Chương VI Nghị định 01/2021/NĐ-CP: Hồ sơ, trình tự, thủ tục đăng ký thay đổi, thông báo thay đổi nội dung đăng ký doanh nghiệp

Chapter VI

DOCUMENTS AND PROCEDURES FOR REGISTRATION/NOTIFICATION OF CHANGES TO ENTERPRISE REGISTRATION INFORMATION

Article 47. Registration of relocation of headquarters address

1. Before registration of relocation of an enterprise’s headquarters address to a district, province or central-affiliated city other than where the enterprise is headquartered which leads to change of its tax authority, the enterprise must carry out all tax procedures related to relocation in accordance with regulations of the law on taxation.

2. In case of relocation of its headquarters address, the enterprise shall send an application for changes to enterprise registration information to the Business Registration Office of the place where it will be headquartered. The application includes the following documents:

a) A notification of changes to enterprise registration information which is signed by the enterprise’s legal representative;

b) The resolution or decision of the owner of the single-member limited liability company, the resolution or decision and the copy of the minutes of meeting of the Board of Members of the multi-member limited liability company or partnership, or of the General Meeting of Shareholders of the joint-stock company on relocation of the enterprise’s headquarters address.

3. After receiving the application, the Business Registration Office shall give a confirmation slip to the enterprise, examine the validity of documents, and issue the enterprise registration certificate as prescribed.

4. When the enterprise relocates its headquarters, its rights and obligations are kept unchanged.

Article 48. Registration of change of enterprise’s name

1. In case of change of its name, the enterprise shall send an application for changes to enterprise registration information to the Business Registration Office of the place where it is headquartered. The application includes the following documents:

a) A notification of changes to enterprise registration information which is signed by the enterprise’s legal representative;

b) The resolution or decision of the owner of the single-member limited liability company, the resolution or decision and the copy of the minutes of meeting of the Board of Members of the multi-member limited liability company or partnership, or of the General Meeting of Shareholders of the joint-stock company on change of the enterprise’s name.

2. After receiving the application, the Business Registration Office shall give a confirmation slip to the enterprise, examine the validity of documents, and issue the enterprise registration certificate to the enterprise if its new name does not contravene regulations on naming of enterprise.

3. The change of the enterprise’s name does not affect the enterprise’s rights and obligations.

Article 49. Registration of change of general partners

1. In case of termination or admission of a general partner as prescribed in Article 185 and Article 186 of the Law on Enterprises, the partnership shall send an application for changes to enterprise registration information to the Business Registration Office of province where it is headquartered. The application includes the following documents:

a) A notification of changes to enterprise registration information which is signed by the enterprise’s legal representative;

b) The list of general partners as prescribed in Article 25 of the Law on Enterprises, excluding information about limited partners;

c) Copies of legal documents of the new general partner.

2. After receiving the application, the Business Registration Office shall give a confirmation slip to the enterprise, examine the validity of documents, and issue the enterprise registration certificate to the enterprise.

Article 50. Registration of replacement of legal representatives of limited liability companies and joint-stock companies

1. In case of replacement of legal representative, the company shall send an application for changes to enterprise registration information to the Business Registration Office of province where it is headquartered. The application includes the following documents:

a) A notification of replacement of the legal representative;

b) Copies of legal documents of the new legal representative;

c) The resolution or decision of the owner of the single-member limited liability company, the resolution or decision and the copy of the minutes of meeting of the Board of Members of the multi-member limited liability company on replacement of legal representative; the resolution and the copy of the minutes of meeting of the General Meeting of Shareholders of the joint-stock company on replacement of legal representative which leads to amendments to the company’s charter; the resolution or decision and the copy of the minutes of meeting of Board of Directors of the joint-stock company if the replacement of legal representative does not cause changes to the company’s charter other than the full name and signature of the legal representative as prescribed in Article 24 of the Law on Enterprises.

2. The notification of replacement of legal representative shall be signed by the following person:

a) Chairperson of the Board of Members or President of the single-member limited liability company;

b) Chairperson of the Board of Members of the multi-member limited liability company. In case the Chairperson of the Board of Members is the legal representative, the notification shall bear the signature of the new Chairperson who is elected by the Board of Members

c) Chairperson of the Board of Directors of the joint-stock company. In case the Chairperson of the Board of Directors is the legal representative, the notification shall bear the signature of the new Chairperson who is elected by the Board of Directors.

d) In case the Chairperson of the Board of Members or the Chairperson of the Board of Directors is absent or unable to perform his/her rights and obligations, his/her authorized person shall be the person competent to sign the notification of replacement of the legal representative. In case no member is authorized or the Chairperson of the Board of Members or the Chairperson of the Board of Directors is dead, missing, detained, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, making a getaway, has limited legal capacity or is incapacitated, has difficulty controlling his/her behavior, or is prohibited by the Court from holding certain positions or doing certain works, the person competent to sign the notification of replacement of the legal representative shall be elected as the interim Chairperson of the Board of Members or interim Chairperson of the Board of Directors according to Clause 4 Article 56, Clause 3 Article 80 and Clause 4 Article 156 of the Law on Enterprises.

3. In case of replacement of the legal representative according to Clause 6 Article 12 of the Law on enterprises, the application shall contain the documents prescribed in Clause 1 of this Article, in which the resolution or decision and the copy of the minutes of meeting of the Board of Members shall be replaced with the copy of document certifying that the company’s legal representative is dead, missing, detained, serving an imprisonment sentence, serving an administrative penalty in a correctional institution or rehabilitation center, making a getaway, has limited legal capacity or is incapacitated, has difficulty controlling his/her behavior, or is prohibited by the Court from holding certain positions or doing certain works.

4. After receiving the application, the Business Registration Office shall give a confirmation slip to the enterprise, examine the validity of documents, and issue the enterprise registration certificate to the enterprise.

Article 51. Registration of change in charter capital, stakes and holdings

1. In case of change in the charter capital of a limited liability company, joint-stock company or partnership, the company shall send an application for changes to enterprise registration information to the Business Registration Office of province where it is headquartered. The application includes the following documents:

a) A notification of changes to enterprise registration information which is signed by the enterprise’s legal representative;

b) The resolution or decision of the owner of the single-member limited liability company, the resolution or decision and the copy of the minutes of meeting of the Board of Members of the multi-member limited liability company or partnership, or of the General Meeting of Shareholders of the joint-stock company on change in charter capital;

c) A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment.

2. In case of change in stakes/holdings of members of the multi-member limited liability company or general partners of the partnership, the company shall send an application for changes to enterprise registration information to the Business Registration Office of province where it is headquartered. The application includes the following documents:

a) A notification of changes to enterprise registration information which is signed by the enterprise’s legal representative;

b) The list of members of the multi-member limited liability company or list of general partners of the partnership, excluding information about limited partners. Such lists must bear signatures of members/general partners whose stakes are changed; signatures of members/general partners whose stakes are unchanged are optional;

c) The transfer contract or documents proving completion of the transfer if stakes are transferred; donation contract if stakes are donated;

d) A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment.

3. If the General Meeting of Shareholders ratifies the offering of shares to increase charter capital and assigns the Board of Directors to complete procedures for registration of charter capital after the end of each offering, apart from the notification prescribed in Point a Clause 1 of this Article, the application for registration of increase in charter capital must include the following documents:

a) The resolution and copy of the minutes of meeting of the General Meeting of Shareholders on offering of shares to increase charter capital, which specifies the quantity of shares offered and that the Board of Directors will complete procedures for registration of charter capital after each offering;

d) The resolution or decision and copy of minutes of meeting of the Board of Directors of the joint-stock company on registration of increase in charter capital after each offering.

4. In case of decrease in charter capital, the enterprise must make a commitment to settle all debts and other asset liabilities after capital decrease. In case of decrease in charter capital of a multi-member limited liability company as prescribed in Point a and Point b Clause 3 Article 68 of the Law on enterprises, the application for decreased in charter capital must include the latest financial statements.

5. After receiving the application, the Business Registration Office shall give a confirmation slip to the enterprise, examine the validity of documents, and issue the enterprise registration certificate to the enterprise.

