Legal provisions on changing the registered head office address of a joint stock company under vietnamese law

I. The need to change the registered head office address of a joint stock company

During the process of its business operations, a joint stock company may inevitably need to change its business location. Changing the registered head office address of a joint stock company is regarded as an amendment to the contents of the business license, and requires registration procedures in accordance with the Law on Enterprise.

So what does the law stipulate on such a matter? NPLaw invites you to explore the details below.

II. Legal regulations on changing the registered head office address of a joint stock company

1. What is the head office address?

Pursuant to Article 42 of the Law on Enterprise 2020, a company’s head office must be located within the territory of Vietnam, serves as the official contact address of the enterprise, and is determined according to administrative boundaries; it must have a telephone number, fax number and email address (if any).

2. Dossier for changing the head office address of a joint stock company

According to Articles 11, 12 and 47 of Decree No. 01/2021/ND-CP, an application dossier for changing the registered head office address of a joint stock company includes:

- Notification of changing enterprise registration contents, signed by the legal representative (Form in Appendix II-1 issued together with Circular No. 01/2021/TT-BKHDT);

- Resolution or Decision of the General Meeting of Shareholders on relocating the company’s head office;

- Certified copy of the minutes of the General Meeting of Shareholders approving the change of the head office address;

- Power of attorney authorizing another person to submit the dossier and receive results (if not the legal representative). Such a document does not require notarization or certification;

- Certified copy of identity documents of the authorized person, such as:

+ For Vietnamese citizens: valid Citizen Identity Card, or Vietnamese passport;

+ For foreigners: valid foreign Passport or equivalent legal documents.

3. Competent authority to process the change of head office address

After receiving the application dossier, the Business Registration Office under the Department of Finance will issue a receipt, verify the validity of the dossier and grant a new Enterprise Registration Certificate to the company as provided by Law.

III. Questions on changing the registered head office address of a joint stock company

1. Is it permissible to change the head office address across different provinces or cities?

Pursuant to Clause 1, Article 47 of Decree 01/2021/ND-CP, a joint stock company is allowed to change its head office address to another province or city. However, before registering such a change (which leads to a change in the tax managing authority), the enterprise must implement procedures with the Tax Authority in accordance with tax laws.

2. Will a company be fined if it changes the head office address without notifying the authorities?

Under Clause 5, Point b, Clause 6, Article 49 of Decree No. 122/2021/ND-CP, failing to notify changes to registered enterprise information may result in an administrative fine ranging from 20,000,000 VND to 30,000,000 VND. Moreover, the enterprise must still submit a notification of such change to the Business Registration Authority.

Thus, if a company changes its head office address without notification, it will be fined under these regulations.

3. Is tax finalization required when changing the head office address?

According to Clause 1, Article 47 of Decree 01/2021/ND-CP and Article 36 of the Law on Tax Administration 2019:

- If the change of head office address results in a change of tax managing authority, the taxpayer must complete tax obligations with the current tax authority before registering the change with the Business Registration Authority.

- If it does not lead to a change in the tax authority, the company does not have to implement tax finalization.

Thus, whether it is required to implement tax finalization or not when changing the head office address will depend its location, as follows:

- Change does not affect the tax authority in charge, the enterprise does not need to implement tax finalization procedures (in case of change in the same area);

- Change to another province or city that alters the tax authority will require tax finalization and obligations with the current tax authority before changing.

4. Legal procedures and processes when changing the head office address of a joint stock company from one province/city to another

According to Article 47 of Decree 01/2021/ND-CP, the procedures and processes include:

Step 1: Implementing tax-related procedures at the current tax authority

- Preparing and submitting a dossier for changing tax:

+ Declaration of tax registration adjustment or supplement under Form 08-MST per Circular 105/2020/TT-BTC;

+ Official letter requesting tax finalization when changing the head office address;

+ Resolution & Minutes of the General Meeting of Shareholders on relocating the head office;

+ Notarized copy of the current Enterprise Registration Certificate;

+ Power of attorney (if applicable).

Agency receiving dossier: Old tax authority where the joint stock company has its head office.

Step 2: Preparing for business registration update

- After completing tax obligations, the company shall conduct change in business registration contents on the head office address, including the following dossier:

+ Notice of change in business registration contents, showing the change of head office address of the joint stock company according to the form prescribed in Appendix II-1 issued with Circular No. 01/2021/TT-BKHĐT;

+ Resolution, Minutes of General Meeting of Shareholders;

+ Copy of the Charter with updated new address of the joint stock company;

+ Original approval letter from the tax authority for relocation;

+ Power of attorney for the law firm (if engaged).

Step 3: Submitting to Business Registration Office

- Receiving agency: Business registration office where the joint stock company has its head office.

- Submitting online via the National Business Registration Portal.

Step 4: Processing and receiving results

- If the dossier for changing the head office address of a joint stock company is complete and valid, the enterprise will receive an new Enterprise Registration Certificate showing the new address.

- In case the dossier is invalid or incomplete, the enterprise will receive a notice requesting to supplement or amend the dossier in accordance with the provisions of law.

- Processing time: 03 working days from the date the business registration authority receives the enterprise's complete and valid dossier.

5. What other legal documents must be updated after changing the head office address?

After completing the change, the company must:

- Update company seal to reflect the new address.

- Amend invoices/e-invoices to update address and notify the tax authority.

- Notify relevant agencies (social insurance, health insurance, banks).

- Install new signage at the new office location.

- Perform other tasks such as updating website, documents, and informing partners and clients.

IV. NPLaw’s legal advisory services on changing the head office address of the joint stock company 

Above is our detailed legal analysis on changing the registered head office address of a joint stock company. If you require further clarification or assistance, please feel free to contact us at: