Comprehensive Guide to the Procedure for Amending Enterprise Registration Certificates

Starting from July 1, 2025, when the 2025 Law on Enterprises and Decree 168/2025/ND-CP officially take effect, the regulations governing the amendment of enterprise registration will undergo important changes that businesses are required to comply with. Updating legal information promptly not only helps a business maintain its legitimacy and transparency in the eyes of partners and regulatory authorities, but also serves as a “shield” protecting the business against the risk of administrative penalties or operational disruption.

Legal Basis and Importance of Amending Enterprise Registration (Updated under the New 2025 Law)

To carry out the procedure correctly, a business must first understand the legal nature and the latest statutory grounds applicable for 2025.

What Is an Amendment of Enterprise Registration?

Amendment of enterprise registration (also known as changing the registered content of an enterprise) is the administrative procedure for adjusting or updating one or more pieces of information a business has recorded in the National Enterprise Registration Database. Its purpose is to ensure that the legal information always accurately reflects the company’s current operations and organizational structure.

Common types of amendments include:

• Changing the company name (Vietnamese name, foreign name, abbreviated name).
• Changing the head office address (relocating to another district/ward or province).
• Changing the charter capital or capital contribution ratio.
• Changing the list of members (Limited Liability Company) or founding shareholders (Joint Stock Company — for unlisted companies).
• Changing the legal representative.
• Adding or removing business lines.
• Updating information on the beneficial owner (an important highlight of the new regulations).

Carrying out this procedure is not merely an administrative obligation, but a mandatory step in standardizing legal records. It is the sole basis on which a business is legally recognized in transactions with banks, tax authorities, and investment partners.

Why Must Enterprise Registration Information Be Updated on Time?

As enterprise data becomes increasingly digitized and closely interconnected across government ministries, delaying information updates can lead to a number of legal consequences:

1. Ensuring legality and transparency: Keeps the information on the business’s ERC fully consistent with the data in the national information system and tax records.
2. Increasing credibility: Customers, banks, and partners always conduct legal due diligence before signing agreements. A dossier with inconsistent information will seriously damage the business’s reputation.
3. Avoiding the risk of penalties: Under the regulations on administrative violation penalties (pursuant to Decree 122/2022/ND-CP), late notification of changes to enterprise registration content can be fined up to VND 20,000,000.
4. Smoother internal operations: Correctly identifying the legal representative, contact address, and charter capital helps governance decisions and financial transactions proceed smoothly and avoids internal disputes.

Legal Basis Applicable from July 1, 2025

The 2025 enterprise registration amendment process is governed directly by the following latest legal documents:

• The 2025 Law on Enterprises (Consolidated Document 67/VBHN-VPQH): Sets out the fundamental rights and obligations of a business when there is a change to its registered content.
• Decree 168/2025/ND-CP: Provides detailed guidance on the required dossier, procedural sequence, method of online submission, and the deadline for public disclosure of information.
• Related laws: The Law on Investment, the Law on Tax Administration, and the Law on Organization of Local Government (supplementing procedures related to investment projects and tax obligations following the amendment).

Cases in Which a Business Is Required to Amend Its Enterprise Registration

Under Articles 28 and 30 of the 2020 Law on Enterprises (and the 2025 implementing guidance documents), whenever there is any adjustment to previously registered information, the business is obligated to notify/register the change with the Business Registration Office within 10 days from the date the decision to change is made.

Below are the 7 most common cases that businesses need to keep in mind:

Changing the Company Name

The company name is the most important identifying element. When changing its name (including the Vietnamese name, foreign-language name, or abbreviated name), the business must ensure the new name does not duplicate or cause confusion, in accordance with Articles 37-41 of the 2020 Law on Enterprises.

Note: Changing the company name does not alter the business’s legal rights and obligations toward third parties, but it will trigger a series of subsequent administrative procedures such as: re-carving the company seal, updating e-invoices, notifying the bank and social insurance authority, and updating the new name on ongoing economic contracts.