Article 52. Registration of change of members of a multi-member limited liability company

1. In case of admission of new members which leads to increase in the company’s charter capital, the company shall send an application for changes to enterprise registration information to the Business Registration Office of province where it is headquartered. The application includes the following documents:

a) A notification of changes to enterprise registration information which is signed by the enterprise’s legal representative;

b) The list of members of the multi-member limited liability company. The list must bear signatures of new members and members whose stakes are changed; signatures of members whose stakes are unchanged are optional;

c) The resolution or decision and copy of minutes of meeting of the Board of Members on admission of new members;

d) Certifications of new members’ capital contribution;

dd) Copies of legal documents of new members that are individuals, or copies of legal documents of new members that are organizations and copies of legal documents of their authorized representatives and letters of appointment of authorized representatives.

If a member is a foreign organization, copies of legal documents of that organization must be legalized;

e) A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment.

2. In case of change of members due to transfer of stakes, the application for changes to enterprise registration information must include the following documents:

a) A notification of changes to enterprise registration information which is signed by the enterprise’s legal representative;

b) The list of members of the multi-member limited liability company. The list must bear signatures of new members and members whose stakes are changed; signatures of members whose stakes are unchanged are optional;

c) A transfer contract or documents proving completion of the transfer;

d) Copies of legal documents of new members that are individuals, or copies of legal documents of new members that are organizations and copies of legal documents of their authorized representatives and letters of appointment of authorized representatives.

If a member is a foreign organization, copies of legal documents of that organization must be legalized;

dd) A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment,

3. In case of change of members due to inheritance, the application for changes to enterprise registration information must include the following documents:

a) A notification of changes to enterprise registration information which is signed by the enterprise’s legal representative;

b) The list of members of the multi-member limited liability company. The list must bear signatures of new members and members whose stakes are changed; signatures of members whose stakes are unchanged are optional;

c) The copy of certificate of the inheritor’s lawful right to inheritance;

d) Copies of legal documents of the inheritor that is an individual, or copies of legal documents of the inheritor that is an organization and copies of legal documents of their authorized representatives and letters of appointment of authorized representatives.

If a member is a foreign organization, copies of legal documents of that organization must be legalized.

4. In case of change of members due to a member’s failure to contribute capital as prescribed in Article 47 of the Law on enterprises, the application for changes to enterprise registration information shall include the following documents:

a) A notification of changes to enterprise registration information which is signed by the enterprise’s legal representative;

b) The list of remaining members of the company. The list must bear signatures of members whose stakes are changed; signatures of members whose stakes are unchanged are optional;

c) The resolution or decision and copy of minutes of meeting of the Board of Members on change of members due to a member’s failure to contribute capital.

5. Registration of change of members because of donation of stakes

a) If the beneficiary is the entity prescribed in Point a Clause 6 Article 53 of the Law on enterprises, the application for changes to enterprise registration information shall contain the documents in Clause 2 of this Article, in which the transfer contract or documents proving completion of the transfer shall be replaced with the donation contract;

b) If the beneficiary is the entity prescribed in Point b Clause 6 Article 53 of the Law on enterprises, the application for changes to enterprise registration information shall contain the documents in Clause 1 of this Article, in which the certification of new member’s capital contribution shall be replaced with the donation contract.

6. Registration of change of members in case a member uses his/her stakes to pay debts

a) In case the company applies for change of members due to a member’s use of his/her stakes to pay debts and the beneficiary is accepted by the Board of Members to become a company’s member as prescribed in Point a Clause 7 Article 53 of the Law on enterprise, the application for changes to enterprise registration information shall contain the documents in Clause 1 of this Article, in which the certificate of new member's capital contribution shall be replaced with the loan agreement and documents proving the use of stakes to pay debts;

b) In case the company applies for change of members due to a member’s use of his/her stakes to pay debts and the beneficiary offers or sells the received stakes to another person as prescribed in Point b Clause 7 Article 53 of the Law on enterprise, the application for changes to enterprise registration information shall contain the documents in Clause 2 of this Article and the loan agreement and documents proving the use of stakes to pay debts.

