PROCESS OF CHANGING THE REGISTERED BUSINESS ACTIVITIES OF BRANCHES, REPRESENTATIVE OFFICES, AND BUSINESS LOCATIONS

1. Legal Basis

- Law on Enterprises No. 59/2020/QH14 dated June 17, 2020;

- Law No. 03/2022/QH15 dated January 11, 2022 on amendments and supplements to a number of articles of the Law on Public Investment, the Law on Investment in the Form of Public–Private Partnership, the Law on Investment, the Law on Housing, the Law on Bidding, the Law on Electricity, the Law on Enterprises, the Law on Special Consumption Tax, and the Law on Enforcement of Civil Judgments;

- Law No. 76/2025/QH15 dated June 17, 2025 on amendments and supplements to a number of articles of the Law on Enterprises;

- Decree No. 168/2025/NĐ-CP dated June 30, 2025 on enterprise registration;

- Circular No. 68/2025/TT-BTC dated July 1, 2025 providing forms used in enterprise registration and household business registration.

2. Definition of Branch, Representative Office, and Business Location

Pursuant to Article 44 of the 2020 Law on Enterprises:

- Branch is a dependent unit of an enterprise, tasked with performing all or part of the functions of the enterprise, including the authority to represent the enterprise under authorization. The business lines of the branch must align with the business lines of the enterprise.

- Representative office is a dependent unit of an enterprise, tasked with representing the enterprise under authorization to protect its interests. A representative office does not perform the enterprise’s business functions.

- Business location is a place where the enterprise conducts specific business activities.

3. Documents for Registration of Changes to the Registered Business Activities of Branches, Representative Offices, and Business Locations

Pursuant to Clause 4, Article 56 of Decree 168/2025/ND-CP, the documents required for registration of changes include: Request for Registration to Change the Registered Business Activities of a Branch, Representative Office, or Business Location (Form No. 19 issued under Circular 68/2025/TT-BTC).

4. Procedure for Changing the Registered Business Activities of a Branch, Representative Office, or Business Location

•  Procedure:

Step 1: Prepare the application for change of registration;

Step 2: The enterprise submits the application to the provincial Business Registration Authority where the branch, representative office, or business location is situated within 10 days from the date of change;

In the case of changing the address of a branch, representative office, or business location, the enterprise shall submit the application to the provincial Business Registration Authority where the branch, representative office, or business location is intended to be relocated;

Step 3: Upon receiving the application, the provincial Business Registration Authority shall issue a receipt of application and provide a timeline for delivering the result to the applicant;

Step 4: The provincial Business Registration Authority examines the validity of the application;

Step 5: The provincial Business Registration Authority issues a Certificate of Registration or a Confirmation of Change in Registration Content, if requested by the enterprise;

If the application is not valid, the provincial Business Registration Authority shall notify the enterprise in writing of the required amendments or supplements and clearly state the reasons.

*Note: In the case where changing the address of a branch or representative office results in a change of the tax authority managing the taxpayer, the enterprise must carry out procedures with the relevant tax authority concerning the relocation in accordance with tax laws before registering the change of address of the branch or representative office with the provincial Business Registration Authority.

•  Competent Authorities:

- The Business Registration Authority under the Department of Finance of the province or centrally-run city shall grant business registration for business locations situated within its managed administrative area.

- The Management Board of the High-Tech Park shall grant business registration for business locations situated within the High-Tech Park.

•  Processing Time: Within 03 working days from the date of receipt of the dossier.

Properly following the procedure for changing the registered business activities of a branch, representative office, or business location not only helps enterprises comply with the law but also enhances transparency and professionalism in management. To ensure that all procedures are carried out accurately and timely, and to avoid unnecessary errors, enterprises may seek guidance and comprehensive support from reputable legal organizations or experienced legal professionals specializing in business registration.

 

The information contained in this article is general and intended only to provide information on legal regulations. DB Legal will not be responsible for any use or application of this information for any business purpose. For in-depth advice on specific cases, please contact us.

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