Changing the Head Office Address

This procedure typically arises when a business expands its scale or changes its operating location.

Case 1: Relocating within the same district/ward. The procedure is simple — the business only needs to submit an amendment dossier to the Department of Finance.

Case 2: Relocating to a different district/ward or province/city. The business must first complete the tax finalization procedure (“tax finalization” — closing out tax obligations for relocation) with the current tax authority before submitting the registration amendment dossier to the Department of Finance at the new location. The company seal must also be re-carved if it displays the old district/ward information.

Changing or Adding Business Lines

A business has the freedom to operate in any business line not prohibited by law (under Clause 1, Article 7 of the Law on Enterprises). When its business strategy changes, the business needs to:

Look up the level-4 industry code: Use the Vietnam Economic Sector System (under Decision 27/2018/QD-TTg) to apply the correct code.

Conditional business lines: If adding conditional business lines (such as real estate, education, healthcare, etc.), the business must ensure it meets all conditions on legal capital, practicing certificates, or sub-licenses before commencing operations.

Changing the Charter Capital (Increase/Decrease)

Charter capital reflects a business’s financial capacity and its committed liability on assets.

• Increasing capital: A business can increase capital through additional contributions from existing members or by receiving capital from new members.
• Decreasing capital: This may only be carried out in specific cases prescribed under the Law on Enterprises (such as returning contributed capital after 2 consecutive years of continuous operation, etc.).

Note: Changing the charter capital will directly affect the business license fee payable annually and the financial ratios used when borrowing from banks.

Changing Members/Shareholders and Ownership Ratios

Limited Liability Company: Must carry out the amendment procedure whenever there is a transfer of capital contribution, admission of a new member, or withdrawal of a member. If the number of members changes (down to 1 member or up from 2 members), the business must carry out the procedure for converting the enterprise type.

Joint Stock Company:

• Changing ordinary (domestic) shareholders: No notification to the Business Registration Office is required (except for unlisted companies), but the change must be recorded in the shareholder register.
• Changing a shareholder who is a foreign investor: Notification to the Business Registration Authority is mandatory.

Changing the Legal Representative

When replacing the head of the company (Director/General Director/Chairman), the business should note:

• The new representative must be at least 18 years old, have full civil act capacity, and not be a person prohibited from managing a business.
• The new legal representative need not be a capital-contributing member/shareholder of the company.
• If the former legal representative has absconded or refuses to cooperate with the handover, the business still has the right to carry out the change procedure (a valid meeting minutes of the owner is required).

Other Cases of Amendment

In addition to the main items above, a business also needs to update its information in the following cases:

• Changing personal information: Updating the new ID card/passport number of the legal representative, members, or shareholders on the Enterprise Registration Certificate.
• Changing administrative boundaries: When the state authority decides to merge or rename the ward, commune, district, or town where the business’s head office is located.
• Changing tax/contact information: Updating the phone number and email used to receive tax notifications.

Process, Legal Dossier, and Procedure for Amending Enterprise Registration (Updated for 2025)

To ensure the dossier is accepted on the first submission and to avoid the risk of being returned due to missing documents, your business needs to fully understand the prerequisite conditions, the detailed dossier components for each case, and the process under the latest provisions of Decree 168/2025/ND-CP.

Prerequisite Conditions for Carrying Out the Procedure

Before submitting the dossier, a business needs to review and ensure it meets the following legal conditions:

• Operating status: The business must be operating normally and must not be undergoing dissolution or bankruptcy procedures, nor have its tax code locked due to a violation.
• Legality of the amendment content: The proposed name must not be duplicated; any added business line must be within the Vietnam economic sector system; the new head office address must have a legitimate business function (it cannot be located in a residential apartment).
• Tax obligations: For cases involving a decrease in capital or relocation of the head office to another district/province, the business must complete its tax obligations and the “tax finalization” procedure with its current tax authority before submitting the dossier to the business registration authority.

