CONSULTING SERVICE PROCEDURES FOR CHANGE OF BUSINESS REGISTRATION

The service of changing business registration (business license) is a service provided by Thien Di to meet the regular and mandatory needs of businesses when they need to expand their scale of operations, increase or decrease their operating capital. charter, change of members or shareholders, change of headquarters, change of company name... To carry out procedures to change your business operating license quickly and conveniently, please contact Thien Di immediately to get the fastest support from a lawyer.

1. What is the change of business registration?

During business operations, some businesses also change their name, company address, business lines a few times...

Changing business registration is an administrative procedure that needs to be carried out at the registration agency when an enterprise needs to change the content of the business registration such as changing the name, company address, business lines, etc. charter capital, members and shareholders.

2. When must I change my business registration?

A business registration certificate is a document or electronic copy that the Business Registration Authority issues to a business to record business registration information. This is considered the "birth certificate" of an enterprise, recording the date of first business registration and is the basis for establishing the legal capacity of a business.

Not falling into the above cases, any change in company shareholders does not need to notify the change to the business registration agency.

3. Instructions on procedures for changing business registration in 2023

Below are the steps in the process of implementing procedures to change business registration:

Step 1: Draft documents to change business registration according to the provisions of law.

Step 2: Submit change documents to the Business Registration Authority. Documents are authorized by the enterprise or business organization to be submitted to the Department of Planning and Investment of the province/city where the enterprise's head office is registered in the form of online submission via the national information portal.

Step 3: Receive certificate of change in business registration from the Registration Authority. During the verification process, if the application is accepted, the business registration office will record the change in the business's request on the new business license. If the dossier is invalid, the registration agency will notify in writing the reason for refusal so that the enterprise can supplement or amend it.

Step 4: Notify information about changes in business registration on the National Information Portal. After completing the change of business registration, the enterprise will announce the changed content on the national information portal according to the provisions of the Enterprise Law.

Step 5: Perform other tasks after changing business registration. Depending on the content of the change, the business will perform tasks after the change such as changing the company name or changing the company seal.

According to regulations, within 10 days from the date your company approves changes to business registration, it must notify the Business Registration Office where the business is headquartered. The results of resolving a request to register a change in business registration will include.

4. Documents for changing business registration

Changing business registration is a very frequent need of businesses due to market factors - businesses expanding or narrowing business lines, increasing or decreasing investment capital levels or also from restructuring the business itself ( change of legal representative, transfer of capital contribution...). To meet the above needs, THIEN DI TRADING SERVICE COMPANY LIMITED will provide detailed instructions for businesses on business registration change application forms applicable to the following specific cases:

4.1. Company address change records

Compared to other issues, changing headquarters is much more complicated. The reason is because in each case of changing headquarters, everyone will need to prepare a separate file. Preparing this document for a legal officer or lawyer is not too troublesome, but for other subjects, it will encounter certain difficulties.

In case of moving headquarters within the province or city where the enterprise has registered its establishment:

• 01 Notice of change of company address according to the prescribed form
• 01 Decision on changing the headquarters of the Board of members (for LLCs with two or more members), of the owner (for one-member LLC), and of partnership members ( for Partnership Companies), of the General Meeting of Shareholders (for Joint Stock Companies)
• 01 Copy of the meeting minutes mentioning the change of company address of the Board of Members (for LLCs with two or more members), of the owner (for LLCs with one member), of general partners (for partnerships), of the General Meeting of Shareholders (for joint stock companies)
• 01 Power of attorney (if using the service to register a change in head office business)

In case of moving headquarters to another province or city where the enterprise is registered for establishment:

• 01 Notice of change according to the prescribed form
• 01 amended and supplemented company charter (copy)
• 01 Full list of company members
• 01 Decision on changing the company address of the Board of Members (for LLCs with two or more members), the owner (for LLCs with one member), and partnership members (for Partnership Companies), of the General Meeting of Shareholders (for Joint Stock Companies)
• 01 Copy of the meeting minutes mentioning the change of headquarters of the Board of Members (for LLCs with two or more members), of the owner (for LLCs with one member), of the General partners (for partnerships), the General Meeting of Shareholders (for joint stock companies)
• 01 Power of attorney (if using the service to register a change in head office business)

4.2. Company name change records

• 01 Notice of change according to the prescribed form
• 01 Decision on changing the business name of the Board of members (for LLCs with two or more members), of the owner (for one-member LLCs), and of partnership members ( for Partnership Companies), of the General Meeting of Shareholders (for Joint Stock Companies)
• 01 Copy of the meeting minutes mentioning the change of company name of the Board of Members (for LLCs with two or more members), of the owner (for LLCs with one member), of the General partners (for partnerships), the General Meeting of Shareholders (for joint stock companies)
• 01 Power of attorney (if using the business name change registration service)

