Changing Enterprise Registration: Lines, Capital, Charter, Deadline

Many business owners think that holding a members’ council meeting, signing the minutes and applying the seal completes a change, whereas in the eyes of the law and third parties, a change takes full effect only after it has been registered or notified to the business registration authority.

Quick answer: every change to the contents of the Enterprise Registration Certificate (name, head office, charter capital, legal representative, members/founding shareholders) must be registered within 10 days from the date of the change; changes to business lines and certain other contents must also be notified within 10 days. This is 10 calendar days, not 10 working days. Adding a business line does not mean being allowed to operate immediately if that line is conditional. On transfers of capital contributions and shares: the buyer becomes a member/shareholder from the time of being recorded in the register of members or the register of shareholders; registering with the business registration authority within 10 days is a separate obligation, not a condition for holding ownership.

How do registering a change and notifying a change differ?

The 2020 Law on Enterprises separates two types of procedure, both with a 10-day deadline but different in nature:

• Registering changes to enterprise registration contents (Article 30): applies to the contents recorded directly on the Enterprise Registration Certificate under Article 28 — the enterprise name, head office address, charter capital, and the full name and information of the legal representative (for limited liability companies and partnerships, member information as well). After successful registration, the enterprise is issued a new Enterprise Registration Certificate reflecting the changed contents.
• Notifying changes to enterprise registration contents (Article 31): applies to contents not printed directly on the certificate but still required to be updated with the business registration authority — typically business lines. Under Law No. 76/2025/QH15 amending and supplementing the Law on Enterprises (effective 1 July 2025), the scope of notification is further expanded to cover information on founding shareholders and shareholders who are foreign investors of joint-stock companies (except listed companies and public companies with securities registered for trading).

Both types share one deadline that is easy to confuse, explained in the next section.

Why is the “10 days” often miscounted?

Article 30 and Article 31 of the 2020 Law on Enterprises both provide a 10-day period from the date of the change for the enterprise to register or notify. This is counted in continuous calendar days, including Saturdays, Sundays and public holidays, not 10 working days.

A common mistake: an enterprise holds a meeting approving the change on a Friday afternoon, mentally counts “10 working days”, then adds two consecutive weekends, and ends up filing the dossier in the third week instead of within 10 calendar days of the meeting. In that case the enterprise has filed late even though it thought it still had time.

This 10-day deadline (the enterprise’s obligation) must be clearly distinguished from the Business Registration Office’s time to process the dossier (the state agency’s obligation): under Decree No. 168/2025/NĐ-CP, the business registration authority processes a valid dossier within a set number of working days from the date of receiving a complete valid dossier; for some procedures relating to branches, representative offices and business locations, Decree No. 296/2026/NĐ-CP (effective 23 July 2026) shortened this from 3 to 2 working days. These are two different clocks: one runs from the date the enterprise makes the change (10 calendar days, the obligation to file), the other from the date the authority receives a complete valid dossier (working days, the obligation to process).

During the period before updating (from the date of the actual change to the date the new certificate is issued), the old information on the Enterprise Registration Portal remains the public information that outsiders look up and cross-check; an enterprise that is late in registering will leave this public information inconsistent with reality, which is disadvantageous when banks or partners check, or when a dispute requires cross-checking records.

Adding business lines: notifiable, but not necessarily operable right away

Adding a business line is a notification procedure under Article 31, not a request for the Business Registration Office to approve the content of the line. The enterprise selects the code under the Vietnam Standard Industrial Classification (VSIC) that matches the intended actual activity, and files the notification within 10 days from the date of the decision to add the line.

A point enterprises often overlook: the Enterprise Registration Certificate only records the industry code; it is not an operating license. For conditional business lines — for example food and beverage services, food production, and some lines requiring fire prevention and fighting design approval — successful notification on the Enterprise Registration Portal does not replace the sector-specific license. The enterprise must still obtain the full licenses and certificates of eligibility under sector-specific law before starting actual operations.