Standard Dossier for Each Specific Amendment

Pursuant to Decree 168/2025/ND-CP, depending on the content to be amended, a business needs to prepare the corresponding dossier as follows:

Dossier for Changing the Company Name or Head Office Address

Notification of change to enterprise registration content (using Form No. 12 under Circular 68/2025), signed by the legal representative.

Resolution and meeting minutes approving the change:

• Single-member LLC: Decision of the owner.
• Multi-member LLC / Partnership: Meeting minutes and resolution of the Members’ Council.
• Joint Stock Company: Meeting minutes and resolution of the General Meeting of Shareholders.

Power of attorney (if the person submitting the dossier is not the legal representative), together with a copy of the authorized person’s identification document.

Dossier for Changing or Adding Business Lines

Notification of change to enterprise registration content (using Form No. 12 under Circular 68/2025).

Resolution and meeting minutes of the competent body (Members’ Council/General Meeting of Shareholders/Owner) approving the addition or removal of business lines.

Note: The business must look up and apply the correct level-4 economic sector code under Decision 27/2018/QD-TTg.

Dossier for Increasing/Decreasing Charter Capital

Notification of change to enterprise registration content.

Resolution and meeting minutes on the change of charter capital.

For cases with a new member contributing capital: Documentation confirming the new member’s capital contribution.

For foreign-invested enterprises (FDI): An approval document from the investment registration authority (Department of Finance) is required before amending the Enterprise Registration Certificate.

Dossier for Changing the Legal Representative

Notification of change of legal representative.

Notarized copy of the new legal representative’s valid ID card/passport.

Resolution and meeting minutes on the removal of the former legal representative and the election/appointment of the new legal representative.

Note: The new legal representative must not fall under the category of persons prohibited from managing a business (such as a person being prosecuted for criminal liability, a person who has lost civil act capacity, etc.).

Dossier for Converting the Enterprise Type

This is the most complex procedure; the dossier includes:

Application for enterprise registration (under the new enterprise type).

Company charter (amended in accordance with the new enterprise type).

List of members (for Limited Liability Companies) or list of founding shareholders (for Joint Stock Companies).

Capital transfer agreement or a written commitment to assume debt liability (for conversion from a private/sole proprietorship).

Copies of the legal documents of the new members/shareholders.

Procedure for Carrying Out the Amendment (Guide to Online Submission)

Nowadays, to save time and enjoy a 100% waiver of the state fee, MGI encourages businesses to submit their dossier online through the National Business Registration Portal.

Step 1: Log in to the system

Go to https://dangkyquamang.dkkd.gov.vn/ and log in using a business registration account or a public digital signature (Token).

Step 2: Create the amendment dossier

• Select the function “Register a change to the content of enterprise registration/dependent unit registration”.
• Enter the tax code (enterprise ID number) so the system can retrieve the current data.
• Select the information blocks to be changed (name, capital, address, legal representative, etc.).

Step 3: Declare information and attach documents

• Enter the new information into the corresponding data fields.
• Scan the entire paper dossier (fully signed and stamped) into PDF or JPG format.
• Upload the documents to the system in the corresponding sections.

Step 4: Digitally sign and submit the dossier

• The legal representative or authorized person uses a digital signature (Token) or business registration account to authenticate the dossier.
• Click “Submit dossier.” The system will send an acknowledgment receipt by email.

Step 5: Track and receive the result

• Processing time: Within 3 working days.
• If the dossier is valid: The Business Registration Office will issue a new Enterprise Registration Certificate (the business can collect a hard copy at the Department of Finance or register to receive it by post).
• If the dossier needs revision: The business will receive a notice by email requesting revisions or additional documents. The business must revise as instructed and resubmit (the process restarts from the beginning but at no additional cost).

State Fees and Processing Time (Applicable from July 1, 2025)

Pursuant to Circular 64/2025/TT-BTC of the Ministry of Finance, the fees and processing time for the enterprise registration amendment procedure are set out as follows:

Processing time: 3 working days from the date the Business Registration Office receives a complete and valid dossier (under Clause 5, Article 30 of the 2020 Law on Enterprises).