4.3. Documents on changes in charter capital and capital contribution ratio

• 01 Notice of change according to the prescribed form
• 01 Decision on increasing or decreasing charter capital and capital contribution ratio of the Board of members (for LLCs with two or more members), of the owner (for one-member LLC), and of the members. general partner (for a partnership), of the General Meeting of Shareholders (for a joint stock company)
• 01 Copy of meeting minutes mentioning the increase or decrease in charter capital, capital contribution ratio of the Board of Members (for LLCs with two or more members), of the owner (for LLCs with one members), of partners (for partnerships), of the General Meeting of Shareholders (for joint stock companies)
• 01 Power of attorney (if using the service to register business changes in charter capital and capital contribution ratio)

4.4. Records of changes in business lines

• 01 Notice of change according to the prescribed form
• 01 Decision on changing business lines of the Board of members (for LLCs with two or more members), of the owner (for one-member LLCs), and of partnership members (for Partnership Companies), of the General Meeting of Shareholders (for Joint Stock Companies)
• 01 Copy of meeting minutes mentioning the change in business lines of the Board of Members (for LLCs with two or more members), of the owner (for LLCs with one member), of general partners (for partnerships), of the General Meeting of Shareholders (for joint stock companies)
• 01 Power of attorney (if using the service to register to change business lines)

4.5. Company seal change records

• 01 Notice of change of company seal according to the prescribed form
• 01 Copy of investment certificate
• 01 Copy of tax registration certificate
• 01 Power of attorney (if using the service to change seal business registration)

Because the contents of business registration changes are quite numerous, within the limits of this article we will only present some common contents.

4.6. Change legal representative

- For 1-member LLC

• Notice of change of legal representative (Appendix II-2 Circular 02)
• Decide the owner of the company;
• 01 notarized copy of personal identification card of the new legal representative (ID card/CCCD/Passport)

- For 2-member LLC

• Notice of change of legal representative (Appendix II-2 Circular 02)
• Minutes of meetings of the Board of members;
• Decision of the Board of members
• 01 notarized copy of personal identification card of the new legal representative (ID card/CCCD/Passport)

- For Joint Stock Company

• Notice of change of legal representative (Appendix II-2 Circular 02)
• In case a change of legal representative leads to a change in the company charter, documents of the General Meeting of Shareholders are needed;
• In case changing the legal representative does not change the charter, a meeting of the Board of Directors will be held
• 01 notarized copy of personal identification card of the new legal representative (ID card/CCCD/Passport)

5. Cases requiring completion of documents to change business registration

The following cases need to submit documents to change business registration at the Department of Planning and Investment:

• Change company name (including: change name in Vietnamese, change name in foreign language, change abbreviation);
• Changing the company's business type (including: Changing from a single-member LLC to a LLC with two or more members; changing from a limited liability company to a joint stock company, changing from a joint stock company to a corporation LLC, changing a private enterprise into a company).
• Change the company's business lines and industries;
• Change of company headquarters;
• Change tax registration information: person in charge of accounting; Address information to receive tax notices; Bank accounts, tax calculation methods, etc.
• Change phone number and fax number information; email, company website;
• Change the capital structure of company members;
• Change information about foreign shareholders: Change foreign shareholders; change the capital contribution ratio of foreign shareholders; change information on Passport and Household Registration of foreign shareholders;
• Change in company charter capital (including change to increase company charter capital or change to decrease company charter capital);
• Change the company's legal representative; Change information of the company's legal representative (including: change of legal representative's title; change of ID card/identity card/passport number; change of household registration and residence current legal representative);
• Changing information of the owner of a one-member LLC: including transferring the owner, changing the owner's business license (if it is a legal entity), changing the owner's personal information (if individual).

6. Cases in which no application for change of business registration is required

• Change founding shareholder information;
• Change of founding shareholders (Except in cases of changing founding shareholders due to unpaid or only partial payment of shares registered to buy according to regulations).

7. Cases where businesses are not allowed to register changes to business registration

• The enterprise has been notified by the Business Registration Office of a violation of the enterprise in the case of revoking the Certificate of Business Registration or has had a Decision to revoke the Certificate of Business Registration issued;
• In the process of dissolution according to the dissolution decision of the enterprise;
• At the request of the Court or Judgment Enforcement Agency or police agency.

8. Penalty for late notification of business registration changes to the registration agency

Pursuant to the provisions of Article 25 - Decree No. 50/2016/ND-CP, regulations on sanctions for administrative violations in the field of planning and investment, regulations on violations of regulations on replacement registration deadlines Change the content of the business registration certificate, specifically:

“1. Fine from 1,000,000 VND to 5,000,000 VND for acts of registering to change the content of the Business Registration Certificate, Branch and Representative Office Operation Registration Certificate, Registration Certificate business location beyond the prescribed time limit from 01 to 30 days.