7. In case of change of members according to a decision on full or partial division, merger or consolidation, the application for changes to enterprise registration information shall contain the documents in Clause 1 of this Article, in which the certificate of new member’s capital contribution shall be replaced with the resolution or decision on full or partial division and documents in Point a and Point b Clause 3 Article 25 hereof, and the documents in Points a, b, c Clause 2 Article 61 hereof. The resolution or decision on full or partial division, merger or consolidation must specify the transfer of stakes to new members.

8. After receiving the application, the Business Registration Office shall give a confirmation slip to the enterprise, examine the validity of documents, and issue the enterprise registration certificate to the enterprise.

Article 53. Registration of replacement of owner of a single-member limited liability company

1. In case an owner of a company transfers the entire charter capital to another individual or organization, the transferee must apply for replacement of the company’s owner to the Business Registration Office of province where it is headquartered. The application includes the following documents:

a) A notification of replacement of owner of the single-member limited liability company bearing signatures of the old owner or his/her legal representative and the new owner or his/her legal representative;

b) Copies of legal documents of the transferee that is an individual, or copies of legal documents of the transferee that is an organization and copies of legal documents of its authorized representative and letter of appointment of authorized representative.

If the company’s owner is a foreign organization, copies of legal documents of that organization must be legalized;

c) The copy of the amended charter of the company;

d) The contract for stake transfer or documents proving completion of the transfer;

dd) A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment,

2. In case of replacement of the owner of a single-member limited liability company under a competent authority’s decision on restructuring of state-owned enterprise, the application for changes to enterprise registration information shall contain the same documents as those in Clause 1 of this Article, in which the transfer contract or documents proving completion of the transfer are replaced with the decision on replacement of the company’s owner issued by a competent authority.

3. In case of replacement of owner of a single-member limited liability company due to inheritance, the inheritor shall send the application for changes to enterprise registration information to the Business Registration Office of province where it is headquartered. The application includes the following documents:

a) A notification of replacement of owner of the single-member limited liability company bearing the signature of the new owner or his/her legal representative;

b) The copy of the amended charter of the company;

c) Copies of legal documents of the inheritor that is an individual, or copies of legal documents of the inheritor that is an organization and copies of legal documents of its authorized representative and letter of appointment of authorized representative.

If the company’s owner is a foreign organization, copies of legal documents of that organization must be legalized;

d) The copy of certificate of the inheritor’s lawful right to inheritance.

4. In case of replacement of owner of a single-member limited liability company due to donation of stakes, the application for changes to enterprise registration information shall contain the documents in Clause 1 of this Article, in which the transfer contract or documents proving completion of the transfer shall be replaced with the donation contract.

5. In case of replacement of owner of a single-member limited liability company according to a decision on full or partial division, merger or consolidation, the application for changes to enterprise registration information shall contain the documents in Clause 1 of this Article, in which the transfer contract or documents proving completion of the transfer shall be replaced with the resolution or decision on full or partial division and documents in Point a and Point b Clause 3 Article 25 hereof, and the documents in Points a, b, c Clause 2 Article 61 hereof. The resolution or decision on full or partial division, merger or consolidation must specify the transfer of stakes to the new company.

6. After receiving the application, the Business Registration Office shall give a confirmation slip to the enterprise, examine the validity of documents, and issue the enterprise registration certificate to the enterprise.

Article 54. Registration of change of sole proprietor in case sole proprietorship is sold or donated, or sole proprietor dies

1. In case the sole proprietor sells or donates the sole proprietorship or dies, the buyer, receiver, or inheritor shall send an application for change of the sole proprietor to the Business Registration Office of province where the sole proprietorship is headquartered. The application includes the following documents:

a) A notification of changes to enterprise registration information bearing the signatures of the seller/donor and the buyer/receiver, or signature of the inheritor in case the sole proprietor dies;

b) Copies of legal documents of the buyer, receiver or inheritor;

c) A sale contract or documents proving completion of the sale of the sole proprietorship; donation contract; copy of the certificate of the inheritor’s lawful right to inheritance.

2. After receiving the application, the Business Registration Office shall give a confirmation slip to the enterprise, examine the validity of documents, and issue the enterprise registration certificate to the enterprise.

