC if no other changes
Transferring to foreign investor:
- Check if industry has foreign ownership restrictions
- Apply for capital contribution registration if first-time foreign investor
- Pay through DICA
- Update IRC if listed in original investment project
4. Common Mistakes to Avoid
- Delayed registration: many changes have time limits (10 days, 30 days), violations fined VND 5-20 million
- Forgetting to update related documents: sub-licenses, bank accounts, tax, social insurance
- Operating in unregistered business lines: especially conditional industries
- Not paying personal income tax on share transfer: tax authority will audit later
- Improper foreign capital injection: must go through DICA, otherwise cannot repatriate
5. Costs and Timeline
- State fees: VND 200,000 - 500,000/amendment
- Notarization costs: VND 1-3 million
- Service costs (if outsourced): VND 3-15 million depending on complexity
- Timeline: 3-30 working days depending on change type
This article is for reference only. Please contact a lawyer for accurate advice.
Frequently Asked Questions
How long after a change must business registration be updated?
10 working days from decision date for most changes. Late registration fined VND 5-20 million. Some changes (rep, address) have shorter timelines. Best practice: do immediately after decision to avoid forgetting.
Can a foreigner be legal representative of a Vietnam company?
Yes. However, must have Temporary Residence Card (TRC) or someone living in Vietnam to authorize during absence. At least one rep must reside in Vietnam (Article 12 Enterprise Law 2020).
When transferring shares, must transferor pay personal income tax?
Yes. Vietnamese: 0.1% of transfer value (not actual profit). Foreigners: 0.1% if transferring listed shares, 20% on profit if unlisted shares. Tax payment is condition for ownership change registration.
Can business name be changed multiple times?
Yes, no limit on number of name changes. However, each change requires complete registration procedure (state fees, notarization, related document updates). And note name change can affect brand and customer perception.
When moving office to different province, can old tax history be retained?
Yes. Tax code remains, only managing tax office changes. All tax history, refund status, debts are transferred between tax authorities. However, transition period (about 1-2 months) may have invoice issuance complications.