2. Fine from 5,000,000 VND to 10,000,000 VND for acts of registering to change the content of the Business Registration Certificate, Branch and Representative Office Operation Registration Certificate, Certificate registering a business location beyond the prescribed time limit from 31 to 90 days.

3. Fine from 10,000,000 VND to 15,000,000 VND for acts of registering to change the content of the Business Registration Certificate, Branch and Representative Office Operation Registration Certificate, Certificate registering a business location 91 days or more beyond the prescribed time limit.

4. Remedial measures: Force registration to change the contents of the Enterprise Certificate according to regulations for violations specified in Clause 1, Clause 2 and Clause 3 of this Article.”

In addition, regulations in Article 26 - Decree No. 50/2016/ND-CP, regulations on sanctions for administrative violations in the field of planning and investment, regulations on violations of regulations on content disclosure business registration content, specifically:

"1. A fine from 1,000,000 VND to 2,000,000 VND shall be imposed for failure to publish or not publish within the prescribed time limit the business registration content on the National Business Registration Information Portal.

2. Remedial measures: Forced publication of business registration content on the National Business Registration Portal for violations specified in Clause 1 of this Article.”

9. Cost of changing business license 2023

The cost of changing a business license includes: state fees and service costs

9.1. Fee for changing business registration (fee paid to state agency)

State fees are mandatory fees that all individuals and organizations must pay when carrying out procedures to change business registration. This fee is clearly regulated by the state in Circular 215/2016/TT-BTC. Accordingly, the fee for changing business registration content is 200,000/time. The fee for changing the content of the Registration Certificate for branches, representative offices, and business locations is 100,000/file.

9.2. Service fee for changing business license

Meanwhile, service costs for changing business registration only arise when individuals or organizations hire a professional unit to replace processes, procedures and documents. Service costs also depend on the business registration content that customers want to change? Changing charter capital, company name, headquarters or adding professions...

Thien Di provides business registration change services for you at a reasonable cost based on the level of work to be performed. We emphasize service quality and the value that customers receive. Therefore, please contact us immediately via hotline 0981317075 so that Thien Di can receive your request, advise and quote the cost that best suits your needs.

10. How long does it take to complete the procedure for changing business registration?

According to the current provisions of law in Clause 2, Clause 3, Article 31 and Article 32 of the 2014 Law on Enterprises, the time for changing business registration is prescribed as follows:

11. Notes when changing business registration

11.1. Change head office address

To make business more convenient or because of the need to develop new markets, businesses want to change their headquarters address, businesses need to know the legal procedures such as: Is the intended address appropriate? According to the law, changing the address to a different district requires transferring tax records and changing the business seal. Changing the address in the same district does not need to change the seal. Procedures and ways to notify the housing agency of a competent country.

11.2. Change business name

The business name shapes the business brand, however, due to actual needs, the business wants to change and choose a different name that suits its business needs, in addition to choosing a satisfactory and suitable business name. legal, business owners must also understand the accompanying changes such as: having to change the business seal, change invoice information, notify tax authorities, notify banks, notify to partners so that changing the business name does not cause obstacles in future business steps.

11.3. Change and supplement business lines

Due to the need to expand or narrow business fields, businesses can add or reduce economic lines on the business license, so businesses need to know which business fields are in accordance with legal regulations. Current law, which industries are conditional and non-conditional businesses to carry out registration procedures in accordance with the legal order and the actual needs of the business.

11.4. Change, increase or decrease the company's charter capital

Changes to increase/decrease charter capital also need to be clearly understood to make appropriate decisions. Do businesses know which types of businesses are eligible to increase/decrease charter capital? What types of businesses cannot reduce their charter capital? These are points clearly stipulated in the law to bind the legal responsibilities of business owners to their businesses. The increase or decrease of the enterprise's charter capital also needs to be considered commensurate with the current business lines of the enterprise because it is also related to the legal capital level for conditional business lines that require a minimum capital level.

11.5. Change the capital contribution structure and membership structure

Changing the capital contribution structure is something that happens regularly during a business's operations when the business wants to expand/downsize its scale of operations or members simply need to contribute more or reduce capital. However, before changing the structure of capital contributions or members, businesses also need to pay attention to the issues of minimum capital ownership to become a legal representative if that person is a capital contributing member, or a sole shareholder. Simply put, in cases where you want to increase capital contributions, you must change the type of enterprise.

11.6. Change member information

Member information changes in ID card, household registration, address, so businesses also need to promptly update their business license to make work more convenient when going to work or transacting with partners. banks, state agencies.

11.7. Things to know when changing business type

Before changing the type of business, the business must understand the current type of business as well as the type of business expected to convert, because each type of business has a different organizational structure, so the management method is also different. different. The type before the change had how many members, and the type after the change had how many members.

11.8. After changing the business registration certificate, do I have to post a business statement?

After establishing an enterprise and being granted a Business Registration Certificate or after changing the business registration content, the enterprise must publish the business registration content on the national business registration portal.

12. What to do after an enterprise changes its business registration

Many customers still mistakenly think that when completing the procedure to change business registration at the State Administrative Agency and receiving the changed business license, they think that the procedure to change business registration is complete. continue doing business. However, when the authorities inspect and supervise, there are violations in operations. After each change, the enterprise will also have to carry out relevant procedures, specifically as follows:

a. What to do after changing the company name

• Change the company charter;
• Place a new legal entity seal, and carry out procedures to change the company seal sample with the business registration agency
• Carry out procedures to re-create the company nameplate
• Change account holder information of banks, insurance agencies...etc
• Carry out procedures to change company name information that has been issued for sublicenses, land use rights certificates... etc.

b. Things to do after changing company address

• Change the company address in the company charter
• Change company seal (in case of changing company address to a different district/province/city)
• Make a new company sign with the new address recorded;
• Change company address information on invoices, documents that record the old company address...etc

c. Things to do after changing business lines

• Must ensure the number of practice certificates according to the law
• New business registrations are conditional, businesses can only operate when they meet the conditions prescribed by law.

d. What to do after changing the company's charter capital (Increase or decrease capital)

• Proceed to declare personal income tax arising under the transfer contract, even in cases where the transfer does not generate taxable income
• Submit a license tax declaration and additional license tax in case there is an increase in the business's license tax rate
• Declared in the year's financial statements that there is a change in the owner's equity section
• Amending, supplementing the shareholder/member book, charter adding new shareholders/members.

e. What to do after changing the legal representative

The legal representative of the business is the person who directly manages the company, so when there is a change in this person, the business needs to update the legal representative information in the company records, company rules; change information about bank account holders; Personal income tax declaration....

13. Company service to make changes to business registration

Thien Di provides the following business registration change services:

• Additional services (changing) business lines
• Company address change service (same district/different district)
• Service to change legal representatives
• Service of changing capital contributors (Limited company with 2 or more members)
• Owner change service (one member limited liability company)
• Business name change service
• Business information update service
• Service of temporary business suspension/resumption of business ahead of time

When using the business license change service at Thien Di, you will be provided with all of the following operations:

Consulting on issues related to changing business registration such as: Personal Income tax from capital transfer activities; Procedures for notification of decision to use electronic invoices when changing address; Tax and accounting issues related to the change in business registration content that you intend to make.

Prepare documents, including: Notice of change in business registration content; Decision to change the business registration content; Minutes of meetings of the board of members (for 2-member limited liability companies), minutes of meetings of the board of directors/general meeting of shareholders (for joint stock companies),... suitable for specific types of changes that you need to change.

Submit documents on-site for signature

On behalf of the enterprise, submit a change application and receive a new business license at the Department of Planning and Investment

Hand over the new registration certificate to your door

14. Procedure for changing business license at Thien Di

• Consulting, preparing documents, and on behalf of clients carrying out procedures with state agencies to change company name, change headquarters address, change charter capital
• Advise on conditions, prepare documents, and on behalf of customers carry out procedures with state agencies to change the legal representative.
• Consulting, preparing documents, and on behalf of clients carrying out procedures with state agencies to change business registration lines, transfer capital, and change the capital ownership ratio in the company.
• Consulting on procedures after changing business registration;
• Consulting on registering business accounts with the Department of Planning and Investment where the business is headquartered.
• Instruct customers to write invoices and change issued invoice information.
• Confirm tax obligations when changing headquarters to another district or province…

 

15. Why choose the business registration change service at Thien Di

• We have successfully registered more than 2,000 businesses, individuals and organizations
• Helps Customers save 1-2 months of time to focus on professional work
• "Enthusiastically support customers promptly in all situations."
• Including experts and staff with formal training, good expertise, and experience.
• Always updated with new regulations/regulations, regularly participate in formal training courses to improve professional qualifications and work experience.
• Able to withstand high work pressure.
• Always improve yourself and your expertise towards absolute customer satisfaction.

Staff

Human resource potential is the key to the success of every business. Therefore, Thien Di always focuses on building and developing human resources that are professional, serious and always friendly to customers - that is the guideline for our success over the past time.

16. Contact information

THIEN DI TRADING SERVICE COMPANY LIMITED

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