Article 55. Registration of change in capital of sole proprietor

In case of increase/decrease in registered capital, the sole proprietor shall send a notification of change in capital to the Business Registration Office of province where the sole proprietorship is headquartered. After receiving the application, the Business Registration Office shall give a confirmation slip to the enterprise, examine the validity of documents, and issue the enterprise registration certificate to the enterprise.

Article 56. Notification of addition/change of business lines

1. In case of addition/change of business lines, the enterprise shall send a notification to the Business Registration Office of province where it is headquartered. The application for enterprise registration shall include the following documents:

a) A notification of changes to enterprise registration information which is signed by the enterprise’s legal representative;

b) The resolution or decision and the copy of the minutes of meeting of the Board of Members of the multi-member limited liability company or partnership, or of the General Meeting of Shareholders of the joint-stock company, or the resolution or decision of the owner of the single-member limited liability company on change of business lines. <0}

2. After receiving the application, the Business Registration Office shall give the confirmation slip to the enterprise, examine the validity of documents and market access conditions applied to foreign investors in accordance with regulations of the Law on investment, and update information about the enterprise’s business lines on the National Enterprise Registration Database. The Business Registration Office shall issue a certificate of changes to enterprise registration information to the enterprise at its request.

Article 57. Notification of changes in information about founding shareholders of unlisted joint-stock companies

1. A founding shareholder defined in Clause 4 Article 4 of the Law on enterprises is a shareholder that holds at least an ordinary share and has his/her signature in the list of founding shareholders submitted to the Business Registration Office at the time of application for enterprise registration.

2. Notification of changes in information about founding shareholders to the Business Registration Office shall be carried out only when the founding shareholder does not yet make payment or makes partial payment for subscribed shares according to Article 113 of the Law on enterprises. The enterprise shall make notification of change in information of founding shareholders within 30 days from the deadline for payment for subscribed shares.

3. In case of change in information about founding shareholders as prescribed in Clause 2 of this Article, the company shall send an application for changes to enterprise registration information shall include the following documents:

a) A notification of changes to enterprise registration information which is signed by the enterprise’s legal representative;

b) The list of founding shareholders of the joint-stock company, which does not include information about founding shareholders that do not yet pay for their subscribed shares.

4. When receiving the application, the Business Registration Office shall give a confirmation slip, examine the validity of documents, and update information about founding shareholders on the National Enterprise Registration Database. The Business Registration Office shall issue a certificate of changes to enterprise registration information to the enterprise at its request.

Article 58. Notification of change of foreign shareholders of unlisted joint-stock companies

1. In case of change of foreign shareholders of an unlisted joint-stock company according to Clause 3 Article 31 of the Law on enterprise, the company shall send an application for changes to enterprise registration information to the Business Registration Office of province where the company is headquartered. The application includes the following documents:

a) A notification of changes to enterprise registration information which is signed by the enterprise’s legal representative;

b) The list of foreign shareholders after change. The list of foreign shareholders must bear signatures of shareholders whose share values are changed; signatures of shareholders with unchanged share values are optional;

c) A contract for transfer of shares or documents proving completion of the transfer;

d) Copies of legal documents of the transferee that is an individual, or copies of legal documents of the transferee that is an organization and copies of legal documents of its authorized representative and letter of appointment of authorized representative.

If a shareholder is a foreign organization, copies of legal documents of that organization must be legalized;

dd) A written approval given by the investment registration authority for capital contribution or purchase of shares/stakes by foreign investors/foreign-invested business entities in case procedures for registration of capital contribution or purchase of shares/stakes must be followed in accordance with the Law on Investment.

2. When receiving the application, the Business Registration Office shall give a confirmation slip, examine the validity of documents, and update information about foreign shareholders on the National Enterprise Registration Database. The Business Registration Office shall issue a certificate of changes to enterprise registration information to the enterprise at its request.

Article 59. Notification of changes in tax registration information

1. Every enterprise that makes changes to its tax registration information without changing business registration information, except change of tax accounting method, shall send a notification of changes to enterprise registration information which is signed by its legal representative to the Business Registration Office of the province where it is headquartered.

2. After receiving the notification, the Business Registration Office shall give the confirmation slip to the enterprise, examine the validity of documents, enter date into the National Enterprise Registration Information System and transmit information to the tax registration information system. The Business Registration Office shall issue a certificate of changes to enterprise registration information to the enterprise at its request.

