How to Change a Company Name in Vietnam
Investors may choose to change their company name in Vietnam due to various reasons, which can be challenging and time-consuming. However, understanding Vietnam’s regulations on business name changes can help alleviate some of these challenges.
Some common reasons for changing a company name include:
- A change in activities such as goods being produced or services that will be changed;
- A company being acquired or merged and going through an M&A process;
- Re-branding; or
- The current name is not suitable or confusing.
Investors will also need to notify the relevant government agencies as well as update official documents, which include:
- Changing the company’s Memorandum and Articles of Association;
- Notifying relevant government agencies in Vietnam as well as partners, clients, suppliers, and vendors;
- Updating the new company name to E-VAT invoices; and
- Changing the name on all official documents and company seal.
Typically, the general procedure to update the company name is:
(1) amend the enterprise registration certificate (ERC); and
(2) amend the investment registration certificate (IRC). This is true, especially if the company name is indicated on the IRC as well.
In the case of the M&A process, a pre-approval for the M&A is required before going through steps (1) and (2) as aforementioned.
In this article, we will highlight how to change the company name in the ERC as a base for updating the IRC in a general case.
What are the required documents?
Investors must prepare the following documents when changing the business name for registration:
- An official notice of change in the business registration information with the signature of the legal representative of the business. The notice must be in the same format as the form in Appendix II found in Circular 01/2021/TT-BKHDT. Investors should note that they only need to select and fill in the relevant information related to the business name change in the Appendix;
- A decision of the investor(s) on the company name change which is:
- a decision of the company owner for single-member limited liability companies; or
- a company resolution and a copy of the meeting minutes of the members’ council of limited liability companies with two members and more, as well as partnerships; or
- a company resolution and a copy of the meeting minutes of the general meeting of shareholders for joint-stock companies.
- Letter of authorization from the company director to the representative who oversees the submission of the application.
Online registration process
According to Decree 78/2015 ND-CP, the business registration process can be implemented online on the National Business Registration Portal launched by the Ministry of Planning and Investment (MPI), and the hard copy of all the documents must be submitted to the local Business Registration Division (BRD) once the application for change is approved.
However, as noted in Decree 01/2021/ND-CP, the application for change in the company name can be conducted online without physical copies required to be submitted.
This digitization of the application process is part of Vietnam’s digital transformation and administration reform, bringing in a synchronous legal system for greater transparency and efficiency.
What is the process for changing your business name online?
- Register an account on the National Business Registration portal managed by the MPI. This stage will require several steps of personal information verification of the company representative who will be responsible for the account;
- After the personal information of the company representative is verified, the user can select the type of change in the business registration information, which in this case will be the change in the content of business registration information;
- The user can then proceed to upload and attach the documents in the online form as required on the portal and double-check the application before submitting it;
- An application receipt will then be issued, and the user will be notified via the email they provided when creating the account.
- In approximately three working days, the company will receive the result from the portal via the registered email. The results will be one of three options:
- In case the application is sufficient and approved, the BRD will issue a new ERC, which can either be received by post or collected physically at the BRD office. The company should contact the local BRD on how to receive the new ERC; and
- In case the application is not sufficient and does not meet all requirements, the government authorities through the portal will inform the user of the additional information or amendments to be made; and
- In case the application is rejected, the BRD will inform the involved company in writing clarifying the reasons for rejection.
A point to note is that despite a change in the business name, the rights and obligations of the business do not change.
Investors should note that while there are no charges for the online application for a new ERC, a small fee may be associated with the announcement of the change on the business registration portal.
Pros and cons of changing a company name
Businesses may change their name when they have outgrown their products or brand. Businesses may want to reposition themselves on the market or there is a change in the service or products.
Changing a company name is common, even for major firms like Google – formerly known as BackRub, Nike, and Facebook. However, it is advisable to weigh up the pros and cons before implementing such a major change.
- Pros: the new name may fit the brand better, especially after brand repositioning, potentially leading to larger target markets. Ultimately, the business name is what remains in customers’ and investors’ minds.
- Cons: a drastic change can cause confusion for either loyal or new customers and the process of adapting to the new name may take months, from changing the logo, website, and official documents.
Branding and reputation are important factors for investors and a company name is significant as it can influence customer perception setting a foundation for a business’s products or services.
ASEAN Briefing is produced by Dezan Shira & Associates. The firm assists foreign investors throughout Asia and maintains offices throughout ASEAN, including in Singapore, Hanoi, Ho Chi Minh City, and Da Nang in Vietnam, Munich, and Esen in Germany, Boston, and Salt Lake City in the United States, Milan, Conegliano, and Udine in Italy, in addition to Jakarta, and Batam in Indonesia. We also have partner firms in Malaysia, Bangladesh, the Philippines, and Thailand as well as our practices in China and India. Please contact us at firstname.lastname@example.org or visit our website at www.dezshira.com.