A common situation: an enterprise adds a food and beverage business line on the Enterprise Registration Portal, then opens the kitchen and receives customers straight away, while it does not yet hold a food safety eligibility certificate for the establishment and has not completed fire prevention and fighting design approval. When an interagency inspection team arrives, “having registered the line on the certificate” cannot replace the missing sector-specific licenses.

Industry codes should also be chosen to match the actual scope of activity; do not choose codes with an overly broad scope “just to be safe”. In a dispute or inspection, the competent authorities still require the enterprise to hold the sector-specific licenses corresponding to the activity actually being carried out, and do not accept the reason that “a broad line was recorded on the certificate”.

What must be registered when transferring capital contributions or shares?

Transferring a capital contribution (limited liability company) or shares (joint-stock company) must first comply with the conditions and sequence set out in the company charter and the 2020 Law on Enterprises — for example, the pre-emptive purchase right of existing members in a limited liability company with two or more members, or restrictions on transferring ordinary shares of founding shareholders within the statutory period.

A point to understand correctly on when ownership arises — often misunderstood as “if it has not been registered with the state agency, one is not yet the owner”: under the 2020 Law on Enterprises, the transferee becomes a member of a limited liability company from the time their information is fully recorded in the register of members (Article 48), and becomes a shareholder of a joint-stock company from the time of being fully recorded in the register of shareholders (clause 7, Article 127) — this is an internal task the company must do immediately after the transfer is completed, and does not wait for confirmation from the business registration authority.

Separate from the internal register entry, the company must also register the change of members or notify the change of founding shareholders with the business registration authority within 10 days from the date of the change, when the transfer changes contents that must be registered or notified (capital contribution ratio, members, and the legal representative if a change accompanies it). This is a separate administrative obligation; delay may be subject to administrative penalties, and during the period before updating, the information on the Enterprise Registration Portal is inconsistent with reality, which is disadvantageous when partners or banks look it up or when a dispute requires cross-checking public records.

The registration dossier usually includes: the transfer contract, payment documents, minutes of the members’ council or general meeting of shareholders (if the charter requires), and the amended charter if the ratio or members change.

One separate item, outside the scope of business registration procedures: any income tax obligation arising from the transfer of capital contributions or shares (if any) is carried out under current tax law and declared with the tax authority; it is not a procedure of the business registration authority.

In which contents must the charter match the Enterprise Registration Certificate?

The company charter, under Article 24 of the 2020 Law on Enterprises, is a document with binding effect between the company and its members and shareholders — providing for the organizational structure, rights and obligations, capital contribution ratios, voting rights, transfer restrictions and many other internal matters. The Enterprise Registration Certificate, under Article 28, records only certain contents: the enterprise name and enterprise code, head office address, information on the legal representative (and general partners/owners depending on the type), and charter capital.

For third parties — banks when opening accounts, notaries when certifying transactions, foreign partners when conducting due diligence — the information cross-checked is the public information on the National Business Registration Portal, not the charter kept internally. When the four core contents (name, head office, capital, representative) in the charter and on the certificate do not match — for example, the amended charter names a new representative but the company has not registered the change — transaction dossiers with outsiders are often returned with a request for clarification or supplementation.

How to handle a discrepancy once found: if the actual change has taken place and there are sufficient grounds (meeting minutes, decisions) but it has not been registered, the change registration procedure must be completed within the prescribed period so that the certificate matches reality and the charter. If the charter was drafted wrongly or was not approved through the proper process, the charter must be adjusted to match the validly registered contents. There is no option of “keeping two different versions and using whichever is convenient depending on the situation” — externally, the Enterprise Registration Certificate is always the basis given priority for cross-checking.

How Thái Tín helps with changes to enterprise registration

Thái Tín checks the 10-day deadline from the date of the meeting or the date the decision is issued, so the dossier is filed on time rather than miscounted as working days. For changes to conditional business lines, transfers of capital contributions/shares, or a charter that does not match the certificate, Thái Tín advises on the right type of procedure and coordinates with a partner to prepare the dossier from the information you provide.

Have a change that needs to be registered — business lines, capital contribution, legal representative, or charter? Send the intended change and the date of the decision, and Thái Tín will check the 10-day deadline and advise on the dossier to prepare.

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