Fee schedule for amending enterprise registration has been reduced to support businesses, specifically as follows:

Fee item	Amount (VND)	Note
Fee for amending enterprise registration content	VND 25,000/time	50% lower than the previous regulation (Circular 47/2019)
Fee for public disclosure of enterprise registration content	VND 100,000/time	Mandatory for every amendment dossier
Submitting the dossier online	Free (VND 0)	Amendment fee waived; only the disclosure fee is payable

Important note: After receiving the new certificate, the business is required to publicly disclose the amended information on the National Information Portal within 30 days. Failure to disclose, or delayed disclosure, will result in an administrative penalty as prescribed.

Mandatory Tasks After Completing the Enterprise Registration Amendment

Receiving the new Enterprise Registration Certificate is not the final step. To ensure the legal data remains consistent across the entire state management system and to avoid unnecessary risk of administrative penalties, a business needs to immediately carry out the following follow-up steps.

Public Disclosure on the National Information Portal (Mandatory)

This is the most important legal step for the new information on the updated Enterprise Registration Certificate to take effect against third parties.

Requirement: Within 30 days from the date of issuance of the new certificate, the business is responsible for disclosing the amended content on the National Business Registration Portal.

Purpose: To confirm the legality of the changes (name, capital, address, etc.) and update the public data for partners and banks to look up.

Penalty: If disclosure is not made, or is made late, the business may be subject to an administrative fine of VND 10 – 15 million (pursuant to Decree 122/2022/ND-CP).

Specific Follow-Up Procedures for Each Type of Enterprise Registration Amendment

Depending on what content the business has just changed, the follow-up tasks will differ. Specifically:

Case of Changing the Company Name

Changing the name triggers changes across the entire brand identity and legal system:

• Re-carving the new company seal: Because the company name shown on the seal has changed.
• E-invoices: Notify the tax authority of the information adjustment (Form 01/DKTD-HDDT) and update the name in the e-invoicing software.
• Signage: Redo the signage at the head office, branches, and representative offices.
• Digital assets: Update the new name on the website, digital signature (Token), email, and communication materials.

Case of Changing the Head Office Address

• Signage: Put up new signage as soon as the business relocates, to avoid the tax authority recording, upon a surprise inspection, that the “business is not operating at its registered address.”
• Seal: Re-carve the seal if the old seal displays the district/ward/province information (for seals carved under the old template).
• Tax authority:
  • Same district: Only the tax declaration needs to be updated.
  • Different district/different province: Must complete the tax finalization procedure with the former tax authority before registering at the new locality.
• Social insurance: If the new address falls under the jurisdiction of a different social insurance authority, the business must complete the book closure and transfer-of-management procedure.

Case of Changing the Legal Representative

• Bank (most important): Go to the bank immediately to change the account holder/authorized person to avoid having transactions frozen.
• Sub-licenses: Update the new legal representative’s name on the relevant conditional business licenses (fire safety, security and order, food hygiene and safety, etc.).
• Partner notification: Send an official notice announcing the new authorized signatory to ensure the validity of upcoming contracts.

Case of Changing the Charter Capital

• Business license fee: If the capital increase changes the business license fee bracket, the business must submit a supplementary business license fee declaration before December 31 of the year the capital is increased.
• Personal income tax: Declare and pay personal income tax (if there is a gain arising from a capital transfer).
• Financial statements: Update the owner’s equity figures in the accounting books and the annual financial statements.

Updating Information with Third Parties and Adjusting Sub-Licenses

After completing the steps above, a business needs to review and synchronize its information broadly:

Bank: Update the new Enterprise Registration Certificate with the bank to avoid disruption to international payment transactions or loan disbursement.

Sub-licenses: If the business operates in a conditional field (transportation, tourism, healthcare, construction, etc.), it must carry out the procedure to adjust these licenses to match the new information.

Contracts: Draft contract addenda to adjust the information provided to customers, suppliers, and employees (as needed).