Article 60. Notification of changes in information about foreign shareholders; changes in information about authorized representatives of shareholders that are foreign organizations; lease of sole proprietorship; changes in information about authorized representatives

1. Within 03 working days from the day on which information about full name, nationality, passport number, contact address, quantity and type of shares of a shareholder that is a foreigner, or information about name, enterprise ID number, headquarters address, quantity and type of shares of a shareholder that is a foreign organization, and full name, nationality passport number and contact address of its authorized representative is available or changed, the enterprise shall send a notification of changes to enterprise registration information to the Business Registration Office of province where the enterprise is headquartered according to Clause 3 Article 176 of the Law on enterprises.

2. Within 03 working days from the effective date of the contract for lease of the sole proprietorship, the sole proprietor shall send a notification, enclosed with the notarized lease contract, to the Business Registration Office of the province where the sole proprietorship is headquartered according to Article 191 of the Law on Enterprises.

3. Within 10 working days from the day on which information about the authorized representative of the owner or member that is an organization of a limited liability company is changed, the company shall send a notification to the Business Registration Office of the province where it is headquartered.

4. When receiving the notification as prescribed in Clause 1, Clause 2 and Clause 3 of this Article, the Business Registration Office shall give a confirmation slip, examine the validity of documents, and update enterprise registration information on the National Enterprise Registration Database. The Business Registration Office shall issue a certificate of changes to enterprise registration information to the enterprise at its request.

Article 61. Registration of changes to enterprise registration information of a divided company or acquiring company

1. In case of partial division of a limited liability company or joint-stock company in which the charter capital and number of members/foreign shareholders of the divided company are changed in proportion to the decrease in stakes/shares and number of members/foreign shareholders, the application for changes to enterprise registration information of the divided company shall include the corresponding documents prescribed in this Chapter and the followings:

a) The resolution or decision on partial division of the company as prescribed in Article 199 of the Law on Enterprises;

b) The copy of the minutes of the meeting on partial division of the company of the Board of Members of a multi-member limited liability company or the General Meeting of Shareholders of a joint-stock company.

2. In case of merger of one or some companies into another company, the application for enterprise registration information of the acquiring enterprise must include the corresponding documents prescribed in this Chapter and the followings:

a) The merger contract as prescribed in Article 201 of the Law on Enterprises;

b) The resolution or decision on ratification of the merger contract and the copy of the minutes of meeting on ratification of merger contract of the Board of Members of the acquiring company that is a multi-member limited liability company or partnership, or of the General Meeting of Shareholders of the acquiring company that is a joint-stock company;

b) The resolution or decision on ratification of the merger contract and the copy of the minutes of meeting on ratification of merger contract of the Board of Members of the acquired company that is a multi-member limited liability company or partnership, or of the General Meeting of Shareholders of the acquired company that is a joint-stock company, unless the acquiring company is a member or shareholder holding more than 65% of the charter capital of the acquired company that is a multi-member limited liability company or partnership, or voting shares of the acquired company that is a joint-stock company.

3. After receiving the application, the Business Registration Office shall give a confirmation slip to the enterprise, examine the validity of documents, and issue the enterprise registration certificate and certificate of changes to enterprise registration information to the enterprise.

Article 62. Registration of changes in branch/ representative office/ business location registration information

1. Before applying for relocation of a branch or representative office which leads to change of its supervisory tax authority, the enterprise must follow tax procedures related to the relocation in accordance with regulations of the Law on taxation.

2. When applying for changes to the branch/representative office/business location registration information, the enterprise shall send a notification of changes to the branch/representative office/business location registration information to the Business Registration Office of the province where the branch/representative office/business location is situated. In case of replacement of the branch's head/chief of representative office, the notification must be accompanied with copies of legal documents of the branch's head/chief of representative office.

When receiving the notification, the Business Registration Office shall give a confirmation slip, examine the validity of documents, change the branch/representative office/business location registration information on the National Enterprise Registration Database, and issue the certificate of registration of branch/representative office/business location within 03 working days from the receipt of satisfactory documents. The Business Registration Office shall issue a certificate of changes to the branch/representative office/business location registration information to the enterprise at its request.