Notification and Record Retention

Partner notification: Send an official email or letter announcing the information change (name, address, legal representative, etc.) so that partners can update their supplier management systems, ensuring accurate input invoicing for the business.

Record retention: Under the Law on Accounting and the Law on Enterprises, the entire amendment dossier (decisions, meeting minutes, old and new certificates, etc.) must be retained for at least 10 years. This is important documentation for subsequent tax inspection, examination, and legal purposes.

Frequently Asked Questions (FAQ) About the 2025 Enterprise Registration Amendment Procedure

Through providing legal support to thousands of businesses, MGI Consulting has compiled the most common questions related to the new 2025 regulations on amending enterprise registration below:

1. Where should the business license amendment dossier be submitted?

Under Article 20 of Decree 168/2025/ND-CP, the authority receiving the dossier depends on the type of business entity:

• For enterprises: Submit to the Business Registration Office – Department of Finance of the province/city where the head office is located.
• For individual household businesses: Submit to the Finance – Planning Division under the People’s Committee of the district/town.
• Method of submission: Online submission through the National Information Portal is now widely applied and encouraged.

2. How long does processing take, and what is the state fee?

Time: Under the regulations, the dossier will be processed within 3 working days from the date a complete and valid dossier is received.

Fee: From July 1, 2025, under Circular 64/2025/TT-BTC, the fee for amending registered content is VND 25,000/time (free if submitted online), and the mandatory information disclosure fee is VND 100,000/time.

3. How does the procedure work for a foreign-invested enterprise (FDI)?

The procedure for an FDI enterprise is more complex than for a domestic business.

If the content being amended on the Enterprise Registration Certificate (ERC) is also content on the Investment Registration Certificate (IRC) (for example: project/company name, location, capital, etc.), the business must first carry out the procedure to adjust the IRC, and only then amend the ERC.

MGI Consulting recommends that FDI businesses consult a lawyer to ensure the sequence is carried out correctly.

4. In what cases does a business NOT need (or not have) to register a change?

A business does not need to notify the business registration authority in the following cases:

• Change of ordinary shareholders in a Joint Stock Company (except for unlisted companies).
• Change of founding shareholder information after 3 years from the date of incorporation.
• Transfer of capital contribution in a multi-member LLC (2 or more members) that does not change the capital ratio or the number of members.

5. In what cases is a business NOT PERMITTED to register a change?

The business registration system will reject/block an amendment dossier if the business falls under the following cases (under Decree 168/2025/ND-CP):

• Currently undergoing dissolution or bankruptcy procedures.
• Currently having its Enterprise Registration Certificate revoked by a competent state authority.
• Currently required by a court, judgment enforcement agency, or investigation agency to suspend the enterprise registration procedure.
• The business is in the status of “not operating at the registered address” (with its tax code locked) $\rightarrow$ It must restore its tax code before amending its information.

6. Do I need to submit the dossier in person?

Not necessarily. A business can fully authorize a professional consulting firm such as MGI Consulting. We will represent your business in drafting the entire dossier, submitting it, providing explanations, and delivering the result directly to you. This helps the business owner save travel time and avoid worrying about complex administrative procedures.

7. Is there a penalty for not registering the change on time?

Yes. Under the regulations on administrative violation penalties (Decree 122/2022/ND-CP), late registration of a change to the Enterprise Registration Certificate beyond the prescribed deadline (10 days) will be subject to a fine of VND 5 – 20 million, depending on the length of the delay and the nature of the case.

CONCLUSION

The 2025 enterprise registration amendment procedure, though simplified through the online system, still demands absolute accuracy in terms of information and legal documentation. A small error in applying an industry code or determining the capital ratio can lead to long-term legal risk.

MGI Consulting hopes this article has given your business a comprehensive overview and specific guidance for carrying out the procedure smoothly.

Do you need immediate support to amend your enterprise registration?

Don’t let administrative procedures disrupt your business opportunities. Contact MGI Consulting today for free consultation and a full-package service quote.

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Details of MGI Consulting’s service: Enterprise Registration Amendment Service 2026