3. In case a branch/representative office/business location is relocated to another province, the enterprise shall send a notification of changes to the branch/representative office/business location registration information to Business Registration Office of the province to which the branch/representative office/business location is relocated.

When receiving the notification, the Business Registration Office of the province to which the branch/representative office/business location is relocated shall give a confirmation slip, examine the validity of documents and issue the certificate of registration of branch/representative office/business location.

4. After a wholly state-owned enterprise issued with an enterprise registration certificate is converted into a limited liability company or a joint-stock company, its branches/representative offices/business locations must follow procedures for changes to their registration information according to regulations of this Article.

5. After a limited liability company is converted into a joint-stock company or vice versa, or a sole proprietorship is converted into a limited liability company, joint-stock company or partnership, their branches/ representative offices/business locations must follow procedures for changes to their registration information according to regulations of this Article.

Article 63. Updating information in an application for enterprise registration

1. When applying for or notifying changes to enterprise registration information, the enterprise shall add information about the enterprise's telephone number to the application. In case an enterprise fails to provide its telephone number, its application for/notification of changes to enterprise registration information shall be considered invalid.

2. The enterprise is obliged to update/add information to the enterprise registration certificate and application for enterprise registration as prescribed in Clause 3 Article 8 of the Law on enterprises as follows:

a) In case update or addition of information to the application for enterprise registration leads to changes in the enterprise registration certificate but does not fall into the cases prescribed in Article 47 through 55 of this Decree, the enterprise shall send a notification of updated/added information to the Business Registration Office of province where it is headquartered. When receiving the notification, the Business Registration Office shall examine the validity of received documents and issue an enterprise registration certificate to the enterprise;

b) In case update or addition of information to the application for enterprise registration does not cause any changes in the enterprise registration certificate and does not fall into the cases prescribed in Article 56 through 60 of this Decree, the enterprise shall send a notification of updated/added information to the Business Registration Office of province where it is headquartered. The Business Registration Office shall add information to the application for enterprise registration and update information on the National Enterprise Registration Database.

3. The enterprise must not pay fees/charges for enterprise registration when updating/adding information about its telephone number, fax number, email address, website or address due to changes in administrative divisions and in the case prescribed in Point b Clause 2 of this Article.

Article 64. Application for enterprise registration by an enterprise that ratifying its decisions by questionnaire survey

If the Board of Members of a limited liability company or the General Meeting of Shareholders or the Board of Directors of a joint-stock company ratifies their resolutions or decisions by questionnaire survey as prescribed in the Law on enterprises, the copy of the minutes of meeting included in the application for enterprise registration as prescribed in this Decree may be replaced with the copy of the report on vote counting results of the Board of Members of the limited liability company or the vote counting record of the General Meeting of Shareholders or Board of Directors of the joint stock company.

Article 65. Cases in which application for/notification of changes to enterprise registration information is not allowed

1. The enterprise shall not apply for/notify changes to enterprise registration information in the following cases:

a) The Business Registration Office has issued a notice that the enterprise’s violation results in revocation of the enterprise registration certificate or has issued a decision to revoke the enterprise registration certificate;

b) The enterprise is undergoing dissolution under a decision on enterprise dissolution;

c) The application or notification is refused at the request of the Court or judgment enforcement authority or investigating authority, head or deputy head of the investigating authority or investigator as prescribed in the Code of Criminal Procedures;

d) The enterprise has the “Not operate at registered address” status.

2. The enterprise shall be entitled to apply for/notify changes to enterprise registration information in the following cases:

a) The enterprise has taken remedial measures as requested in the notice of violations and such measures are accepted by the Business Registration Office;

b) The enterprise has to register some changes to enterprise registration information to serve its dissolution process and complete the dissolution dossier as prescribed. In this case, the application for changes to enterprise registration information must be enclosed with the enterprise’s explanation for changes;

c) There in a written approval given by the entity prescribed in Point c Clause 1 of this Article for the enterprise’s application for changes to enterprise registration information;

d) The enterprise has changed from “Not operate at registered address” to “operating” status.